CBIZ, Inc. filings document the regulatory record for a NYSE-listed professional services advisor serving middle-market businesses. Recent Form 8-K reports furnish quarterly and annual operating results, financial condition updates, earnings outlook commentary, share repurchase authorizations, officer changes, and amendments to the company's bylaws.
CBIZ proxy materials describe corporate governance matters, director election standards, stockholder meeting procedures, advance notice provisions, universal proxy rules, and shareholder voting items. The filing record also identifies the company's common stock and related capital-structure disclosures, including repurchase mechanics and financing sources tied to operating cash flow and credit facilities.
CBIZ, Inc. (CBZ) offers a corrective rescission covering up to 2,331 common shares acquired under its employee stock purchase plan from October 16, 2023, through April 15, 2026. A configuration error caused the shares to be omitted from participant election forms, but they were already included in the initial offer’s 481,049-share total; CBIZ states no additional shares are being registered. Unless extended, the offer expires at 5:00 p.m. Eastern Time on October 23, 2026. CBIZ expects to pay eligible, properly submitted elections by October 30, 2026, or as soon as practicable thereafter.
For shares still held, payment is based on the ESPP purchase price plus interest at an annual rate of 5.44%, accruing monthly; CBIZ will not repurchase shares if that amount is below the last reported sale price on the expiration date. For shares sold at a loss, payment is based on the original purchase price less sale proceeds, plus interest over the stated periods. The offer will expire and settle before the proposed merger closes; the proposed merger consideration is $55.00 per share, with closing subject to customary conditions. The audit report states CBIZ did not maintain effective internal control over financial reporting as of December 31, 2025, citing material weaknesses in ESPP administration and goodwill reassignment.
CBIZ, Inc. (CBZ) reported that Senior Vice President & CFO Brad S. Lakhia had 5,813 shares of common stock withheld on September 17, 2026 to pay tax liabilities upon the vesting of previously reported restricted stock units granted on March 17, 2025. The shares were treated as a disposition back to the issuer for tax withholding, and Lakhia now holds 141,019.9545 shares of CBIZ common stock directly. No Rule 10b5-1 trading plan is reported for this transaction.
CBIZ, Inc. (CBZ) has entered into a Merger Agreement under which Viking MergerCo, Inc., a subsidiary of Viking ParentCo, Inc., an affiliate of Grant Thornton Advisors LLC, will merge with CBIZ, which will become a wholly owned subsidiary of Parent. At the Effective Time, each outstanding share of CBIZ common stock (other than Excluded and Dissenting Shares) will be converted into the right to receive $55.00 in cash per share, without interest and subject to withholding taxes. As of the September 16, 2026 record date, 54,940,482 shares were outstanding and entitled to vote. Completion of the merger requires approval by holders of a majority of outstanding shares and satisfaction of other closing conditions; the HSR Act waiting period has already expired. Parent estimates needing about $5.235 billion to fund the merger consideration and related costs, supported by committed debt financing and up to $835 million in equity commitments. If completed, CBIZ will be taken private, its shares will be delisted from the NYSE, and stock registration under the Exchange Act will be terminated. Stockholders who properly perfect appraisal rights may instead receive a court-determined cash amount. If the merger is not completed, CBIZ will remain public, and specified termination fees may be payable by either party in certain circumstances.
CBIZ, Inc. (CBZ) has agreed to be acquired by Viking ParentCo, Inc., an affiliate of Grant Thornton Advisors LLC, in an all-cash merger. Viking MergerCo, Inc. will merge into CBIZ, which will survive as a wholly owned subsidiary of Parent.
At the effective time, each CBIZ common share (excluding treasury, subsidiary, Parent-held and properly perfected appraisal shares) will be converted into the right to receive $55.00 in cash per share, without interest and subject to tax withholding. Following closing, CBIZ shares will cease trading on the NYSE and registration under the Exchange Act will be terminated.
The board of directors unanimously approved the merger agreement, determined the transaction is fair and in the best interests of stockholders, and recommends voting FOR the merger agreement, FOR the advisory merger‑related compensation proposal, and FOR the adjournment proposal. Goldman Sachs & Co. LLC delivered a fairness opinion supporting the $55.00 per share consideration.
