UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On February 11, 2026, the Board of Directors (the “Board”) of CBIZ, Inc. (the “Company”) authorized the continuation of the Company’s Share Repurchase Program, which has been authorized annually for more than twenty years. Pursuant to the Board’s authorization, the number of shares of common stock available to be purchased by the Company is 5 million shares, and the Share Repurchase Program expires March 31, 2027. The Share Repurchase Program supersedes and replaces the repurchase program authorized by the Board on February 11, 2025.
The Share Repurchase Program allows the Company to purchase shares of its common stock from time to time (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans. Open market purchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Privately negotiated transactions may include purchases from employees, officers and directors, in accordance with SEC rules. Privately negotiated transactions may also include purchases from former partners of Marcum LLP pursuant to the Company’s right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Company’s acquisition, in the event that the former partner intends to sell the shares in a market transaction in the four years following closing. The Company may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its shares under this authorization, which will allow for repurchases during periods when the Company would not normally be active in the trading market due to regulatory restrictions. The Share Repurchase Program does not obligate the Company to acquire any specific number of shares and may be suspended at any time. Any repurchases would only be made to the extent permitted under the Company’s current or any future credit facility.
The Company anticipates that it will obtain all of the funds necessary to purchase shares under the Share Repurchase Program, and to pay related fees and expenses, from operating cash flow and by borrowing under its credit facility.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 17, 2026
CBIZ, Inc.
| By: | /s/ Jaileah X. Huddleston | |||||||
| Name: | Jaileah X. Huddleston | |||||||
| Title: | Senior Vice President, Chief Legal Officer, and Corporate Secretary | |||||||