CBZ CBIZ Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CBIZ, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

DATED AS OF SEPTEMBER 3, 2024

CBIZ, INC.

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

[●], 2024

Dear Shareholder:

We cordially invite you to attend a Special Meeting of the Shareholders of CBIZ, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on [●], 2024 at [●] Eastern Time, at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131 (the “Special Meeting”).

On July 30, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company (the “Owner Representative”).

Under the terms of the Merger Agreement, Merger Sub will merge with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”). Prior to the closing of the Merger, Marcum will contribute substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG will assume certain Marcum liabilities. In a separate transaction, CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement, will purchase from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions (the “Attest Purchase”). The Merger and the transactions contemplated by the Merger Agreement are referred to herein as the “Transaction.” Subject to approval of the Company’s shareholders and the satisfaction of the other conditions described herein, the Transaction is expected to close in the fourth quarter of 2024.

The aggregate consideration to be paid by the Company in connection with the Transaction is approximately $2.3 billion, on a cash-free and debt-free basis and subject to calculation and adjustments as provided in the Merger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the remainder is expected to be paid in approximately 14.4 million shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (based on $76.84 per share as fixed in the Merger Agreement, which was the 30-day volume weighted average price of the Common Stock as of three business days prior to the date of the Merger Agreement) (the “Stock Consideration”).

The Stock Consideration will be delivered as follows: (i) 5% of the total shares will be subject to continued service requirements and, subject to satisfaction of those requirements, will be delivered on the fourth anniversary of the closing (the “Performance Shares”); (ii) 20% of the total shares (or, for each individual Owner (as defined below), 25% of such Owner’s shares, excluding such Owner’s Performance Shares) will be delivered on the later of three business days following closing and January 2, 2025; and (iii) 75% of the total shares will be delivered in 36 equal monthly installments, commencing on the later of the first trading day of the first month following closing and January 2, 2025.

The Common Stock is listed on the NYSE under the ticker symbol “CBZ.” As a result, the Company is subject to Rule 312.03 of the NYSE Listed Company Manual, pursuant to which shareholder approval is required prior to the issuance of securities representing 20% or more of the voting power or number of shares of our outstanding Common Stock before such issuance. The Stock Consideration, once fully issued, will constitute approximately 22% of the Company’s outstanding shares of Common Stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding.

Accordingly, at the Special Meeting, shareholders will be asked to consider and vote upon: (i) a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of the Stock Consideration

pursuant to the Merger Agreement (the “Stock Issuance Proposal” or “Proposal No. 1”) and (ii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal or if a quorum is not present (the “Adjournment Proposal” or “Proposal No. 2”).

Each of these proposals is more fully described in this proxy statement, which each shareholder is encouraged to read carefully.

We are providing this proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Transaction and other related business to be considered by the Company’s shareholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all Company shareholders to read this proxy statement, including the Annexes, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 21 of this proxy statement.

After careful consideration, the Board of Directors (the “Board of Directors” or the “Board”) of the Company has approved the Transaction, including the issuance of the Stock Consideration, and recommends that shareholders vote “FOR” the approval of the Stock Issuance Proposal and the Adjournment Proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, assuming a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, whether or not a quorum is present.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Transaction will be consummated only if the Stock Issuance Proposal is approved at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting.

On behalf of the Board, I would like to thank you for your support of the Company and look forward to a successful completion of the Transaction.

						Sincerely,
[●], 2024
						Rick L. Burdick, Chairman of the Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTION DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement is dated [●], 2024 and is expected to be first mailed to Company shareholders on or about [●], 2024.

CBIZ, INC.

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD [●], 2024

TO THE SHAREHOLDERS OF CBIZ, INC.:

The Special Meeting of Shareholders (the “Special Meeting”) of CBIZ, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on [●], 2024 at [●] Eastern Time, at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, for the following purposes:

1. Stock Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) in connection with the Agreement and Plan of Merger, dated as of July 30, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Marcum LLP, a New York registered limited liability partnership (“Marcum”), Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum (“MAG”), PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Marcum Partners SPV LLC, a Delaware limited liability company (the “Owner Representative”), a copy of which is attached to this proxy statement as Annex A (the “Stock Issuance Proposal” or “Proposal No. 1”); and

2. Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal or if a quorum is not present (the “Adjournment Proposal” or “Proposal No. 2”).

The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to carefully read this proxy statement in its entirety, including the Annexes.

The record date for the Special Meeting is [●], 2024. Only shareholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our shareholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose related to the Special Meeting.

The Transaction contemplated by the Merger Agreement is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

The holders of a majority of the shares entitled to vote as of the close of business on the record date must be present in person or represented by proxy at the Special Meeting to constitute a quorum. The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, assuming a quorum is present. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, whether or not a quorum is present. The Board recommends that you vote “FOR” each of these proposals.

Independence, Ohio

[●], 2024

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Shareholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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FREQUENTLY USED TERMS

In this proxy statement:

“Attest Purchase” means the sale by Marcum of substantially all of its attest business assets, subject to certain exclusions, to CBIZ CPAs pursuant to an Asset Purchase Agreement, General Conveyance and Bill of Sale between Marcum and CBIZ CPAs.

“Board” or “Board of Directors” means the board of directors of the Company.

“CBIZ CPAs” means CBIZ CPAs P.C., previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement.

“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company.

“Company,” “our,” “us” and “we” means CBIZ, Inc., a Delaware corporation.

“Company Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries, taken as a whole or (b) the ability of the Company or Merger Sub to consummate the Transaction on a timely basis; provided, however, that any event, occurrence, fact, condition or change arising from or attributable to the following shall not be taken into account, either alone or in combination, in determining whether a Company Material Adverse Effect has occurred pursuant to clause (a) of this definition: (i) conditions affecting the U.S. economy or any foreign economy generally, (ii) any national or international political or social conditions, including the engagement or cessation by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) changes to financial, banking or securities markets (including any disruption thereof, any decline in the price of any security or any market index and inflation), (iv) changes in GAAP occurring after the date of the Merger Agreement, (v) changes in any laws, rules, regulations, orders, or other binding directives issued by any governmental entity generally applicable to the Company or to its subsidiaries, in each case, occurring after the date of the Merger Agreement, (vi) any change that is generally applicable to the industries or markets in which the Company or its subsidiaries operate or the segments thereof, (vii) the public announcement or public disclosure of the Transaction, (viii) any failure by the Company or its subsidiaries to meet any internal or published projections, forecasts, estimates, expectations, budgets or revenue or earnings predictions for any period ending on or after the date of the Merger Agreement (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures (which shall be taken into account) would otherwise be excepted from this definition), (ix) the taking of any action expressly contemplated by the Merger Agreement and/or the ancillary documents, including the completion of the Transaction, (x) natural disasters or similar acts of God or (including storms, hurricanes, tornados, flooding, earthquakes, volcanic eruptions, force majeure events, other weather-related events or similar occurrences), or (xi) any change arising in connection with any epidemic, pandemic, or disease outbreak or any future strains or variations or mutations thereof, or any material worsening of such conditions threatened or existing as of the date of the Merger Agreement; provided, in cases of clauses (i)-(vi), inclusive, (x) and (xi), that such changes, events, occurrences, developments or effects which, individually or in the aggregate, have a disproportionate impact on the Company and its subsidiaries relative to other companies of comparable size in the same industries in which the Company and its subsidiaries operate, shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur.

