Welcome to our dedicated page for CBIZ SEC filings (Ticker: CBZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
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.
CBIZ, Inc. discovered it issued up to 481,049 ESPP shares beyond amounts authorized and registered, and plans a voluntary rescission offer to affected participants. If fully accepted, payments could reach about $20.2 million including interest, though management expects no material impact on overall financial condition or liquidity.
The company identified two material weaknesses in internal control over financial reporting, tied to ESPP share monitoring and goodwill reassignment among reporting units. As a result, management concluded controls were ineffective as of December 31, 2025, and prior management and KPMG opinions on internal control can no longer be relied on, although KPMG’s opinion on the financial statements remains in place.
CBIZ outlines remediation steps and determined only immaterial revisions are needed, primarily to the quarter ended March 31, 2026. Corporate general and administrative expense increased by $11,943, net income decreased by $8,825 and basic and diluted EPS fell from $2.63 to $2.49, with modest balance sheet reclassifications.
CBIZ, Inc. agreed to be acquired by Viking ParentCo, an affiliate of Grant Thornton Advisors backed by New Mountain Capital, in an all-cash merger valuing CBIZ at an enterprise value of $5 billion. Each outstanding CBIZ share will be converted into the right to receive $55.00 in cash, representing a premium of approximately 54% to the company’s 30-day volume-weighted average share price.
The board unanimously approved the merger agreement, plans to recommend that shareholders adopt it, and secured $5.2 billion of committed financing for Parent. Closing is expected in the fourth quarter of 2026, subject to shareholder approval, antitrust clearance under the Hart-Scott-Rodino Act, absence of a Company Material Adverse Effect, and other customary conditions. CBIZ may actively solicit alternative proposals during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026, after which customary no-shop restrictions apply.
The agreement includes a $107,500,000 company termination fee (reduced to $49,600,000 in certain go-shop or Excluded Party scenarios) and a $198,400,000 parent termination fee, supported by a limited guarantee from Grant Thornton Advisors LLC. In connection with the transaction, CBIZ adopted a Change in Control Severance Plan and approved transaction and retention bonuses, including $1,302,000, $812,000 and $486,000 for three named executive officers.
CBIZ, Inc. director Kathy A. Raffa reported an equity compensation grant of 6,051 shares of Common Stock on May 15, 2026. The shares were awarded at no cash cost as a grant/award acquisition, bringing her direct holdings to 8,412 shares after the transaction.
According to the footnote, this is an annual non-employee director compensation grant in the form of restricted stock, which vests in two stages: 50% in each of the two years following the award date.
CBIZ, Inc. director Rodney A. Young received a grant of 6,051 shares of Common Stock as equity compensation. The award is structured as restricted stock that vests 50% in each of the two years following the grant date, rather than an open-market purchase.
After this grant, Young directly holds 15,361 shares of CBIZ common stock. The filing characterizes the transaction as a grant, award, or other acquisition with no cash price per share reported, reflecting standard non-employee director compensation.