Every 8-K that CBIZ, Inc. (CBZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CBZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CBZ filings page.
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. reported the results of its annual meeting of stockholders held on May 14, 2026. Stockholders elected Richard T. Marabito and Rodney A. Young as directors, each receiving over 38 million votes in favor. They also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 45,982,194 votes for. On an advisory basis, stockholders approved the compensation of the Named Executive Officers, with 39,871,104 votes for and 1,406,070 against.
CBIZ, Inc. reported solid first-quarter 2026 results, with revenue of $848.6 million, up 1.3% year over year. Net income rose to $161.6 million and GAAP diluted EPS increased to $2.63, driven in part by a $58 million gain from acquisition-related adjustments.
Adjusted EBITDA was $244.3 million and adjusted diluted EPS grew to $2.50. Operating and free cash flow both improved sharply, and CBIZ repurchased about 2 million shares for roughly $63 million through the end of April while reducing net leverage by 0.5x year over year.
For 2026, CBIZ reaffirmed its revenue outlook of approximately $2.8 billion to $2.9 billion, but raised its adjusted EBITDA target to $465–$475 million and its adjusted diluted EPS outlook to $4.00–$4.10, while maintaining expected free cash flow of $270–$290 million.
CBIZ, Inc. reported a very strong 2025, with total revenue of $2.76 billion, up 52.1%, largely driven by the Marcum acquisition and integration progress. Net income rose to $115.4 million, an increase of 181.3%, and GAAP diluted EPS climbed to $1.83, up 134.6%.
Profitability on an adjusted basis also improved sharply: Adjusted EBITDA reached $446.9 million, up 125.5%, and Adjusted EPS was $3.61, up 79.6%. Operating cash flow grew 55.6% to $192.5 million, while free cash flow increased 58.4% to $175.5 million.
Management highlighted that Marcum integration is largely complete, with synergies tracking ahead of plan, and outlined four strategic priorities around talent, brand, industry specialization and expanded services. For 2026, CBIZ targets approximately 2% to 5% revenue growth, Adjusted EPS of about $3.75 to $3.85, Adjusted EBITDA of about $450 million to $460 million, and free cash flow of about $270 million to $290 million, implying about 60% conversion of Adjusted EBITDA.
CBIZ, Inc. announced that its Board of Directors has authorized the continuation of the company’s long-running share repurchase program. The new authorization allows CBIZ to buy back up to 5 million shares of its common stock and runs through March 31, 2027.
The program replaces the prior authorization from February 11, 2025 and permits purchases in the open market, in privately negotiated deals, and under Rule 10b5-1 trading plans, subject to credit facility limits. CBIZ expects to fund any repurchases with operating cash flow and borrowings under its credit facility, but is not obligated to buy any specific number of shares.
CBIZ, Inc. reported a leadership change in its Financial Services segment. The company announced that Mr. Chris Spurio will no longer serve as President, Financial Services, effective January 31, 2026. This means he will step down from his current executive leadership role at that time.
The company also stated that it is anticipated Mr. Spurio will continue working with CBIZ as a consultant through December 31, 2026. This arrangement suggests he will remain involved with the business in an advisory capacity after leaving the president position.
CBIZ, Inc. reported that its Board of Directors approved updated Amended and Restated Bylaws effective November 12, 2025. The changes modernize the bylaws under Delaware law, including clearer rules for virtual stockholder meetings and updated procedures for making stockholder lists available before meetings. The company adopted a “majority of the votes cast” standard for electing directors in uncontested elections and a “plurality of votes cast” standard in contested elections.
The revisions add advance notice requirements for director nominations and other stockholder proposals, generally 90 to 120 days before the prior year’s annual meeting anniversary. For the 2026 Annual Meeting, written notices must be delivered between January 15, 2026 and February 14, 2026. CBIZ also incorporated the SEC’s “universal proxy” rules, requiring shareholders who solicit proxies for alternative director nominees to provide information required by Rule 14a-19.
CBIZ, Inc. furnished an update on its latest results. The company issued a press release announcing financial results for the three and nine months ended September 30, 2025, furnished as Exhibit 99.1.
The release includes forward-looking statements alongside cautionary factors that could cause actual outcomes to differ materially.