“Computershare” means Computershare Trust Company, N.A., transfer agent of the Company.

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“DGCL” means the General Corporation Law of the State of Delaware.

“Debt Financing” means the debt financing contemplated by the amended and restated commitment letter delivered to the Company on August 29, 2024 (the “Commitment Letter”) by Bank of America, N.A., BofA Securities, Inc., and the other Commitment Parties (as defined therein) party thereto, which provides commitments for senior secured credit facilities (the “Credit Facilities”) in an aggregate principal amount of $2.0 billion, consisting of (a) a $600 million five-year senior secured revolving credit facility and (b) a $1.4 billion five-year senior secured term loan facility. The funding of the Credit Facilities is contingent on the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Credit Facilities in accordance with the terms set forth in the Commitment Letter and (ii) consummation of the Transaction.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Marcum” means Marcum LLP, a New York registered limited liability partnership.

“MAG” means Marcum Advisory Group LLC, a Delaware limited liability company and wholly owned subsidiary of Marcum.

“Marcum Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the condition (financial or otherwise), business, assets or results of operations of Marcum and its group companies, taken as a whole or (b) the ability of Marcum, its group companies or any Owner to consummate the Transaction on a timely basis; provided, however, that any adverse event, occurrence, fact, condition or change arising from or attributable to the following shall not be taken into account, either alone or in combination, in determining whether a Marcum Material Adverse Effect has occurred pursuant to clause (a) of this definition: (i) conditions affecting the U.S. economy or any foreign economy generally, (ii) any national or international political or social conditions, including the engagement or cessation by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) changes to financial, banking or securities markets (including any disruption thereof, any decline in the price of any security or any market index and inflation), (iv) changes in GAAP occurring after the date hereof, (v) changes in any laws, rules, regulations, orders, or other binding directives issued by any governmental entity generally applicable to Marcum and its group companies, in each case, occurring after the date hereof (vi) any change that is generally applicable to the industries or the segments thereof or markets in which Marcum and its group companies operate, (vii) the public announcement or public disclosure of the Transaction, (viii) any failure by Marcum or its group companies to meet any internal or published projections, forecasts, estimates, budgets or revenue or earnings predictions for any period ending on or after the date hereof (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures (which shall be taken into account) would otherwise be excepted from this definition), (ix) the taking of any action expressly contemplated by the Merger Agreement and/or the ancillary documents, including the completion of the Transaction, (x) natural disasters or similar acts of God or (including storms, hurricanes, tornados, flooding, earthquakes, volcanic eruptions, force majeure events, other weather-related events or similar occurrences), or (xi) any change arising in connection with any epidemic, pandemic, or disease outbreak or any future strains or variations or mutations thereof, or any material worsening of such conditions threatened or existing as of the date hereof; provided, in cases of clauses (i)-(vi), inclusive, (x) and (xi), that such changes, events, occurrences, developments or effects which, individually or in the aggregate, have a disproportionate impact on Marcum and the group companies relative to other companies of comparable size in the same industries in which Marcum and the group companies operate, shall be taken into account in determining whether a Marcum Material Adverse Effect has occurred or is reasonably likely to occur.

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“Merger Agreement” means the Agreement and Plan of Merger, dated July 30, 2024, by and among us, Marcum, MAG, Merger Sub, and the Owner Representative.

“Merger Sub” means PMMS LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.

“NYSE” means the New York Stock Exchange.

“Owners” means the Marcum Partners (other than a Corporate Partner), including each non-equity partner of Marcum that becomes a Partner immediately prior to the closing, Principals and Principal Shareholders (each as defined in the Merger Agreement).

“Owner Representative” means Marcum Partners SPV LLC, a Delaware limited liability company.

“Perella Weinberg” means Perella Weinberg Partners LP, financial advisor the Company in connection with the Transaction.

“Restrictive Covenant Agreement” means the Owner Restrictive Covenant Agreement and Release to be entered into by each Owner as a condition to closing of the Transaction.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting of the shareholders of the Company that is the subject of this proxy statement.

“Stock Consideration” means the Common Stock to be issued to the Owners pursuant to the Merger Agreement.

“Support Agreement” means the Voting and Support Agreement, dated July 30, 2024, by and among the Company, Marcum and the Owners party thereto.

“Transaction” means the transactions contemplated by the Merger Agreement.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to our shareholders. We urge shareholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Transaction and the voting procedures for the Special Meeting.

Q: Why am I receiving this proxy statement?

A: Our shareholders are being asked to consider and vote upon a proposal to approve the issuance of the Stock Consideration pursuant to the Merger Agreement and to approve the Adjournment Proposal. Under the terms of the Merger Agreement, Merger Sub will merge with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company. Prior to the closing of the Merger, Marcum will contribute substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG will assume certain Marcum liabilities. In a separate transaction, CBIZ CPAs, a national independent CPA firm with which the Company has an existing Administrative Services Agreement, will complete the Attest Purchase.

The aggregate consideration to be paid by the Company in connection with the Transaction is approximately $2.3 billion, on a cash-free and debt-free basis and subject to calculation and adjustments as provided in the Merger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the remainder is expected to be paid in approximately 14.4 million shares of the Company’s Common Stock (based on $76.84 per share as fixed in the Merger Agreement, which was the 30-day volume weighted average price of the Common Stock as of three business days prior to the date of the Merger Agreement).

The Stock Consideration will be delivered as follows: (i) 5% of the total shares will be subject to continued service requirements and, subject to satisfaction of those requirements, will be delivered on the fourth anniversary of the closing (the “Performance Shares”); (ii) 20% of the total shares (or, for each individual Owner, 25% of such Owner’s shares, excluding such Owner’s Performance Shares) will be delivered on the later of three business days following closing and January 2, 2025; and (iii) 75% of the total shares will be delivered in 36 equal monthly installments, commencing on the later of the first trading day of the first month following closing and January 2, 2025.

A copy of the Merger Agreement is attached to this proxy statement as Annex A.

The issuance of the Stock Consideration pursuant to the Merger Agreement must be approved by the Company’s shareholders in accordance with applicable NYSE listing rules in order for the Transaction to be consummated. This proxy statement and its Annexes contain important information about the proposed Transaction and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held on [●], 2024 at [●] Eastern Time, at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131.

Q: What is the difference between a shareholder of record and a shareholder who holds stock in street name?

