We granted various stock-based awards under the CBIZ, Inc. 2019 Stock Omnibus Incentive Plan, as amended (the “2019 Plan”). The 2019 Plan, which expires in 2029, permits a maximum of 4.6 million stock options, restricted stock or other stock-based compensation awards to be granted. The terms and vesting schedules for the stock-based awards vary by type and date of grant. Shares subject to award under the 2019 Plan may be either authorized but unissued shares of our common stock or treasury shares. Refer to Note 15, Employee Stock Plans to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, for further discussion on the 2019 Plan and descriptions of the types of stock-based awards.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Restricted stock units and awards	$	5,977	$	5,134	$	18,729	$	15,282
Performance share units		546		2,200		3,429		4,291

Total stock-based compensation expense	$	6,523	$	7,334	$	22,158	$	19,573

Stock Options and Restricted Stock Units and Awards – The Company did not grant any stock options during the nine months ended September 30, 2026. 50 thousand stock options were exercised at a weighted average exercise price of $24.62 during the three months ended September 30, 2026. As of September 30, 2026, we have 100 thousand stock options outstanding with a weighted average exercise price per share of $40.52.

For the nine months ended September 30, 2026, the Company granted a total of 698 thousand Restricted Stock Units (“RSU”) to certain employees, of which 324 thousand RSUs vest on the third anniversary of the grant date, 99 thousand RSUs vest on the second anniversary of the grant date, and 275 thousand RSUs vest evenly over three years. Additionally, 42 thousand Restricted Stock Awards (“RSA”) were granted to non-employee directors.


	Restricted Stock Units and Awards
	Number of Shares		Weighted Average Grant-Date Fair Value (1)
Outstanding at beginning of year		911	$	70.36
Granted		740	$	28.20
Exercised or released		(120)	$	69.66
Expired or canceled		(26)	$	41.07

Outstanding at September 30, 2026		1,505	$	50.18

Performance Share Units (“PSUs”) –

PSUs are earned based on our financial performance over a contractual term of three years and the associated expense is recognized over that period based on the fair value of the award. A three-year cliff vesting schedule of the PSUs is dependent upon the Company’s performance measured against

pre-established

goals which are mainly based on a

weighted

combination of an earnings per share target and a total growth in revenue target or relative total shareholder return target. The fair value of PSUs is calculated using the market value of a share of our common stock on the date of grant. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 200% of the number of PSUs initially granted, except for the PSUs granted in 2025 that shall not exceed 300%.


	Performance Share Units		Weighted Average Grant-Date Fair Value Per Unit (1)
Outstanding at beginning of year		253	$	64.83
Granted		256	$	28.33
Vested		(102)	$	48.40
Canceled		(15)	$	48.16

Outstanding at September 30, 2026		392	$	45.89