CBIZ, Inc. (CBZ): Results of Operations and Financial Condition
CBIZ, Inc. (CBZ) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 FOR IMMEDIATE RELEASE CBIZ Reports Second-Quarter and First-Half 2026 Financial Results Second-Quarter Financial Highlights: • Total revenue of $682M, down 0.2%; Financial Services revenue down 0.2% • Net income of $19M, down 55.6%; GAAP EPS of $0.31, down 53.0% • Ad
How this was made
The 30-second read
Why it matters
Traders should treat CBZ as a take-private deal candidate: valuation is anchored to the $55.00 per share all-cash consideration, while near-term performance depends on approval progress and deal mechanics rather than ongoing quarterly execution.
Market read
Definitive $5.0B, $55/share all-cash deal plus withdrawal of guidance and cancellation of the earnings call makes CBZ’s trading primarily deal-spread driven.
What to watch
CBIZ withdrew fiscal 2026 guidance and canceled the earnings call, which can increase uncertainty for any remaining public-market holders until deal closing.
CBIZ Reports Second-Quarter and First-Half 2026 Financial Results
Second-quarter total revenue declined 0.2%, while net income, GAAP EPS, Adjusted EBITDA and adjusted diluted EPS declined year over year. First-half revenue, net income and EPS increased, and operating and free cash flow increased. CBIZ withdrew fiscal 2026 guidance following a definitive agreement for Grant Thornton to acquire CBIZ.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| Total revenueother | $682M | – | down 0.2% |
| Net incomeGAAP | $19M | – | down 55.6% |
| GAAP EPSGAAP | $0.31 | – | down 53.0% |
| Adjusted EBITDAnon-GAAP | $103M | – | down 14.3% |
| Adjusted diluted EPSnon-GAAP | $0.91 | – | down 8.1% |
| First-half total revenueother | $1,531M | – | up 0.6% |
| First-half net incomeGAAP | $171M | – | up 4.1% |
| First-half GAAP EPSGAAP | $2.83 | – | up 9.7% |
| First-half Adjusted EBITDAnon-GAAP | $347M | – | down 3.8% |
| First-half adjusted diluted EPSnon-GAAP | $3.44 | – | up 3.6% |
What drove it
- CBIZ reported a 60% year-over-year increase in Benefits & Insurance producer hiring.
- CBIZ completed an enterprise-wide AI rollout and achieved 100% employee certification.
- More than 1,500 team members were enabled to create custom Microsoft Copilot agents.
- CBIZ expanded its business transformation team to more than 60 professionals.
- CBIZ completed the acquisition of BINDZ, adding 250+ India-based professionals and a scalable global delivery platform.
- The One CBIZ approach generated cross-serving and new-business momentum across banking, construction, real estate, and food & beverage markets.
Concerns
- Second-quarter total revenue declined 0.2%.
- Second-quarter net income declined 55.6%, GAAP EPS declined 53.0%, Adjusted EBITDA declined 14.3%, and adjusted diluted EPS declined 8.1%.
- First-half Adjusted EBITDA declined 3.8%.
- CBIZ withdrew fiscal 2026 guidance and suspended further updates due to the proposed transaction.
- The proposed transaction remains subject to CBIZ shareholder approval, required regulatory approvals, and other customary closing conditions.
What to watch
- Completion of Grant Thornton's proposed acquisition of CBIZ, which is expected to close in the fourth quarter of 2026.
- The transaction's required shareholder and regulatory approvals.
- Further operating disclosures, which CBIZ has suspended in connection with the transaction.
- Execution of the BINDZ acquisition and the stated global-delivery and margin-expansion opportunity.
Balance sheet and cash flow
- First-half operating cash flow up $97M
- First-half free cash flow up $99M
Analysis
CBIZ reported a softer second quarter, with total revenue of $682M, down 0.2%. Profit measures declined more sharply: net income was $19M, down 55.6%; GAAP EPS was $0.31, down 53.0%; Adjusted EBITDA was $103M, down 14.3%; and adjusted diluted EPS was $0.91, down 8.1%. Financial Services revenue was also down 0.2%, although the filing did not provide its dollar amount.