A: Shareholders of Record. If your shares are registered in your name with our transfer agent, Computershare, you are a shareholder of record with respect to those shares and the proxy materials were sent directly to you.

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Street Name Holders. If you hold your shares in an account at a bank or broker, then you are the beneficial owner of shares held in “street name.” The proxy materials were forwarded to you by your bank or broker, who is considered the shareholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank or broker on how to vote the shares held in your account.

Q: How can I access the proxy materials for the Special Meeting?

A: Shareholders may access the proxy materials, which include the Notice of Special Meeting of Shareholders and this proxy statement, on the Internet at [●]. We will also provide a hard copy of any of these documents free of charge upon request by writing us at: 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, Attention: Corporate Secretary. In addition, shareholders may obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitor at the following address and telephone number: [●] and [●].

Q: How do I attend the Special Meeting? What do I need to bring?

A: All shareholders as of the record date may attend the Special Meeting. Please bring to the meeting:

If you hold your shares in street name, you will not be able to vote your shares at the Special Meeting without a legal proxy, as described in the Question that immediately follows.

Please note that use of cameras, phones or other similar electronic devices and the bringing of large bags, packages or sound or video recording equipment will not be permitted in the meeting room. Attendees will also be required to comply with rules of order and procedure that will be available at the meeting.

Q: How can I vote at the Special Meeting if I own shares in street name?

A: If you are a street name holder, you may not vote your shares at the Special Meeting unless you obtain a legal proxy from your bank or broker. A legal proxy is a bank’s or broker’s authorization for you to vote the shares it holds in its name on your behalf. To obtain a legal proxy, please contact your bank or broker for further information.

Q: What shares are included on the proxy card or voting instruction form?

A: If you are a shareholder of record, you will receive only one proxy card for all the shares of Common Stock you hold:

If you hold your shares in street name, you will receive one voting instruction form for each account you have with a bank or broker. If you hold shares in multiple accounts, you may need to provide voting instructions for each account.

Q: What are the specific proposals on which I am being asked to vote at the Special Meeting?

A: The Company’s shareholders are being asked to approve the following proposals:

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Q: What will happen in the Transaction?

A: On July 30, 2024, the Company entered into the Merger Agreement with Marcum, MAG, Merger Sub and the Owner Representative. Under the terms of the Merger Agreement, Merger Sub will merge with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company. Prior to the closing of the Merger, Marcum will contribute substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG will assume certain Marcum liabilities. In a separate transaction, CBIZ CPAs will complete the Attest Purchase.

Q: How will the Transaction impact the shares of the Company outstanding after the Transaction?

A: The Stock Consideration will be delivered over approximately four years as specified in the Merger Agreement. The Stock Consideration, once fully issued, will constitute approximately 22% of our outstanding shares of Common Stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding.

Q: Will the Board of the Company change in the Transaction?

A: Yes. The Merger Agreement provides Marcum the right to nominate a director to be appointed to the Board at closing, subject to compliance with certain requirements and the recommendation of the Company’s Nominating and Governance Committee and approval by the Board.

Q: Will the Company obtain new financing in connection with the Transaction?

A: Yes. The Company has obtained committed financing to, among other things, fund the cash portion of the purchase price pursuant to the Commitment Letter, which provides for Credit Facilities in an aggregate principal amount of $2.0 billion, consisting of (a) a $600 million five-year senior secured revolving credit facility and (b) a $1.4 billion five-year senior secured term loan facility. The funding of the Credit Facilities is contingent on the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Credit Facilities in accordance with the terms set forth in the Commitment Letter and (ii) consummation of the Transaction.

Q: What conditions must be satisfied to complete the Transaction?

A: There are a number of closing conditions in the Merger Agreement in addition to approval of the Stock Issuance Proposal, including, among others, (a) the expiration of all waiting periods and receipt of all approvals required under the HSR Act; (b) Marcum obtaining the requisite approval of its partners as specified in the Merger Agreement, which approval has been obtained; (c) the Company obtaining the Debt Financing; and (d) the completion of the Attest Purchase. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, please see the section entitled “Proposal No. 1—Stock Issuance Proposal—The Merger Agreement—Conditions to Closing of the Transaction.”

Q: Why is the Company proposing the Stock Issuance Proposal?

A: We are proposing the Stock Issuance Proposal to comply with applicable NYSE listing rules, which require shareholder approval prior to the issuance of securities representing 20% or more of the outstanding voting power or the number of shares of Common Stock outstanding before such issuance.

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In connection with the Transaction, we estimate that we will issue approximately 14.4 million shares of Common Stock (subject to calculation and adjustment as described in the Merger Agreement). Because we are issuing 20% or more of our outstanding shares of Common Stock, we are required to obtain shareholder approval of such issuance pursuant to applicable NYSE listing rules. For more information, please see the section entitled “Proposal No. 1—Stock Issuance Proposal.”

Q: Why is the Company proposing the Adjournment Proposal?

A: We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal or if a quorum is not present. Please see the section entitled “Proposal No. 2—The Adjournment Proposal” for additional information.

Q: What constitutes a quorum at the Special Meeting?

A: The holders of a majority of the shares of Common Stock entitled to vote as of the close of business on the record date must be present in person or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. In the absence of a quorum, the holders of a majority of such shares of Common Stock present in person or by proxy have the power to adjourn the Special Meeting. As of the record date for the Special Meeting, [●] shares of our Common Stock are required to achieve a quorum.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A: The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, assuming a quorum is present. Accordingly, abstentions will have the same effect as a vote against the proposal. A shareholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the Stock Issuance Proposal (assuming a quorum is present).

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, whether or not a quorum is present. Accordingly, abstentions will have the same effect as a vote against the proposal. A shareholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the Adjournment Proposal.

Q: What is the record date and what does it mean?

A: The record date for the Special Meeting is [●], 2024. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Special Meeting, or at any adjournments or postponements of the Special Meeting. On [●], 2024, there were [●] shares of Common Stock issued, outstanding and entitled to vote. Each owner of record on the record date is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held.

Q: How do I vote?

A: If you were a holder of record of our Common Stock on [●], 2024, the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, by telephone using the toll-free number on your proxy card or through the Internet using the procedures described on the proxy card.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner

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you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●] a.m. Eastern Time on [●], 2024. If you are a street name holder, you will receive instructions on how you may vote from your bank or broker.

Voting in Person at the Meeting. If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting By Telephone or Internet. All shareholders of record can vote by telephone using the toll-free telephone number on the proxy card, or through the Internet using the procedures and instructions described on the proxy card. Street name holders may vote by Internet or telephone if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

For additional information, please see the section entitled “Special Meeting of Shareholders.”

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Shareholders should specify their choice for each matter in the manner described on their proxy card. Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q: If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Special Meeting or not, please read this proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided or voting by telephone or Internet.

Q: Are my shares voted if I do not provide a proxy?

