CBIZ (CBZ) risk factors, FY2025 10-K

CBIZ's FY2025 10-K, filed Feb 26, 2026, lists 35 risk factors. Against the prior year's 32: 7 new, 4 dropped, 6 substantially reworded.

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Risk factors listed
350 groups
New this year
7vs 32 last year
Dropped
4since the prior 10-K
Substantially reworded
6of those kept
Section length
9k wordsItem 1A

What the changes say

  • Marcum transaction risks now emphasize integrating separate non-attest and attest assets and identifying assumed liabilities.
  • Operating risks focus on professional utilization, pricing, cost control, reputation, client retention and demand sensitivity.
  • Debt remains significant, while equity issuance, activist investors and stockholder resale activity add capital-markets risk.

What changed since the prior 10-K

New

  • New

    Our business could be adversely affected if the non-attest business assets we acquired, or the attest assets CBIZ CPAs acquired, from Marcum do not perform to our expectations or we underestimate the liabilities we are assuming

    The acquired Marcum non-attest and attest assets may underperform, while CBIZ may have underestimated or inherited unknown liabilities.

  • New

    Our profitability could suffer if we are not able to effectively utilize our employees, maintain operational efficiencies or manage our cost structure

    Low professional utilization, pricing pressure, staffing mismatches or weak demand could increase fixed costs, turnover and unprofitable capacity.

  • New

    Claims or adverse publicity could harm our brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targets

    Claims, adverse publicity or controversial engagements could damage CBIZ’s reputation and reduce clients, talent and acquisition opportunities.

  • New

    Uncertainty in the current economic and geopolitical environment could lead to declines in demand for certain of our services

    Recessions, inflation, interest rates, geopolitical conflicts, tariffs and weaker business activity could reduce demand and increase pricing pressure.

  • New

    Failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets, and may have a material adverse effect on our business, financial condition and results of operations

    Professional misconduct, illegal practices, missed client expectations or poor work could weaken CBIZ’s brand and business relationships.

  • New

    We are dependent on our existing client base and our ability to retain and expand our relationships with those clients. Our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our revenue or unexpected costs

    Clients can terminate engagements without notice or penalties, and changing client needs, acquisitions or service volumes could reduce revenue.

  • New

    We may be subject to the actions of activist stockholders

    Activist stockholders could challenge CBIZ’s board, strategy or management, disrupting operations, distracting employees and increasing stock-price volatility.

Dropped

  • Dropped

    Our business could be adversely affected if Marcum does not perform to our expectations or we underestimate the liabilities we are assuming

  • Dropped

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

    Marcum integration and performance could fall short, reducing anticipated Transaction benefits.

  • Dropped

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

  • Dropped

    Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs

Reworded

  • 46% rewritten

    The significant number of shares issuable as the stock consideration in the Transaction may adversely impact our stock price

    Marcum partners no longer face contractual resale restrictions, and CBIZ must deliver shares monthly for 36 months after January 2, 2025.

  • 38% rewritten

    We require a significant amount of cash for interest payments on our debt and to expand our business as planned

    Debt is now stated at $1,472.4 million under amended 2024 Credit Facilities; the prior text detailed cash-flow, default and expansion consequences.

  • 30% rewritten

    We will incur transaction, integration, and restructuring costs in connection with our acquisition program

    The risk now says acquisition-related costs may hurt objectives whether or not acquisitions are completed, rather than only if they fail.

  • 30% rewritten

    The future issuance of additional shares could adversely affect the price of our common stock

    Shares outstanding rose from 53.3 million to 54.7 million, while lock-up shares fell from 3.3 million to approximately 63 thousand.

  • 27% rewritten

    Restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Service Agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients

    The Attest Purchase is now described as having significantly increased attest services and ASA revenue, replacing the prior expectation.

  • 21% rewritten

    We are subject to risk as it relates to software that we license from third parties

    Replacement software may be unavailable on reasonable terms or within a reasonable timeline, adding timing risk to the prior cost-and-availability warning.

All 35 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Payments on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible
  2. 02Our business could be adversely affected if the non-attest business assets we acquired, or the attest assets CBIZ CPAs acquired, from Marcum do not perform to our expectations or we underestimate the liabilities we are assumingNew
  3. 03We are dependent on the services of our executive officers, and other key employees, the loss of any of whom may have a material adverse effect on our business, financial condition and results of operations
  4. 04Our profitability could suffer if we are not able to effectively utilize our employees, maintain operational efficiencies or manage our cost structureNew
  5. 05Restrictions imposed by independence requirements and conflict of interest rules, as well as the nature and terms of our current Administrative Service Agreements, limit our ability to provide services to clients of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to our clients27% rewritten
  6. 06Our 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
  7. 07Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on our results of operations
  8. 08We may fail to realize the anticipated benefits of acquisitions, or they may prove disruptive and could result in the combined business failing to meet our expectations
  9. 09Claims or adverse publicity could harm our brand, reputation and ability to compete and attract and retain clients, talent and future acquisition targetsNew
  10. 10We may not be able to acquire and finance additional businesses, which could limit our ability to pursue our business strategy
  11. 11We will incur transaction, integration, and restructuring costs in connection with our acquisition program30% rewritten
  12. 12Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition
  13. 13Uncertainty in the current economic and geopolitical environment could lead to declines in demand for certain of our servicesNew
  14. 14Changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and margins in our healthcare benefit businesses
  15. 15We are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses
  16. 16Cyberattacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business
  17. 17We are subject to risk as it relates to software that we license from third parties21% rewritten
  18. 18We are reliant on information processing systems and any failure or disruptions of these systems could have a material adverse effect on our business, financial condition and results of operations
  19. 19We could be held liable for errors and omissions
  20. 20The business services industry is competitive and fragmented. If we are unable to compete effectively, our business, financial condition and results of operations could be negatively impacted
  21. 21Failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets, and may have a material adverse effect on our business, financial condition and results of operationsNew
  22. 22We are dependent on our existing client base and our ability to retain and expand our relationships with those clients. Our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our revenue or unexpected costsNew
  23. 23Given our levels of share-based compensation, our tax rate may vary significantly depending on our stock price
  24. 24We may be subject to the actions of activist stockholdersNew
  25. 25Rapid technological changes could significantly impact our competitive position, client relationships and operating results and our ability to realize the anticipated benefits of the Transaction
  26. 26The widespread outbreak of a communicable illness or any other public health crisis could adversely affect our business, financial condition and results of operations
  27. 27We require a significant amount of cash for interest payments on our debt and to expand our business as planned38% rewritten
  28. 28Terms of the 2024 Credit Facilities could adversely affect our ability to run our business and/or reduce stockholder returns
  29. 29Our failure to satisfy covenants in our debt instruments could cause a default under those instruments
  30. 30Our increased leverage following the Transaction may adversely impact our business
  31. 31We may be more sensitive to revenue fluctuations than other companies, which could result in fluctuations in the market price of our common stock
  32. 32The significant number of shares issuable as the stock consideration in the Transaction may adversely impact our stock price46% rewritten
  33. 33The future issuance of additional shares could adversely affect the price of our common stock30% rewritten
  34. 34There is volatility in our stock price
  35. 35The price of our common stock could be adversely impacted if we do not perform to expectations following the Transaction

Other CBIZ 10-Ks

  • FY2024 10-K risk factors
    32 risks

    Marcum’s acquisition dominates the section, with integration, sanctions, controls, liabilities, and expected benefits creating concentrated execution risk.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.