Short answer
CBIZ, Inc. (CBZ) filed an 8-K current report with the SEC on July 29, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors or Officers), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). $55.00-per-share cash acquisition; CBIZ becomes a wholly owned subsidiary of Viking ParentCo.
CBIZ, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $55.00-per-share cash acquisition; CBIZ becomes a wholly owned subsidiary of Viking ParentCo
- $5.2B committed financing from New Mountain Partners VII and other sources supports transaction funding
- Shareholder approval, antitrust clearance, and absence of a material adverse effect remain key closing conditions
- Go-shop period runs through August 27, 2026, preserving limited opportunity for competing bids
- Company termination fee $107.5M, reduced to $49.6M for qualifying go-shop superior proposals; Parent fee $198.4M
Item 5.02 · Departure/Election of Directors or Officers
- Change-in-control severance plan adopted July 28, 2026 alongside merger agreement
- CEO eligible for 3x annual compensation; other NEOs eligible for 2x
- Severance includes prorated target bonus and health coverage for 6–36 months
- Retention bonuses split 25% at closing and 75% six months after closing
- NEO transaction and retention awards: Grisko $1,302,000; Lakhia $812,000; Kouzelos $486,000
Item 7.01 · Regulation FD Disclosure
- Exhibit 99.1 furnished under Regulation FD, with disclosure details contained in the attached exhibit
- Information not deemed “filed” under Exchange Act Section 18, limiting associated liability
- Exhibit not incorporated into other SEC filings unless expressly referenced
Item EX-99.1 · Exhibit EX-99.1
- Grant Thornton Advisors to acquire CBIZ for $5B enterprise value in an all-cash transaction
- CBIZ shareholders to receive $55 per share, approximately 54% premium to the 30-day VWAP
- Closing expected in Q4 2026, subject to shareholder and regulatory approvals
- CBIZ shares to cease trading and delist from the NYSE after completion
- Benefits and Insurance Services segment planned for separation into an independent New Mountain Capital-backed company
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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