CBIZ Reports Third-Quarter and Nine Months Ended September 30, 2026 Financial Results
CBIZ, Inc. (CBZ) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 FOR IMMEDIATE RELEASE CBIZ Reports Third-Quarter and Nine Months Ended September 30, 2026 Financial Results Third-Quarter Financial Highlights: • Total revenue of $702M, up 1.2%; Financial Services revenue up 1.2% • Net income of $47M, up 56.7%; GAAP EPS of $0.79, up
How this was made
The 30-second read
Why it matters
The announced premium and cash consideration are likely to drive short‑term buying, while pending approvals create uncertainty.
Market read
First‑report 8‑K reveals a $5 billion cash merger, providing fresh material for traders.
What to watch
Potential integration costs and cultural fit between CBIZ and Grant Thornton may affect long‑term value.
CBIZ reported third-quarter revenue of $702M, up 1.2%, net income of $47M, up 56.7%, and Adjusted EBITDA of $132M, up 6.3%; the Company will not provide full-year 2026 guidance or host a conference call due to the proposed Grant Thornton transaction.
Third-quarter revenue growth was modest, while GAAP profitability and Adjusted EBITDA margin improved materially. For the nine-month period, Adjusted EBITDA declined and operating income declined despite higher revenue and net income.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Revenue, three months ended September 30, 2026GAAP | $702.2M | – | up 1.2% |
| Operating expenses, three months ended September 30, 2026GAAP | 588,186 | – | – |
| Gross margin, three months ended September 30, 2026GAAP | 114,054 | – | – |
| Gross margin as a % of revenue, three months ended September 30, 2026GAAP | 16.2 % | – | – |
| Corporate general and administrative expenses, three months ended September 30, 2026GAAP | 23,877 | – | – |
| Operating income, three months ended September 30, 2026GAAP | 90,177 | – | – |
| Operating income margin, three months ended September 30, 2026GAAP | 12.8 % | – | – |
| Interest expense, three months ended September 30, 2026GAAP | (23,986 ) | – | – |
| Gain from acquisition related adjustments, net, three months ended September 30, 2026GAAP | — | – | – |
| Other income, net, three months ended September 30, 2026GAAP | 1,449 | – | – |
| Total other expense, net, three months ended September 30, 2026GAAP | (22,537 ) | – | – |
| Income before income tax expense, three months ended September 30, 2026GAAP | 67,640 | – | – |
| Income tax expense, three months ended September 30, 2026GAAP | 20,404 | – | – |
| Net income, three months ended September 30, 2026GAAP | $47.24M | – | up 56.7% |
| Net income margin, three months ended September 30, 2026GAAP | 6.7 % | – | – |
| Diluted earnings per share, three months ended September 30, 2026GAAP | $ 0.79 | – | up 64.6% |
| Diluted weighted average common shares outstanding, three months ended September 30, 2026GAAP | 59,986 | – | – |
| Adjusted net income, three months ended September 30, 2026non-GAAP | $72.20M | – | – |
| Adjusted EBITDA, three months ended September 30, 2026non-GAAP | $131.9M | – | up 6.3% |
| Adjusted EBITDA margin, three months ended September 30, 2026non-GAAP | 18.8 % | – | – |
| Adjusted diluted EPS, three months ended September 30, 2026non-GAAP | $ 1.21 | – | up 14.2% |
| Revenue, nine months ended September 30, 2026GAAP | $2.23B | – | up 0.8% |
| Operating expenses, nine months ended September 30, 2026GAAP | 1,820,516 | – | – |
| Gross margin, nine months ended September 30, 2026GAAP | 412,509 | – | – |
| Gross margin as a % of revenue, nine months ended September 30, 2026GAAP | 18.5 % | – | – |
| Corporate general and administrative expenses, nine months ended September 30, 2026GAAP | 103,754 | – | – |
| Operating income, nine months ended September 30, 2026GAAP | 308,755 | – | – |
| Operating income margin, nine months ended September 30, 2026GAAP | 13.9 % | – | – |
| Interest expense, nine months ended September 30, 2026GAAP | (72,237 ) | – | – |
| Gain from acquisition related adjustment, net, nine months ended September 30, 2026GAAP | 57,955 | – | – |
| Other income, net, nine months ended September 30, 2026GAAP | 11,382 | – | – |
| Total other income (expense), net, nine months ended September 30, 2026GAAP | (2,900 ) | – | – |
| Income before income tax expense, nine months ended September 30, 2026GAAP | 305,855 | – | – |
| Income tax expense, nine months ended September 30, 2026GAAP | 87,228 | – | – |
| Net income, nine months ended September 30, 2026GAAP | 218,627 | – | up 12.2% |
| Net income margin, nine months ended September 30, 2026GAAP | 9.8 % | – | – |
| Diluted earnings per share, nine months ended September 30, 2026GAAP | $ 3.62 | – | up 18.3% |
| Diluted weighted average common shares outstanding, nine months ended September 30, 2026GAAP | 60,333 | – | – |
| Adjusted net income, nine months ended September 30, 2026non-GAAP | $280.2M | – | – |
| Adjusted EBITDA, nine months ended September 30, 2026non-GAAP | $479.3M | – | down 1.2% |
| Adjusted EBITDA margin, nine months ended September 30, 2026non-GAAP | 21.5 % | – | – |
| Adjusted diluted EPS, nine months ended September 30, 2026non-GAAP | $ 4.64 | – | up 5.9% |
| Net cash provided by operating activities, nine months ended September 30, 2026GAAP | $147.1M | – | up $98M |
| Free Cash Flow, nine months ended September 30, 2026non-GAAP | $125.2M | – | up $91M |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| Financial Services, three months ended September 30, 2026The National Practice group was combined with the Financial Service practice group to better align with internal management and reporting structure; 2025 Financial Services revenue was adjusted to reflect this change. | $597.8M | – | up 1.2% |
| Benefits and Insurance Services, three months ended September 30, 2026No segment-specific revenue driver was provided. | 104.4M | – | – |
| Financial Services, nine months ended September 30, 2026The National Practice group was combined with the Financial Service practice group to better align with internal management and reporting structure; 2025 Financial Services revenue was adjusted to reflect this change. | $1.92B | – | up 1.1% |
| Benefits and Insurance Services, nine months ended September 30, 2026No segment-specific revenue driver was provided. | 314.6M | – | – |
Amounts quoted below without a unit are in thousands, as in the filing’s tables. Per-share figures are as printed.
What drove it
- Third-quarter gross margin was 16.2 %, compared with 13.0 % in the prior-year period.
- Third-quarter corporate general and administrative expenses were 23,877, compared with 31,265 in the prior-year period.
- Third-quarter interest expense was (23,986 ), compared with (27,960 ) in the prior-year period.
- Nine-month net income included a gain from acquisition related adjustment, net of 57,955.
- Third-quarter adjusted results included 17,321 of integration costs related to acquisitions, 2,136 of corporate projects related costs, 3,442 of stock-based compensation, and ESPP correction income of (5,933 ).
- Nine-month adjusted results included 55,991 of integration costs related to acquisitions, 5,493 of corporate projects related costs, 7,200 of legal settlement and related costs, 12,757 of stock-based compensation, and 7,404 of ESPP correction expense.
Concerns
- Nine-month revenue was up 0.8%, while Adjusted EBITDA was down 1.2% and Adjusted EBITDA margin was 21.5 %, compared with 21.9 %.
- Nine-month operating income was 308,755, compared with 319,168, and operating income margin was 13.9 %, compared with 14.4 %.
- Accounts receivable, net was 782,392 as of September 30, 2026, compared with 555,995 as of December 31, 2025.
- The Company recorded an estimated loss of $7.2 million associated with a legal matter which it plans to settle during the nine months ended September 30, 2026.
- The proposed transaction could create management, employee, customer, regulatory, financing, integration, transaction-cost and closing-condition risks identified in the filing.
What to watch
- The proposed all-cash acquisition of CBIZ by an affiliate of Grant Thornton in the U.S., backed by New Mountain Capital, is expected to close in the fourth quarter of 2026, subject to CBIZ shareholder approval, required regulatory approvals and other customary closing conditions.
- The proposed transaction has an enterprise value of $5.0 billion, or $55.00 per share.
- The Company will not provide financial guidance for the full year 2026 or host a conference call to discuss third-quarter results due to the proposed transaction.
- Financial Services gross margin was $ 109,931 for the third quarter and $ 400,003 for the nine months, while Benefits and Insurance Services gross margin was $ 18,299 for the third quarter and $ 56,901 for the nine months.
- Free Cash Flow was $ 125,235 for the nine months ended September 30, 2026, compared with $ 33,811 in the prior-year period.