A: If you are a shareholder of record and do not provide a proxy, you must attend the Special Meeting in order to vote. If you hold shares through an account with a bank or broker, the bank or broker will not vote your shares if you do not provide voting instructions. Banks and brokers have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on routine matters. The votes on the matters described in this proxy statement are not considered routine and banks and brokers cannot vote shares without instruction on those matters. Therefore, if you hold shares through an account with a bank or broker and you wish to have your vote recorded, you must provide voting instructions.

Q: How will a broker non-vote impact the results of each proposal?

A: We do not expect broker non-votes because the matters described in this proxy statement are not considered routine. Shares that are not voted by banks and brokers because they do not receive voting instructions will not have any effect on the outcome of any of the proposals (with respect to the Stock Issuance Proposal, assuming a quorum is present).

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Q: If I submit a proxy, may I later revoke it and/or change my vote?

A: Yes. Shareholders may revoke a proxy and/or change their vote prior to the completion of voting at the Special Meeting by:

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to cast your vote with respect to all of your shares.

Q: Who counts the votes?

A: We have retained Computershare to act as independent inspector of the election.

Q: What are my choices when voting on each of the proposals to be considered at the Special Meeting?

A: For each proposal, shareholders may:

Q: What is the Board’s recommendation regarding each proposal?

A: The Board of Directors makes the following recommendation regarding each proposal:

Q: What happens if I vote against the Stock Issuance Proposal?

A: If you vote against the Stock Issuance Proposal, but the Stock Issuance Proposal still obtains the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, assuming a quorum is present, then the Stock Issuance Proposal will be approved and, assuming the satisfaction or waiver of the other conditions to closing and that the Merger Agreement is not otherwise terminated, the Transaction will be consummated in accordance with the terms of the Merger Agreement.

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If you vote against the Stock Issuance Proposal and the Stock Issuance Proposal does not obtain the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, assuming a quorum is present, then the Stock Issuance Proposal will fail and we will not consummate the Transaction pursuant to the Merger Agreement. If the Stock Issuance Proposal fails and Marcum terminates the Merger Agreement, the Company is required to pay Marcum a termination fee of $25.0 million.

Q: Did the Board obtain a fairness opinion in determining whether to proceed with the Transaction?

A: Yes, the Board received a fairness opinion from Perella Weinberg as to the fairness, from a financial point of view and as of the date of such opinion, to the Company of the consideration to be paid by the Company pursuant to the Merger Agreement. Please see the section entitled “Proposal No. 1—Stock Issuance Proposal—Opinion of the Company’s Financial Advisor” and the opinion of Perella Weinberg attached hereto as Annex B for additional information.

Q: Do I have appraisal rights if I object to the proposed Transaction?

A: No. Appraisal rights are not available to holders of our Common Stock in connection with the Transaction.

Q: When is the Transaction expected to be completed?

A: The closing of the Transaction is expected to take place on the date that is the third business day after satisfaction (or, to the extent permitted, waiver) of the conditions described below in the subsection entitled “Proposal No. 1—Stock Issuance Proposal—The Merger Agreement—Conditions to Closing of the Transaction.”

Subject to approval by the Company’s shareholders of the Stock Issuance Proposal and the satisfaction of the other conditions set forth in the Merger Agreement, the Transaction is expected to close in the fourth quarter of 2024.

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A: The Company is soliciting proxies on behalf of its Board. The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged [●] (“[●]”)] to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay [●] a fee of $[●], plus disbursements, and will reimburse [●] for its reasonable out-of-pocket expenses and indemnify [●] and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

CBIZ, Inc.

5959 Rockside Woods Blvd. N., Suite 600

Independence, Ohio 44131

(216) 447-9000

Attention: Corporate Secretary

You may also contact our proxy solicitor at:

[●]

[●]

[●]

Individuals, banks and brokers, please call toll-free: [●]

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information; Incorporation of Certain Documents by Reference.”

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference herein include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein or therein that address business performance, financial condition, activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including but not limited to:

All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect events or circumstances that subsequently occur or of which it subsequently becomes aware.

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the Transaction and the proposals to be voted on at the Special Meeting. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability of the Company to complete or realize the anticipated benefits of the Transaction, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Company following the Transaction. We or Marcum may face additional risks and uncertainties that are not presently known to us or Marcum, or that we or Marcum currently deem immaterial, which may also impair our or Marcum’s business, cash flows, financial condition and results of operations.

If the conditions to the Transaction are not satisfied, the Transaction will not be completed.

The completion of the Transaction is subject to various closing conditions in addition to approval of the Stock Issuance Proposal, including, among others, (a) the expiration of all waiting periods and receipt of all approvals required under the HSR Act, (b) Marcum obtaining the requisite approval of its partners as specified in the Merger Agreement, which has been obtained, (c) the Company obtaining the Debt Financing and (d) the completion of the Attest Purchase. Certain of the conditions to the closing of the Transaction are not within our control, and we cannot predict when or if these conditions will be satisfied. The failure to satisfy any of the required conditions could delay the completion of the Transaction or prevent it from occurring. Any delay or failure in completing the Transaction could cause us not to realize some or all of the benefits that we expect to achieve. There can be no assurance that the conditions to the closing of the Transaction will be satisfied or that the Transaction will be completed.

Failure to complete the Transaction could negatively impact our stock price and our future business and financial results.

If the Transaction is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of the Transaction, we could be subject to a number of negative consequences, including, among others, (a) negative reactions from investors and the financial markets, including negative impacts on our stock price, (b) a termination fee if the Transaction is not completed due to failure to of our shareholders to approve the Stock Issuance Proposal or failure to receive the Debt Financing, and (c) significant transaction expenses, both direct and indirect in the form of opportunity costs, to us in connection with the Transaction, which are significant and have been and will be incurred regardless of whether the Transaction is completed. If the Transaction is not completed or if completion of the Transaction is delayed, any of these risks may adversely affect our business, financial condition, results of operations, and stock price.

We may fail to realize the anticipated benefits of the Transaction, or it may prove disruptive and could result in the combined business failing to meet our expectations.

The success of the Transaction will depend, in part, on our ability to successfully integrate Marcum with our current operations. The Transaction will be our largest acquisition to date, and the size and complexity of the Transaction creates inherent challenges, risk and uncertainty in the integration process. If we are not able to successfully integrate Marcum, operationally and culturally, the anticipated benefits of the Transaction may not be realized fully or at all or may take longer or cost more to realize than expected. The process of integrating Marcum’s operations will likely require a disproportionate amount of resources and management attention. Our management team may also encounter unforeseen difficulties in managing the integration process. It is possible that the integration process could result in the disruption of our and Marcum’s ongoing businesses, the loss of client relationships or difficulties in generating new client relationships and inconsistencies in standards, controls, procedures, practices and policies that could adversely impact our operations. Disruption and distraction

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caused by this process could also prevent us from pursuing, or otherwise divert resources and attention from, otherwise attractive business and growth opportunities.

