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BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Acquisition of Marcum LLP
On November 1, 2024, the Company completed the acquisition of Marcum LLP (“Marcum”), an accounting and
advisory services firm headquartered in New York City with offices in major markets throughout the United States, to
expand the breadth and depth of the Company’s professional services portfolio in the U.S. Pursuant to the
Agreement and Plan of Merger dated July 30, 2024 (the “Merger Agreement”), a wholly owned subsidiary of the
Company (“Merger Sub”) merged with and into Marcum Advisory Group, a wholly owned subsidiary of Marcum
("MAG"), to which Marcum contributed substantially all of its non-attest business assets and liabilities, (the
“Merger”), resulting in MAG surviving the Merger and becoming a wholly owned subsidiary of the Company. In a
separate transaction, CBIZ CPAs P.C., with which the Company has an existing ASA, purchased from Marcum
substantially all of Marcum’s attest business assets, subject to certain exclusions (the "Attest Purchase"). As noted
in Note 1, Basis of Presentation and Significant Accounting Policies, the Company does not consolidate certain CPA
firms with whom we maintain ASAs, including CBIZ CPAs P.C., therefore, the Merger solely is referred to herein as
the “Transaction”.
At closing, the purchase price for the Transaction consisted of an aggregate of $1,063.0 million of cash consideration and $934.7 million of share consideration, which represents the fair value of 13.6 million shares of the Company's common stock. Pursuant to the terms of the Transaction, with respect to the 13.6 million shares of stock consideration, approximately 6.4 million shares, in aggregate, were delivered from January 2, 2025 to December 31, 2025 to the selling shareholders. The remaining 7.2 million shares will be delivered in 24 monthly installments starting on January 2, 2026.
Measurement Period Adjustments
The Company applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalized the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments were recorded during the measurement period (a period not to exceed 12 months from the acquisition date).
The purchase price for the Transaction was initially allocated on a preliminary basis as of the acquisition date. During the year ended December 31, 2025, the Company reassessed its estimates and inputs as new information about facts and circumstances that existed as of the acquisition date became known. As a result, the Company recorded a $5.8 million net reduction in goodwill as a measurement period adjustment. The reduction to goodwill consists of a $21.0 million adjustment reflecting a reduction of the estimated settlement amounts associated with an acquired liability from $61.0 million to $40.0 million. The Company also recorded a $10.6 million increase to goodwill associated with accrued personnel costs, primarily as a result of recording an assumed liability associated with certain accrued personnel obligations previously unrecognized on the provisional opening balance sheet, and a $4.6 million increase to goodwill from a net decrease in assets acquired. The income statement impact, had those adjustments been made as of the acquisition date, was considered immaterial.
The following table summarizes the revised allocation of purchase price, reflecting the fair value of assets acquired and liabilities assumed, including the identified measurement period adjustments, and the final purchase price allocation related to the Transaction (in thousands):

On November 1, 2024
ProvisionalAdjustmentsFinal
Total consideration transferred
$1,997,781 $— $1,997,781 
Assets acquired:
Account receivable170,139 (748)169,391 
Unbilled revenue23,247 — 23,247 
Other current assets25,914 (1,483)24,431 
Property and equipment31,292 (71)31,221 
Other intangible assets490,000 — 490,000 
Right-of- use asset164,970 1,870 166,840 
Deferred income taxes, net3,427 106 3,533 
Total identifiable assets acquired
908,989 (326)908,663 
Liabilities assumed:
Account payable25,370 1,908 27,278 
Accrued personnel costs44,650 10,570 55,220 
Other current liabilities27,267 39,889 67,156 
Contingent purchase price assumed (current and non-current)24,232 715 24,947 
Lease liabilities (current and non-current)172,792 1,464 174,256 
Other non-current liabilities 61,967 (60,672)1,295 
Total liabilities assumed356,278 (6,126)350,152 
Net asset acquired552,711 5,800 558,511 
Goodwill$1,445,070 $(5,800)$1,439,270 

Goodwill
Goodwill is calculated as the difference between the aggregated purchase price and the fair value of the net assets acquired. Goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new businesses within our organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position, the enhanced expertise and experiences from the assembled workforce acquired, as well as operating efficiencies and cost savings. As of December 31, 2025, the amount of goodwill deductible for income tax purposes was approximately $899.8 million. The amount of goodwill deductible for tax purposes is expected to fluctuate as the share considerations are delivered to the sellers.
Total Goodwill recognized for book purposes from the Transaction is $1,439.3 million of which $1,427.7 million was allocated to the Financial Services practice group and $11.6 million was allocated to the Benefit and Insurance Services practice group.
Other Acquisitions
During the years ended December 31, 2025 and 2024, in addition to the Transaction discussed above, we also completed the following immaterial acquisitions:
•Effective November 1, 2025, we acquired all of the assets of Ian D. Gardenswartz & Associates, P.C. ("IDG"). IDG, based in Denver, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries. Operating results for IDG are reported in the Financial Services practice group.
•Effective February 1, 2024, we acquired all of the assets of Erickson, Brown & Kloster LLC ("EBK"). EBK, based in Colorado Springs, Colorado, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries. Operating results for EBK are reported in the Financial Services practice group.
•Effective March 1, 2024, we acquired all the assets of CompuData, Inc ("CompuData"). CompuData, based in Philadelphia, Pennsylvania, is a provider of technology services and solutions, such as Cloud Hosting, ERP Solutions, IT Security and Managed IT Services. Operating results for CompuData are reported in the Financial Services practice group.
•Effective June 1, 2024, we acquired all of the assets of Educational & Institutional Insurance Administrators, Inc ("EIIA"). EIIA, based in Chicago, Illinois, is a provider of private higher education specific insurance and risk management programs and services. Operating results for EIIA are reported in the Benefits and Insurance practice group.
•Effective October 1, 2024, we acquired all of the assets of Hoover Financial Advisors, Inc ("Hoover"). Hoover, based in Indianapolis, Indiana, is a provider of financial planning advice for individuals, families, and small businesses. Operating results of Hoover are reported in the Benefits and Insurance Services practice group.

Total purchase price consideration for the acquisition of IDG was $3.1 million, of which $1.6 million was paid in cash and $1.4 million in contingent purchase considerations. The IDG acquisition added approximately $0.2 million incremental revenue in 2025.

Total purchase price consideration, as of the respective acquisition dates, for the acquisitions of EBK, CompuData, EIIA, and Hoover (together, the "2024 Acquisitions") was $42.2 million, of which $24.0 million was paid in cash, $2.4 million in our Common Stock, and $15.8 million in contingent purchase considerations. The 2024 Acquisitions added approximately $28.7 million in incremental revenue in 2024.

During the year ended December 31, 2025, the Company recorded a measurement period adjustment of $2.3 million associated with the EIIA acquisition. This adjustment resulted in the recognition of a contingent purchase price liability, with a corresponding increase to goodwill.
The following table summarizes the aggregated goodwill and intangible asset amounts resulting from the IDG acquisition and the other acquisitions for the twelve months ended December 31, 2025 and 2024, respectively (in thousands):
Twelve Months Ended December 31,
20252024
Financial ServicesBenefits & InsuranceFinancial ServicesBenefits & Insurance
Goodwill$1,876 $— $25,237 $2,345 
Client list886 — 10,514 2,644 
Total $2,762 $— $35,751 $4,989 
Acquired client lists generally have an expected life of 10 years. Client lists are valued using a discounted cash flow technique based on management estimates of future cash flows from such assets.



Other Disclosures
The following table summarizes the changes in contingent purchase price consideration for previous acquisitions and contingent payments made for previous business acquisitions during the year ended December 31, 2025 and 2024, respectively (in thousands):
20252024
Net expense $2,588 $6,994 
Cash settlement paid$58,682 $56,594 
Shares issued (number)63 126