The merger requires approval by holders of a majority of outstanding shares as of the record date and satisfaction of closing conditions, including expiration or termination of the HSR Act waiting period. The transaction is not subject to a financing condition and is backed by equity commitments of up to $835 million and committed debt financing. Stockholders who comply with Delaware law may seek appraisal instead of receiving the cash consideration.
FMR LLC filed Amendment No. 3 reporting a passive ownership stake in CBIZ Inc common stock. FMR LLC and related filers beneficially own 4,463,715.01 shares of CBIZ common stock, representing 8.3% of the class identified by CUSIP 124805102.
FMR LLC has sole voting power over 4,463,208 shares and sole dispositive power over 4,463,715.01 shares, with no shared voting or dispositive power reported. Abigail P. Johnson is reported with sole dispositive power over the same 4,463,715.01 shares, but no voting power. One or more other persons may receive dividends or sale proceeds from these shares, but no such person holds more than five percent of CBIZ common stock.
CBIZ, Inc. is using an automatic shelf registration on Form S-3 to conduct a rescission offer for up to 481,049 shares of Common Stock acquired under its 2007 Amended and Restated Employee Stock Purchase Plan between October 16, 2023 and April 15, 2026. Eligible current and former participants may receive back the ESPP purchase price plus an amount labeled as interest at 5.44% per year, with additional amounts for shares previously sold at a loss, subject to detailed conditions tied to the NYSE trading price on the September 8, 2026 expiration date. The offer is intended to address possible noncompliance with Securities Act registration requirements and limit contingent rescission liability. CBIZ states it will receive no proceeds from the offer and will fund all payments itself. The company also discloses that its ESPP failed to qualify under Section 423 of the Internal Revenue Code during the purchase period and that there were material weaknesses in internal control, including ESPP administration, as of December 31, 2025.
CBIZ, Inc. director Sherman A. Haag exercised stock options covering 50,000 shares of Common Stock at an exercise price of $24.62 per share on 2026-08-04. He acquired 50,000 Common shares and had 22,354 shares withheld at $55.07 per share to satisfy the exercise price through a net exercise under a Rule 10b5-1 plan, leaving 0 option shares from this grant outstanding.
CBIZ, Inc. filed an amended annual report to address material weaknesses in internal control over financial reporting related to administration of its Employee Stock Purchase Plan and reassignment of goodwill among reporting units. Management states these weaknesses did not change previously issued consolidated financial statements.
The amendment updates risk factors, market and equity disclosures, financial statements and controls sections, and includes an updated audit report from KPMG LLP expressing an adverse opinion on internal control over financial reporting as of December 31, 2025. It also recasts prior-period segment information following an organizational change from three to two reportable segments: Financial Services and Benefits and Insurance Services.
For 2025, CBIZ reported total revenue of $2,757,991 thousand, with Financial Services contributing $2,348,358 thousand and Benefits and Insurance Services $409,633 thousand. Goodwill and other intangible assets totaled $2,329.8 million and $540.0 million, respectively, and the aggregate market value of non‑affiliate common stock was approximately $3,830.6 million as of June 30, 2025.
CBIZ, Inc. reported second‑quarter and first‑half 2026 results and agreed to be acquired. For Q2 2026, revenue was $682,206 thousand, essentially flat year over year, while net income fell to $18,604 thousand and diluted EPS to $0.31. First‑half 2026 revenue rose to $1,530,785 thousand, net income to $171,391 thousand, and free cash flow to $110,488 thousand, up from the prior year.
CBIZ and Grant Thornton, backed by New Mountain Capital, entered a definitive merger agreement under which Grant Thornton will acquire CBIZ in an all‑cash transaction with an enterprise value of $5.0 billion, or $55.00 per share. Closing is expected in the fourth quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions, after which CBIZ will be privately held and its stock delisted from the NYSE. Because of the pending deal, CBIZ cancelled its earnings call, withdrew its 2026 guidance and suspended further updates.