Even if we successfully integrate Marcum, there can be no assurance we will realize the anticipated benefits of the Transaction. While our management and advisors have spent significant time and resources evaluating Marcum’s business, it is difficult to predict future performance and the benefits from a Transaction involving large and complex organizations. It is also possible that we may have underestimated liabilities that we are assuming, or we may assume liabilities that are unknown or that we did not foresee, any of which could increase the effective cost of the Transaction and adversely impact our financial condition or results of operations. The performance and benefits that we ultimately achieve may be influenced by a variety of factors, many of which are outside of our control. If we do not achieve the anticipated benefits of the Transaction, at all or in the expected timeframe, our business could be adversely affected.

Our stock price could be adversely impacted if we do not perform to expectations following the Transaction.

The market price of our Common Stock could be adversely affected if we do not perform to our own and investor expectations following the closing of the Transaction. We will be a larger and more complex organization following the closing of the Transaction, and in order to maintain and earn the trust of our investors, we will have to effectively execute on our strategy to integrate Marcum and achieve the anticipated benefits and synergies of the Transaction. This process will take time, and it will be necessary to effectively communicate our progress and strategy to investors over the short and long term. If we experience challenges or delays in this process, it could adversely impact, or cause volatility in, our operating results. It could also result in a decrease in investor confidence and have an adverse impact to the market price of our Common Stock or cause increased volatility in trading prices.

The loss of key personnel could have a material adverse effect on our financial condition, results of operations, and growth prospects.

Our success following the Transaction will depend on the continued contributions of officers, business unit leaders and other key employees. The integration process may result in the loss of key personnel, whether such loss is through resignation or other causes, or the inability to attract additional qualified personnel. In order to obtain the benefits of the Transaction, the Company will need to retain the services of Owners and other key Marcum personnel. The Transaction will result in changes for these Owners and other key Marcum personnel, in terms of compensation structure and form (subject to compliance with the Merger Agreement), organizational and leadership structure, culture and otherwise, as they move from working in a private organization to a publicly-traded company, and it is uncertain how they will react. In addition, the Transaction could result in disruption and changes for the Company’s existing key personnel, and it is also uncertain how they will react. Although most of our key personnel are subject to non-compete and other restrictive covenants and the Owners are entering into the Restrictive Covenant Agreement in connection with the Transaction, in light of the competitive employment environment and risks related to the enforcement of restrictive covenants, we cannot assure you that these agreements will be effective and that we will be able to retain the services of such personnel. The loss of such personnel or an inability to attract, retain and motivate qualified personnel may impair the Company’s ability to achieve its financial goals or realize the anticipated benefits of the Transaction, which could have a material adverse effect on the Company’s financial condition, results of operations, and growth prospects. Further, the replacement of any key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of the Company’s business objectives.

Our increased leverage following the Transaction may adversely impact our business.

We will incur substantial indebtedness to fund the Transaction. As a result, our debt to EBITDA ratio will increase significantly immediately following the closing. If we do not perform in accordance with our expectations following the Transaction, we could be unable to reduce our debt to EBITDA ratio to consistent with our prior levels, whether in anticipated timeframes or at all. We could also face difficulties servicing and complying with the covenants and other terms of our debt instruments. The Debt Financing provides for floating-

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rate indebtedness, so increases in interest rates could result in higher interest expense and/or additional hedging costs. In addition, if we are unable to reduce our levels of indebtedness following the Transaction, we may be unable to pursue business and growth opportunities and uses of capital that would be beneficial to us and our shareholders, such as additional acquisitions and share repurchases. We also cannot provide assurance that we will be able to consummate the Debt Financing on the terms contemplated by our financing commitments, if at all. If the financing that we ultimately obtain is on less favorable terms than currently contemplated, the foregoing risks could be exacerbated.

The significant number of shares issuable as the Stock Consideration may adversely impact our stock price.

There can be no assurance the Transaction will be accretive to earnings per share, at all or in expected timeframes. If the Company does not perform as expected following the Transaction or costs are greater than anticipated, its earnings per share could be adversely impacted by the significant increase in outstanding shares. In addition, although restrictions on resale under applicable securities laws will prevent sales in at least the six months following closing, Owners will not be subject to contractual limitations on their ability to resell shares once they receive them. While the delivery of the Stock Consideration in installments over approximately four years may mitigate the potential for sales of a large volume at any particular time, persistent selling, or the perception of persistent selling, could adversely impact the market price of our Common Stock.

Our current shareholders will have a reduced ownership and voting interest after the Transaction compared to their current ownership.

Once fully issued, the Stock Consideration is expected to constitute approximately 22% of our outstanding shares of Common Stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding. As a result, our current shareholders will own a meaningfully smaller percentage of the Company than they currently own, and collectively will have less ability to influence the Company’s management and policies. In addition, to the extent that Owners retain a significant portion of the shares that are issued to them, they will collectively have significant influence on any matters requiring a vote of shareholders.

We may be subject to litigation or threats of litigation challenging the Transaction.

Securities class action lawsuits and derivative lawsuits are often brought against publicly traded companies that have entered into merger agreements or other significant transactions requiring approval of shareholders, such as the Transaction. Even if the lawsuits are without merit, defending against these claims and threats of these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Company. These lawsuits could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin the parties from consummating the Transaction. Any such injunctive or equity action could prevent or delay the closing of the Transaction, adversely impacting our ability to realize the benefits of the Transaction and subjecting us to additional costs.

Restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Services 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.

Restrictions imposed by independence requirements and state accountancy laws and regulations preclude us from rendering audit and other attest services (other than internal audit services). As such, we and our subsidiaries maintain joint-referral relationships and Administrative Services Agreements with independent licensed CPA firms under which audit and other attest services may be provided to our clients by such CPA firms. The CPA firms are owned by licensed CPAs, a vast majority of whom are employed by us.

As a condition to closing the Transaction, CBIZ CPAs will complete the Attest Purchase by purchasing from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions. We expect the

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Attest Purchase to significantly increase the attest services covered under our existing Administrative Services Agreement with CBIZ CPAs and the revenues that we generate through this agreement.

Under the Administrative Services Agreement with CBIZ CPAs and our other Administrative Services Agreements, we provide a range of services to the CPA firms, including: functions such as professional staff, office management, bookkeeping, and accounting; preparing marketing and promotion materials; and providing office space, computer equipment, systems support and administrative support. Services are performed in exchange for a fee. Fees earned by us under the Administrative Services Agreements are recorded as revenue in our consolidated statements of comprehensive income. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to us is reduced on a proportional basis.

