CBIZ identifies $15 million in unreported legal costs

CBIZ, Inc. has identified approximately $15 million in additional one-time legal expenses that were not included in its initial financial results for the quarter ended September 30, 2026. The company disclosed this development in a Form 8-K filing dated October 22, 2026, stating that the costs will be reflected in its upcoming quarterly report on Form 10-Q.

The additional expense is expected to decrease net income by approximately $10.5 million on a net-of-tax basis. However, CBIZ anticipates that this charge will not impact its disclosed Adjusted Net Income (Loss), Adjusted Diluted EPS, or Adjusted EBITDA. The company intends to add back the expense to net income as transactional and corporate project related legal and professional services costs.

This disclosure was made in connection with a potential debt financing transaction related to the pending acquisition of CBIZ by an affiliate of Grant Thornton in the U.S. The company stated that it anticipates providing this information to prospective debt investors, which had not yet been publicly reported. CBIZ noted that the information furnished in this specific filing is not complete and should be read only in conjunction with the information provided in a prior Form 8-K issued on October 19, 2026.

The acquisition remains subject to several closing conditions, including regulatory approvals and shareholder approval, which may not be satisfied on a timely basis or at all. CBIZ outlined various risks associated with the proposed transaction, including the possibility that the deal may not be completed on the expected terms or timeframe. Other cited risks include unexpected costs, uncertainty regarding the financial performance of the combined company, and potential difficulties in integrating the businesses or retaining key personnel.

The company also highlighted risks related to the debt financing itself, noting that the anticipated financing may not be obtained or may not be secured on the expected timing or terms. Additional uncertainties include the impact of ongoing legal, regulatory, and tax regimes, as well as changes in general economic conditions affecting the industries in which CBIZ and Grant Thornton operate.