Balance sheet and cash flow
- Net cash used in investing activities, nine months ended September 30, 2026: $(29,303 ), compared with $(16,913 )
- Net cash used in financing activities, nine months ended September 30, 2026: $(185,915 ), compared with $(75,233 )
- Net decrease in cash, cash equivalents and restricted cash, nine months ended September 30, 2026: $(68,163 ), compared with $(43,300 )
- Cash, cash equivalents and restricted cash at end of period: $ 149,927, compared with $ 143,870
- Cash and cash equivalents as of September 30, 2026: $ 17,551; December 31, 2025: $ 18,290
- Restricted cash as of September 30, 2026: 40,853; December 31, 2025: 38,234
- Accounts receivable, net as of September 30, 2026: 782,392; December 31, 2025: 555,995
- Funds held for clients as of September 30, 2026: 134,454; December 31, 2025: 207,037
- Goodwill and other intangible assets, net as of September 30, 2026: 2,828,643; December 31, 2025: 2,869,790
- Total assets as of September 30, 2026: $ 4,610,429; December 31, 2025: $ 4,409,528
- Current portion, Term Loan as of September 30, 2026: $ 96,250; December 31, 2025: $ 70,000
- Revolver Facility as of September 30, 2026: 176,500; December 31, 2025: 142,400
- Long-term portion, Term Loan as of September 30, 2026: 1,181,250; December 31, 2025: 1,260,000
- Total liabilities as of September 30, 2026: $ 2,697,705; December 31, 2025: $ 2,647,461
- Total stockholders’ equity as of September 30, 2026: $ 1,912,724; December 31, 2025: $ 1,762,067
- Debt to equity as of September 30, 2026: 66.8 %; December 31, 2025: 75.5 %
Analysis
CBIZ reported modest top-line growth in the third quarter, with revenue of $ 702,240 compared with $ 693,818 in the prior-year period. Financial Services revenue was $ 597,791 and was identified in the financial highlights as up 1.2%, while Benefits and Insurance Services revenue was 104,449. For the nine months, total revenue was $ 2,233,025, up 0.8%, with Financial Services revenue of $ 1,918,445 and Benefits and Insurance Services revenue of 314,580. The Financial Services comparisons reflect the combination of the National Practice group with the Financial Service practice group and the corresponding adjustment of 2025 data.
Third-quarter profitability improved substantially on a GAAP basis. Gross margin was 114,054, or 16.2 % of revenue, compared with 90,129, or 13.0 %, and operating income was 90,177, or 12.8 %, compared with 58,864, or 8.5 %. Net income was $ 47,236 and diluted EPS was $ 0.79, compared with $ 30,146 and $ 0.48. The period also benefited from lower corporate general and administrative expenses of 23,877 compared with 31,265 and lower interest expense of (23,986 ) compared with (27,960 ).
The non-GAAP presentation also showed third-quarter improvement. Adjusted EBITDA was $ 131,852, up 6.3%, and Adjusted EBITDA margin was 18.8 %, compared with 17.9 %. Adjusted diluted EPS was $ 1.21, up 14.2%. Reconciliation items included 17,321 of acquisition-related integration costs, 2,136 of corporate projects related costs, 3,442 of stock-based compensation, and ESPP correction income of (5,933 ).
Nine-month performance was less favorable at the operating-profit level. Operating income was 308,755, compared with 319,168, and Adjusted EBITDA was $ 479,345, compared with $ 485,127. Adjusted EBITDA margin was 21.5 %, compared with 21.9 %. GAAP net income nevertheless rose to 218,627 from 194,861, with diluted EPS of $ 3.62 compared with $ 3.06, aided by a gain from acquisition related adjustment, net of 57,955. The nine-month adjusted reconciliation included 55,991 of integration costs related to acquisitions and a $7.2 million estimated legal settlement loss.
Cash generation improved over the nine-month period, with net cash provided by operating activities of $ 147,055 and Free Cash Flow of $ 125,235, versus $ 48,846 and $ 33,811. Accounts receivable, net increased to 782,392 as of September 30, 2026 from 555,995 at year-end. CBIZ reported a current portion of Term Loan of $ 96,250, Revolver Facility borrowings of 176,500, and a long-term portion of Term Loan of 1,181,250. The near-term reporting focus is the proposed Grant Thornton transaction, for which CBIZ suspended full-year guidance and its third-quarter conference call.
Not in the filing
stated, not guessed- Full-year 2026 financial guidance was not provided.
- Prior guidance was not provided.
- Prior-quarter comparisons were not provided for reported income statement and segment metrics.
- A reported income tax rate was not provided.
- Capital return activity, including share repurchases and dividends, was not provided.
- Named executive commentary and named executive quotes were not provided.
- Segment-specific revenue growth rates were not provided for Benefits and Insurance Services.
- Segment-specific narrative demand drivers were not provided.
AlphAI 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 is a national professional‑services advisor; the merger with Grant Thornton backed by New Mountain Capital will take it private.
Ticker impact
CBIZ disclosed its Q3 and nine‑month 2026 results and announced a definitive all‑cash merger with Grant Thornton valued at $5.0 billion.
upward pressure from premium, offset by downside risk if the transaction stalls
Deal announced at a clear premium; market will price in the acquisition value while monitoring regulatory and shareholder approvals.
Market effects
Consolidation in professional services may spur M&A activity among peers.
U.S. professional‑services sector sees modest uplift.
Limited to U.S. markets; no broader macro impact.
Counterpoint
Deal could face antitrust or shareholder opposition, leading to a sharp sell‑off if delays arise.
Key entities
- companyCBIZ, Inc.
U.S. professional‑services firm (NYSE: CBZ).
- companyGrant Thornton
U.S. accounting and advisory firm acquiring CBIZ.
- investment_firmNew Mountain Capital
Backer of the Grant Thornton acquisition.