The Administrative Services Agreements do not provide us with control over the associated CPA firms, which are independent parties. As such, the continuation of the associations with these CPA firms is subject to the terms and lengths of the various Administrative Services Agreements, and the ability of the parties to work cooperatively together. Our ability to provide non-attest services to clients that receive attest services from the associated CPA firms may be contingent on our ability to extend the Administrative Services Agreements as they expire, and the ability and willingness of the CPA firms to retain their attest clients. Further, our ability to realize the anticipated benefits of the Transaction will depend in significant part upon maintaining our relationship with CBIZ CPAs and its ability to integrate Marcum’s attest business assets in an efficient and effective manner. Similar to risks associated with our ability to integrate Marcum’s non-attest business, the size and complexity of the Transaction creates inherent challenges, risk and uncertainty in the integration process. Any inability by CBIZ CPAs to successfully and timely integrate Marcum’s attest business assets could have a material adverse effect on our business and results of operations following the closing of the Transaction.

With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff has informed us that, under Regulation S-X, it considers the Company to be an “associated entity” of the CPA firms with which CBIZ has contractual relationships. Accordingly, we do not hold any financial interest in, nor do we enter into any business relationship with, an SEC-reporting attest client that the CPA firm performing an audit could not maintain. Further, we do not provide any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not provide under the auditor independence restrictions set out in the Sarbanes-Oxley Act of 2002 and other rules and requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”). As a result, the acquisition and integration of Marcum’s attest assets into CBIZ CPAs and Marcum’s non-attest assets into the Company will result in conflicts and independence impairments that will likely require certain services to be terminated and result in a loss of revenue. Although we conducted due diligence on conflicts and independence issues in connection with the Transaction, it is possible that the conflicts and independence issues, and potential loss of revenue, could be more significant than anticipated. However, applicable professional standards generally permit us to provide additional services to privately held companies, in addition to those services which may be provided to SEC-reporting attest clients of a CPA firm. We and the CPA firms have implemented policies and procedures designed to enable us to maintain independence and freedom from conflicts of interest in accordance with applicable standards. In the past, given the pre-existing limits set by us on our relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the imposition of independence restrictions under the Sarbanes-Oxley Act of 2002, SEC rules or interpretations, and PCAOB standards did not materially affect our revenues. Following the Attest Purchase, there will be a significant increase in the number of SEC-reporting attest clients of CBIZ CPAs (from very few or none in recent periods to well over 100 following the Attest Purchase). As a result, it may be more challenging to manage conflicts of interest and independence restrictions and these challenges could adversely impact our revenues and results of operations. SEC staff has further informed us that independence rules that apply to clients that receive attest services under SEC and PCAOB standards from such CPA firms would prohibit such clients from holding any Common Stock.

There can be no assurance that following the policies and procedures implemented by us and the CPA firms will enable us and the CPA firms to avoid circumstances that would cause us and them to lack independence

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from an SEC-reporting attest client; nor can there be any assurance that state, United States Government Accountability Office or United States Department of Labor accountancy authorities will not impose additional restrictions on the profession. To the extent that the CPA firms for whom we provide staffing, administrative and other services are affected, we may experience a decline in fee revenue from these businesses as well as expenses related to addressing independence concerns. To date, revenues derived from providing services in connection with attestation engagements of the attest firms performed for SEC-reporting clients have not been material, but we expect they will significantly increase following the Attest Purchase.

Recent SEC and PCAOB sanctions against Marcum may adversely impact our performance and reputation.

On June 21, 2023, Marcum agreed to pay an aggregate of $13.0 million as a result of charges by the SEC and the PCAOB. In addition, Marcum was censured and required to adhere to several undertakings, including retaining an independent consultant to review and evaluate its audit, review and quality control policies and procedures. The charges against Marcum related to quality control failures and violations of audit standards in connection with audit work for a large number of special purpose acquisition company (SPAC) clients, as well as other clients. Following the Attest Purchase, Marcum’s attest business will be subject to CBIZ CPAs’ system of quality control, and there is uncertainty as to how CBIZ CPAs’ quality control procedures will impact the ability of Marcum’s attest business to profitably retain and grow client business over time. In addition, CBIZ CPAs’ system of quality control procedures could be subject to additional regulatory scrutiny following the Transaction as a result of the events described above. Whether as a result of any such scrutiny or for other reasons, it is possible CBIZ CPAs could determine additional investments in control procedures are appropriate following the Attest Purchase. Any additional investments or the implementation of any additional control procedures could impact our profitability going forward. There also may be adverse reputational impacts as a result of the SEC and PCAOB order that may adversely affect CBIZ CPAs and us following the closing of the Transaction. Any of the foregoing could adversely impact our results of operations.

If we are unable to implement and maintain effective internal control over financial reporting following completion of the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock may decline.

We and Marcum currently maintain separate internal control over financial reporting with different financial reporting processes and systems. In addition, Marcum is a private company and not subject to the enhanced public company requirements with respect to internal control over financial reporting. Marcum has identified certain material weaknesses in its internal control over financial reporting related to accounting for contingent liabilities in connection with acquisitions, post-retirement obligations, financial statement footnote disclosures and cost assessments and the corresponding impact on revenue on a project level basis. As Marcum’s internal control over financial reporting has not previously been subject to audit, additional material weaknesses could be discovered. Marcum also has not had to prepare quarterly financial information in the format that will be required for the Company’s public filings and in the timeframe in which it will be necessary. We will have to integrate Marcum’s internal controls and financial reporting processes and systems with ours following the closing of the Transaction. We may encounter difficulties and unanticipated issues in combining our respective accounting systems due to the complexity of the financial reporting processes and because Marcum has not previously been subject to public company financial reporting obligations. We may also identify errors or misstatements that could require adjustments or restatements to financial statements. If we are unable to implement and maintain effective internal control over financial reporting following completion of the Transaction, we may be unable to produce financial statements within required time periods or fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock may decline.

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Cyber-attacks or other security breaches involving our or Marcum’s computer systems or the systems of one or more of our or Marcum’s vendors could materially and adversely affect our business.

Our systems, and Marcum’s systems, like others in the industries we serve, are vulnerable to cybersecurity risks, and are subject to potential disruption caused by such activities. Companies like ours are subject to frequent attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption. We have experienced cyber-attacks and other security breaches in the past. Although to date such activities have not resulted in material disruptions to our operations or materially affected our business strategy, results of operations or financial condition, no assurance can be provided that we will not experience material disruptions or suffer material adverse effects in the future. Any future significant violations of our data security privacy could result in the loss of business, litigation, regulatory investigations, penalties, ongoing expenses related to notifications and client credit monitoring and support, and other expenses, any of which could damage our reputation and adversely affect the growth of our business.

Additional events or cyberattacks in the future could exacerbate the foregoing risks and create additional challenges to maintaining client relationships and our reputation. While we have deployed resources that are responsible for maintaining what we consider to be appropriate levels of cybersecurity, and while we utilize third-party technology products and services to help identify threats and protect our information technology systems and infrastructure against security breaches and cyber-incidents, we do not believe such resources or products and services can provide absolute protection against all potential risks and incidents. In addition, while we have reviewed Marcum’s cybersecurity measures as part of our consideration of the Transaction, they also cannot provide absolute protection against all potential risks and incidents and it is possible that we could be exposed to vulnerabilities following the closing of the Transaction that we did not foresee or anticipate.