The first-half picture was more favorable at the revenue and reported earnings level. Total revenue was $1,531M, up 0.6%, while net income of $171M increased 4.1% and GAAP EPS of $2.83 increased 9.7%. First-half adjusted diluted EPS of $3.44 increased 3.6%, but Adjusted EBITDA of $347M declined 3.8%, leaving a divergence between reported earnings and the adjusted EBITDA measure.
Cash-flow commentary was positive, with first-half operating cash flow up $97M and free cash flow up $99M. The filing did not disclose the underlying operating cash flow or free cash flow amounts, nor did it provide cash, debt, repurchase, dividend, gross-margin or operating-income figures in the provided text.
Management highlighted platform investments and commercial initiatives, including the enterprise-wide AI rollout, 100% employee certification, more than 1,500 team members enabled to create custom Microsoft Copilot agents, and expansion of the business transformation team to more than 60 professionals. CBIZ also cited a 60% year-over-year increase in Benefits & Insurance producer hiring and the acquisition of BINDZ, which added 250+ India-based professionals.
The earnings release is dominated by the announced transaction with Grant Thornton, backed by New Mountain Capital. Grant Thornton agreed to acquire CBIZ in an all-cash transaction with an enterprise value of $5.0 billion, or $55.00 per share, expected to close in the fourth quarter of 2026 subject to shareholder, regulatory and customary closing conditions. CBIZ canceled its earnings conference call, withdrew fiscal 2026 guidance and suspended further updates, making transaction progress the principal near-term disclosure item.
Management, verbatim
Through the first six months of the year, we delivered year-over-year growth in revenue, earnings and free cash flow while continuing to execute against our strategic priorities.
Jerry Grisko, CBIZ President and Chief Executive Officer
Over the past year, we have made significant investments in integrating Marcum, expanding our AI capabilities and enhancing our go-to-market approach.
Jerry Grisko, CBIZ President and Chief Executive Officer
Not in the filing
stated, not guessed- Dollar amount for Financial Services revenue for the second quarter and first half
- Prior-year and prior-quarter dollar values for all reported key metrics
- Gross profit and gross margin
- Operating income and operating margin
- Income-tax expense and tax rate
- Underlying operating cash flow amount
- Underlying free cash flow amount
- Cash and cash equivalents
- Debt and net debt
- Share repurchases
- Dividends
- Detailed segment revenue disclosures
- Fiscal 2026 financial guidance figures, which were withdrawn
- Previous outlook for comparison with reported results
- CFO commentary
AlphaAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
CBIZ filed an 8-K with Q2 and first-half 2026 operating results and, separately, announced a definitive merger agreement to be acquired by Grant Thornton backed by New Mountain Capital.
Ticker impact
CBIZ disclosed Q2 and first-half 2026 results plus a definitive all-cash merger agreement to be acquired by Grant Thornton at $55/share.
Near-term price action likely tracks deal-spread dynamics around the $55/share offer, with volatility tied to shareholder/regulatory approval expectations.
The filing includes a definitive merger agreement, all-cash enterprise value of $5.0B, $55.00 per share consideration, and an expected close in Q4 2026 with NYSE listing cancellation upon completion.
Market effects
Professional services and accounting-advisory M&A sentiment may improve as a large take-private deal signals continued consolidation appetite.
Limited direct regional read-through, but middle-market advisory demand and deal activity could attract attention from other US firms.
Low global impact; the transaction is US-focused, though it may affect cross-border delivery platforms via the BINDZ acquisition mentioned in results.
Counterpoint
Despite the $55/share offer, deal-spread risk remains meaningful if regulatory approvals or shareholder votes face delays or litigation.
Key entities
- public_companyCBIZ, Inc.
Professional services advisor reporting Q2 and first-half 2026 results and entering a definitive all-cash acquisition agreement.
- acquirerGrant Thornton
Acquirer in the definitive merger agreement to purchase CBIZ in an all-cash transaction.
- sponsorNew Mountain Capital
Backs the transaction alongside Grant Thornton.
