Kouzelos Michael P 4

What Happened
Michael P. Kouzelos, President, Employee Services of CBIZ, received 10,623 shares on 2026-02-11 upon vesting of performance-based PSU awards granted in 2023. To satisfy tax withholding, 4,766 of those shares were withheld/disposed at an implied value of $30.47 per share, totaling $145,220. Net shares retained from the vesting were 5,857 shares (10,623 issued minus 4,766 withheld).

Key Details

• Transaction date: 2026-02-11; Form filed: 2026-02-13 (appears timely).
• Awarded shares: 10,623 shares acquired at $0.00 (performance-based PSU vesting; footnote F1).
• Tax withholding/disposition: 4,766 shares disposed at $30.47 each for $145,220 (footnote F2).
• Net shares received: 5,857 shares retained after withholding.
• Shares owned after the transaction: not specified in the provided filing data.
• Transaction types explained: A = award/grant; F = shares withheld/disposed to cover tax liability.

Context
This was not an open-market purchase or a sale for investment reasons but a routine vesting of previously granted performance share units with shares withheld to cover taxes (common for equity compensation). Such award vesting signals compensation realization rather than a direct buy/sell decision about company stock.