We make risk-based decisions on the measures to implement, and our responsive and precautionary measures may not be adequate or effective to prevent, identify, or mitigate attacks by hackers, foreign governments, or other actors or breaches caused by employee error, malfeasance, or other disruptions and will need to continue to do so following closing of the Transaction. We and Marcum are also dependent on security measures that some of our third-party vendors and customers are taking to protect their own systems and infrastructures. In the past, our third-party vendors have experienced issues with their security measures. Although to date such issues have not resulted in material disruptions or materially affected our business strategy, results of operations or financial condition, no assurance can be provided that we will not experience material disruptions or suffer material adverse effects in the future if our third-party vendors do not maintain adequate security measures, do not require their subcontractors to maintain adequate security measures, do not perform as anticipated and in accordance with contractual requirements, or become targets of cyber-attacks.

Managing cybersecurity risks is a challenging process, and combining our systems and processes with those of Marcum could create additional complexity and challenges. If we fail to integrate our and Marcum’s security measures in a timely and effective manner, it could potentially result in a temporary increase in cybersecurity risks during the transition period.

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.

The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours. Those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services. Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and related innovations are increasing the competitiveness landscape.

The ability of our combined organization following the Transaction to invest in technology and data analytics in order to serve our client base is a key rationale for the Transaction. While this provides opportunities,

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it also can expose us to elevated risk if we do not effectively manage these investments, which may be significant. If we are not successful in anticipating or responding to technological changes, we may not generate a return on these investments and demand for our services could be further reduced by advanced technologies being deployed by our competitors. In some cases, we depend on key vendors and partners to provide technology and other support. If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected.

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.

At June 30, 2024, the net carrying value of our goodwill and other intangible assets totaled $1,035 million in the aggregate. On a pro forma basis after the Transaction, this value will significantly increase. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other, we assess these assets, including client lists, to determine if there is any indication of impairment. Failure to achieve the anticipated benefits of the Transaction, significant negative industry or economic trends, disruptions to our business, adverse changes resulting from new governmental regulations, divestitures and sustained market capitalization declines may result in recognition of impairments. Any impairment of goodwill or intangible assets would result in a non-cash charge against current earnings, which could lead to a material impact on our results of operations and financial condition. Given the significant increase in goodwill and intangible assets following the Transaction, the potential magnitude of any such impairment could also be significant.

The Transaction could exacerbate the other existing business risk that we face.

During the pendency of and following the Transaction, we will continue to be subject to the other business risks that we currently face as described in “Risk Factors” in our Annual Report on Form 10-K. However, it may be more challenging to effectively manage and mitigate these risks as a result of the significant resources that will be dedicated to the execution and integration of the Transaction. Disruptions or distractions as a result these efforts could make the risks we already face more likely to be realized, or subject us to additional risks. As part of our integration efforts, we will also need to ensure that our risk management policies and controls are appropriate for a larger and more complex organization. This will be an inherently challenging process that will take time, and we could be subject to elevated risks if we are not successful or are delayed in implementing effective policies and controls. In addition, the expanded size and complexity of our business after the Transaction is completed, as well as changes to the nature of our business, could increase the magnitude of some of the risks we face. There are substantial uncertainties associated with all of the foregoing, and any these risks may adversely affect our business, financial condition, results of operations, and stock price.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On July 30, 2024, the Company entered into a Merger Agreement with Marcum, MAG, Merger Sub, and the Owner Representative. Under the terms of the Merger Agreement, Merger Sub will merge with and into MAG, with MAG continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Merger”). Prior to the closing of the Merger, Marcum will contribute substantially all of its non-attest business assets to MAG, subject to certain exclusions, and MAG will assume certain Marcum liabilities. In a separate transaction, CBIZ CPAs P.C. (“CBIZ CPAs”), previously known as Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Services Agreement, will purchase from Marcum substantially all of Marcum’s attest business assets, subject to certain exclusions (the “Attest Purchase”). The Merger and the transactions contemplated by the Merger Agreement are referred to herein as the “Transaction.”

Please see the section titled “Proposal No. 1—Stock Issuance Proposal—The Merger Agreement” in this proxy statement for a description of the Merger Agreement.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives effect to the Transaction (including the Merger and the Attest Purchase) and the Debt Financing, as if those transactions had been completed on June 30, 2024 and combines the unaudited consolidated balance sheet of the Company as of June 30, 2024 with Marcum’s unaudited consolidated balance sheet as of June 30, 2024.

The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2024 and the twelve months ended December 31, 2023 give effect to the Transaction and the Debt Financing as if those transactions had occurred on January 1, 2023, the first day of the Company’s fiscal year 2023 and combines the historical results of the Company and Marcum. The unaudited pro forma condensed combined statements of income for the twelve months ended December 31, 2023 combines the audited consolidated statements of income of the Company for the twelve months ended December 31, 2023 and Marcum’s audited consolidated statements of income for the twelve months ended December 31, 2023. The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2024 combines the unaudited consolidated statements of income of the Company for the six months ended June 30, 2024 with Marcum’s unaudited consolidated statements of income for the six months ended June 30, 2024.

The historical financial statements of the Company and Marcum have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that constitute accounting adjustments, which are necessary to account for the Transaction, and the Debt Financing, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company management believes are reasonable.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

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Description of the Transaction

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid by the Company in connection with the Transaction is approximately $2.3 billion, on a cash-free and debt-free basis and subject to calculation and adjustments as provided in the Merger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the remainder is expected to be paid in approximately 14.4 million shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (based on $76.84 per share as fixed in the Merger Agreement, which was the 30-day volume weighted average price of our Common Stock as of three business days prior to the date of the Merger Agreement) (the “Stock Consideration”).

The Stock Consideration will be delivered as follows: (i) 5% of the total shares will be subject to continued service requirements and, subject to satisfaction of those requirements, will be delivered on the fourth anniversary of the closing (the “Performance Shares”); (ii) 20% of the total shares (or, for each individual Owner, 25% of such Owner’s shares, excluding such Owner’s Performance Shares) will be delivered on the later of three business days following closing and January 2, 2025; and (iii) 75% of the total shares will be delivered in 36 equal monthly installments, commencing on the later of the first trading day of the first month following closing and January 2, 2025. The Stock Consideration, once fully issued, will constitute approximately 22% of the Company’s outstanding shares of Common Stock, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding.

Each of the Company, Merger Sub, Marcum and MAG has provided customary representations, warranties and covenants in the Merger Agreement. The completion of the Merger is subject to various closing conditions, including, among others: (a) the expiration of all waiting periods and receipt of all approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (b) the Company obtaining shareholder approval of the issuance of the Stock Consideration; (c) Marcum obtaining the requisite approval of its partners as specified in the Merger Agreement, which approval has been obtained; (d) the Company obtaining the Debt Financing; and (e) the completion of the Attest Purchase.

