The $55.00/share all-cash offer sets a floor for CBZ stock, which should trade near that level less deal-risk spread. Key catalysts: shareholder vote, regulatory approvals, and any competing bids. The standalone earnings deterioration (revenue -0.2% YoY, net income -55.6%) is secondary to the takeout premium. Monitor merger proxy filings and any activist pushback on valuation.
Price Chart
Executive Summary
CBIZ (CBZ) reported Q2 2026 results with adjusted EPS of $0.91 beating consensus of $0.72 by 26.4%, but revenue of $682M missed the $698M estimate by 2.3% and declined 0.2% YoY. The standalone earnings are overshadowed by the announcement of a definitive merger agreement with Grant Thornton (backed by New Mountain Capital) to acquire CBIZ in an all-cash transaction valued at $5.0B enterprise value, or $55.00 per share. CBIZ is withdrawing its fiscal 2026 guidance and will not hold an earnings call due to the pending transaction, which is expected to close in Q4 2026.
Key Financial Metrics
Key Facts
- Q2 2026 total revenue $682.2M (down 0.2% YoY from $683.5M); GAAP net income $18.6M (down 55.6% from $41.9M); GAAP EPS $0.31 (down 53.0% from $0.66)
- Adjusted diluted EPS $0.91 (down 8.1% from $0.99) beat consensus of $0.72 by 26.4%
- Adjusted EBITDA $103.1M (down 14.3% from $120.4M); Free cash flow H1 2026 $110.5M vs $11.8M in H1 2025
- Announced definitive merger agreement: Grant Thornton (backed by New Mountain Capital) to acquire CBIZ for $5.0B enterprise value, $55.00 per share all-cash
- Transaction expected to close in Q4 2026, subject to shareholder vote and regulatory approvals; CBZ stock to be delisted and company will go private
- Fiscal 2026 guidance withdrawn and earnings conference call canceled due to pending transaction
Financial Impact
$5.0 billion enterprise value acquisition at $55.00 per share, a significant premium to pre-announcement market price; standalone Q2 2026 GAAP net income $18.6M vs $41.9M YoY
Risk Factors
- Transaction may fail to close due to regulatory hurdles or shareholder disapproval; stock would then re-rate on weak standalone fundamentals
- Guidance withdrawal creates uncertainty about H2 2026 standalone performance if deal collapses
- EBITDA decline of 14.3% in Q2 and net income drop signal integration challenges from Marcum acquisition
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-322246 |
| Document: d53575d8k.htm | 0001193125-26-322246 |
| Document: 0001193125-26-322246-index-headers.html | 0001193125-26-322246 |
| Document: 0001193125-26-322246-index.html | 0001193125-26-322246 |
| Document: 0001193125-26-322246.txt | 0001193125-26-322246 |
| 8-K Data (Synthetic) | 0001193125-26-322246 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | 8-K | $54.89 $54.94 | ▲ +0.09% | ▲ +0.61% | $54.94 (+0.09%) |
Oct 19, 2026 7d ago | 8-K | $54.78 $54.89 | ▲ +0.20% | ▼ −0.13% | $54.94 (+0.29%) |
Oct 19, 2026 7d ago | Press Release | $54.78 $54.89 | ▲ +0.20% | ▼ −0.13% | $54.94 (+0.29%) |
Aug 6, 2026 11w ago | S-3ASR | $54.49 $54.50 | ▲ +0.02% | ▼ −0.59% | $54.94 (+0.83%) |
Jul 31, 2026 12w ago | DEFA14A | $55.08 $55.07 | ▼ −0.02% | ▼ −1.44% | $54.94 (−0.25%) |
Jul 29, 2026 12w ago | DEFA14A | $55.25 $55.08 | ▼ −0.31% | ▼ −1.01% | $54.94 (−0.56%) |
Jul 29, 2026 12w ago | DEFA14A / 8-K | $54.90 $55.25 | ▲ +0.64% | ▼ −1.04% | $54.94 (+0.07%) |
Jul 29, 2026 12w ago | 8-K | $54.90 $55.25 | ▲ +0.64% | ▼ −1.04% | $54.94 (+0.07%) |
Apr 15, 2026 27w ago | Press Release | $30.35 | awaiting T+1 | — | $54.94 (+81.02%) |
Apr 14, 2026 27w ago | Press Release | $29.09 $30.35 | ▲ +4.33% | ▲ +3.56% | $54.94 (+88.86%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers