CBIZ’s $5 Billion Deal Would End Its NYSE Listing

CBIZ reported third-quarter revenue of $702.240 million on October 19, 2026, while disclosing that its proposed $5.0 billion sale to a U.S. affiliate of Grant Thornton would take the Cleveland-based company off the New York Stock Exchange and into private ownership. Backed by New Mountain Capital, the all-cash transaction still needs shareholder and regulatory approvals and must meet other closing conditions.

The deal would change CBIZ’s ownership and end public trading in its common stock if it closes. CBIZ said it wouldn’t provide full-year 2026 financial guidance or hold a conference call on its quarterly results while the transaction is pending.

The proposed change in ownership

CBIZ and the Grant Thornton affiliate signed a definitive merger agreement on July 29, 2026. The agreement values CBIZ at $5.0 billion, or $55.00 per share. The parties expected the transaction to close in the fourth quarter of 2026, subject to shareholder approval, required regulatory approvals and customary closing conditions. The release didn’t say whether any of those approvals had been secured.

CBIZ trades on the New York Stock Exchange as NYSE: CBZ. Once the transaction is complete, the agreement calls for its common stock to leave the exchange, and CBIZ will become private. The release gave no further details about future ownership or the combined company’s expected results.

Quarterly and nine-month results

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

Revenue for the nine months ended September 30 totaled $2.233025 billion, compared with $2.215328 billion in the first nine months of 2025. Net income rose to $218.627 million from $194.861 million. Nine-month diluted EPS came to $3.62, against $3.06, and adjusted diluted EPS was $4.64, against $4.38. Adjusted EBITDA fell to $479.345 million from $485.127 million.

The release reported a $98 million increase in operating cash flow and a $91 million increase in free cash flow. Nine-month net cash provided by operating activities reached $147.055 million, compared with $48.846 million in 2025. Free cash flow totaled $125.235 million, compared with $33.811 million.

Risks and operating dependencies

CBIZ warned that cyberattacks or other security breaches involving its computer systems or vendors’ systems could materially and adversely affect its business. The company also relies on licensed third-party software and information-processing systems; a failure or disruption, it said, could materially affect its business, financial condition and results of operations. CBIZ said it could face liability for errors and omissions.

The company identified risks to completing the transaction, including failure to obtain approvals, transaction costs, integration delays, trouble achieving revenue and cost synergies, and uncertainty about the combined company’s results and benefits. It also cited possible disruption to management and relationships with employees, customers, partners and other counterparties, along with potential effects on its share price, credit ratings, operating results, and ability to retain staff and customers.

CBIZ reported $2.0 billion in senior secured credit facilities under its amended and restated credit agreement: a $1.4 billion term loan and a $600 million revolving credit facility. As of September 30, 2026, the company reported total assets of $4.610429 billion, total liabilities of $2.697705 billion and stockholders’ equity of $1.912724 billion. Its debt-to-equity ratio stood at 66.8%.

The release also listed risks related to legal, regulatory and tax changes, competition, client losses, internal-control weaknesses, debt service and covenants, increased leverage, employee retention, acquisitions and reputational harm. CBIZ said it made its forward-looking statements as of October 19, 2026, and hasn’t undertaken to update them publicly, except as required by law.