The Merger Agreement may be terminated at any time prior to the consummation of the Merger upon agreement of the parties thereto, or by the Company or Marcum in specified circumstances. Both the Company and Marcum have the right to terminate the Merger Agreement if the Merger is not consummated on or prior to May 1, 2025, subject to certain exceptions. In the case of certain terminations under the circumstances described in the Merger Agreement, the Company may be required to pay a termination fee to Marcum of $48.0 million if the Debt Financing is not obtained or $25.0 million if the issuance of the Stock Consideration is not approved by Company shareholders or the Board changes its recommendation with respect to the Merger. Marcum would have been required to pay a termination fee to the Company of $22.0 million if the requisite approval of Marcum partners was not obtained within the time period specified in the Merger Agreement, but such approval has been obtained as of the date hereof.

Description of the Debt Financing

In connection with the Transaction, the Company has obtained committed financing to, among other things, fund the cash portion of the purchase price pursuant to an amended and restated commitment letter (the “Commitment Letter”) entered into on August 29, 2024, with Bank of America, N.A., BofA Securities, Inc. and the other Commitment Parties (as defined therein) party thereto, which provides commitments for senior secured credit facilities (the “Credit Facilities”) in an aggregate principal amount of $2.0 billion, consisting of (x) a

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$600 million five-year senior secured revolving credit facility (“Revolving Facility”) and (y) a $1.4 billion five-year senior secured term loan facility (“Term Facility”). The Credit Facilities are expected to bear interest at a rate equal to Term SOFR plus the Applicable Margin, which ranges from 1.375% to 2.50% depending on the Company’s Total Net Leverage Ratio as defined in the Commitment Letter. The funding of the Credit Facilities is contingent on the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Credit Facilities in accordance with the terms set forth in the Commitment Letter and (ii) consummation of the Transaction.

Accounting for the Transaction

The Transaction will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805—Business Combinations, which we refer to as “ASC 805.” The Company’s management has evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Transaction and concluded, based on a consideration of the pertinent facts and circumstances, that the Company will be the acquirer for financial accounting purposes. Accordingly, the Company’s cost to acquire Marcum has been allocated to the Company’s acquired assets and liabilities based upon their estimated fair values. The allocation of the Transaction consideration is estimated and is dependent upon estimates of certain valuations that are subject to change. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as an adjustment to goodwill. The allocation of the aggregate Transaction consideration and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1—Basis of Presentation for more information.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Transaction occurred as of the dates indicated. The unaudited pro forma condensed combined financial information also should not be considered indicative of the future results of operations or financial position of the Company.

The Merger is subject to closing adjustments that have not yet been finalized. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro form condensed combined financial information as required by SEC rules. Differences between these preliminary estimates and the final business combination accounting may be material.

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CBIZ, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2024

(In thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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CBIZ, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For The Six Months Ended June 30, 2024

(In thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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CBIZ, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Year Ended December 31, 2023

(In thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared by the Company in accordance with Article 11 of Regulation S-X to reflect the Merger, the Attest Purchase and the Debt Financing. As a result of the pre-existing ASA arrangement the Company has with CBIZ CPAs, the Company bears certain economic risks of CBIZ CPAs, and therefore CBIZ CPAs qualifies as a variable interest entity for which the Company is the primary beneficiary. Therefore, for purposes of the unaudited pro forma condensed combined financial information, the Attest Purchase is reflected in conjunction with the purchase of the non-attest business of Marcum, and together with the Merger and the Debt Financing, will be referred to herein as the “Transaction.”

The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of what the Company’s condensed combined statements of income or condensed combined balance sheet would have been had the Transaction been consummated as of the dates indicated or will be for any future periods. The unaudited proforma condensed combined financial information does not purport to project the future financial position or results of operations of the Company following the closing of the Transaction. The pro forma condensed combined financial information reflects transaction accounting adjustments the Company believes are necessary to present fairly the Company’s unaudited pro forma financial position and results of operations following the closing as of and for the periods indicated. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Transaction, nor does it reflect the costs to integrate the operations of the Company and Marcum or the costs necessary to achieve any cost savings, operating synergies, and revenue enhancements.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of the Company and Marcum. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of Transaction consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate Transaction consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate Transaction consideration has been made for the purpose of developing the unaudited proforma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Transaction could differ materially from the preliminary allocation of aggregate Transaction consideration.

The transaction accounting adjustments represent the Company’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The Company is not aware of any material transactions between the Company and Marcum (prior to the announcement of the Transaction) during the periods presented. Accordingly, adjustments to eliminate transactions between the Company and Marcum have not been reflected in the unaudited proforma condensed combined financial information.

The Company has commenced a preliminary review of Marcum’s accounting policies to determine if differences in accounting policies and account classifications require reclassification of results operations or reclassification of assets and liabilities to conform to the Company’s accounting policies and classifications. The accounting policies followed in preparing the unaudited pro forma condensed combined financial information reflect the adjustments known at this time to conform Marcum’s historical financial information to the Company’s significant accounting policies described in the Transaction Accounting Adjustments in Note 4(b) and 4(l) below.

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The Company may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. In addition, as discussed in Note 2, certain reclassification adjustments have been made to conform Marcum’s historical financial statement presentation to the Company’s historical financial statement presentation.

Note 2 – Reclassification and Perimeter Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, the Company management performed a preliminary analysis of Marcum’s financial information to identify differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has made reclassification adjustments to conform Marcum’s historical financial statement presentation to the Company’s historical financial statement presentation. Following the Transaction, the combined company will finalize the review of its financial statement presentation, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Additionally, the historical financial information of Marcum has been adjusted to remove the net assets and operations of certain Excluded Subsidiaries (as defined in the Merger Agreement) that are not being acquired or assumed as part of the Transaction. As such, the following unaudited pro forma condensed combined balance sheet adjustments reflect the elimination of the assets and liabilities attributable to the Excluded Subsidiaries, and the following unaudited pro forma condensed combined statements of income adjustments reflect the elimination of the direct revenues and expenses related to the Excluded Subsidiaries. The pro forma adjustments related to the deal perimeter are preliminary and are based upon currently available information and expectations as it relates to the deal perimeter. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Refer to the table below for a summary of reclassification and perimeter adjustments made to present Marcum’s balance sheet as of June 30, 2024 to conform with that of the Company’s:

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Refer to the table below for a summary of reclassification and perimeter adjustments made to present Marcum’s condensed consolidated statements of income for the six months ended June 30, 2024 to conform with that of the Company:

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Refer to the table below for a summary of reclassification and perimeter adjustments made to present Marcum’s condensed consolidated statements of income for the year ended December 31, 2023 to conform with that of the Company: