CBIZ Buyout Would Take Shares Off Public Market

CBIZ reported $702.240 million in third-quarter revenue on October 19, 2026, and disclosed that a proposed $5.0 billion buyout would remove the company from the New York Stock Exchange and take it private. The all-cash deal would pay $55.00 per share, subject to shareholder approval, required regulatory approvals and customary closing conditions. In the release, people working across CBIZ’s operations appear mainly as a risk to manage: the company lists retaining staff and maintaining relationships with employees among the challenges surrounding the transaction.

The deal behind the numbers

CBIZ and a U.S. affiliate of Grant Thornton, backed by New Mountain Capital, signed a definitive merger agreement on July 29, 2026. The release said the transaction was expected to close in the fourth quarter of 2026. If it closes, CBIZ common stock will leave the New York Stock Exchange, and the company will become private. Shareholders and regulators still have approval roles; the release describes no broader public decision-making process.

CBIZ said it wouldn’t provide full-year 2026 financial guidance or hold a conference call to discuss third-quarter results because of the proposed transaction. Investors received the figures, but no conference call with company executives to discuss them.

For the three months ended September 30, 2026, revenue reached $702.240 million, up from $693.818 million in the same period of 2025. Net income rose to $47.236 million from $30.146 million, while diluted earnings per share climbed to $0.79 from $0.48. Adjusted EBITDA reached $131.852 million, compared with $124.005 million; adjusted diluted EPS was $1.21, up from $1.06.

The nine-month figures moved less uniformly. Revenue totaled $2.233025 billion, compared with $2.215328 billion in the first nine months of 2025, and net income rose to $218.627 million from $194.861 million. Adjusted EBITDA, though, fell to $479.345 million from $485.127 million. CBIZ reported nine-month diluted EPS of $3.62, up from $3.06, and adjusted diluted EPS of $4.64, compared with $4.38.

The people and systems counted as risks

CBIZ describes itself as a professional services advisor to middle-market businesses nationwide, with more than 9,500 team members across 23 major markets. It provides accounting, tax, advisory, benefits, insurance and technology services. The release also lists disruption to management and relationships with employees, customers, partners and other counterparties as possible effects of the merger.

The company warns that cyberattacks or other security breaches involving CBIZ or its vendors’ computer systems could materially harm its business. It also points to its dependence on licensed third-party software and information-processing systems: failures or disruptions could affect its business, financial condition and operating results. Errors and omissions could leave CBIZ liable.

The transaction’s risk list includes trouble securing approvals or completing the deal as expected, integration delays, difficulty achieving revenue and cost synergies, and challenges retaining or hiring key personnel. Other risks include litigation and regulatory changes, client losses, debt-service needs, increased leverage and stock-price volatility. The company names these hazards; it doesn’t promise employees, customers or other counterparties will avoid disruption.

Cash, debt and corporate control

CBIZ reported $147.055 million in net cash from operating activities for the nine months, compared with $48.846 million in 2025. Free cash flow reached $125.235 million, up from $33.811 million. At September 30, 2026, the company reported $4.610429 billion in assets, $2.697705 billion in liabilities and $1.912724 billion in stockholders’ equity.

An amended credit agreement gave CBIZ $2.0 billion in senior secured credit facilities: a $1.4 billion term loan and a $600 million revolving credit facility. The current term-loan portion totaled $96.250 million, the revolving facility stood at $176.500 million, and the long-term term-loan portion was $1.181250 billion. CBIZ reported debt to equity of 66.8% at September 30, compared with 75.5% at December 31, 2025.

CBIZ said its adjusted financial measures supplement, but don’t replace or outrank, results reported under GAAP. The company said those measures exclude the Marcum Transaction, integration costs, acquired-intangible amortization and other significant gains and losses it doesn’t consider ongoing. A proposed change in ownership sits alongside a detailed list of operational, financial and workforce risks. The release leaves those risks on the page as shareholders and regulators consider the deal.