CBIZ closed 2025 - its first full year with Marcum - delivering full-year adjusted EPS of $3.61 in line with original guidance, adjusted EBITDA of $447 million with margins up about 530 basis points, and free cash flow up $65 million to $176 million, while synergies of roughly $35 million ran at double initial expectations. The fourth quarter itself was soft: an expected early start to busy season did not materialize as clients pushed work into 2026, producing a seasonal adjusted EBITDA loss of $29 million and an adjusted EPS loss of $0.70. Organic growth of about 2% for the year came in below the company's initial expectations amid weak first-half demand and a soft SEC capital markets practice. With integration largely complete, the company reauthorized a 5-million-share buyback (having repurchased $160 million in 2025) and guided 2026 to revenue of $2.8-$2.9 billion, adjusted EPS of $3.75-$3.85 and free cash flow of $270-$290 million.
Good afternoon, and thank you for joining us on today's call to discuss CBIZ's fourth quarter and full year 2025 results. New this quarter, we've posted an earnings presentation that tracks to our prepared remarks. The presentation is available on our investor relations website. Before we start, I'll remind all participants that you will be hearing forward-looking statements during this call. These statements reflect the expectations and beliefs of our management team at the time of the call, but are subject to risks that could cause actual results to differ materially from these statements. You can find additional information on these factors in the company's filings with the SEC. Participants should be mindful that subsequent events may render this information to be out of date. We will also discuss certain non-GAAP financial measures on today's call.
As noted on slide three, a reconciliation between GAAP and non-GAAP financial measures can be found in the supplemental schedules of the presentation. Joining us for today's call are Jerry Grisko, President and Chief Executive Officer, Brad Lakhia, Chief Financial Officer, and Peter Scavuzzo, Chief Strategy Officer and Technology Leader. I will now turn the call over to Jerry, who will begin on slide four.
Thanks, Chris. Good afternoon, everyone, and thank you for joining us. I want to start today by highlighting how CBIZ is positioned to win in the middle market. We have nearly doubled in size, enhanced our service offerings, and advanced our investments in people, technology, and automation. The middle market professional services industry has historically grown above GDP, with a large and growing total addressable market of diverse clients that rely on trusted advisors to help them navigate complex operating environments and grow their business. The industry benefits from secular growth drivers tied to greater complexity for business leaders, a shortage of accounting talent, leading to increased outsourcing of accounting services, constant changes to accounting and tax standards, as well as the ongoing importance of adapting and modernizing processes with advances in AI and automation.
We are now among just a handful of firms that have the scale and capabilities to meet middle-market clients' growing demand for greater industry expertise, leading technology, and a broader range of services delivered by trusted advisors. Our strategic focus in 2026 and beyond is ensuring that we organize and invest in our capabilities to maximize the value of our scale and competitive position. We expect these investments to further strengthen our value proposition to clients, differentiate CBIZ in the market, and accelerate our growth. Moving to slide five. It is important to recognize the many accomplishments the CBIZ team delivered in 2025. We made significant progress by completing the vast majority of the Marcum integration priorities. We brought our teams together physically, enhanced their ability to work together through common systems and processes, and strengthened our go-to-market capabilities.
These steps were necessary to unlock the opportunities associated with the acquisition and position CBIZ for sustainable long-term growth. I want to thank our entire team for their hard work and support, and their commitment to our clients, team members, and CBIZ during this important year of transformation. In 2025, we delivered approximately 2% organic revenue growth, with solid year-over-year improvement in bottom-line profitability. We continue to generate healthy cash flow from operations to support our business and to invest in attractive opportunities. While our revenue growth was impacted in part by soft market conditions that affected the entire industry, there was also a portion related to productivity losses often experienced in the first year following the combination of two organizations of similar size.
We believe these headwinds will abate in 2026, as we have seen improving middle market sentiment. We're in the process of completing our first busy season as a combined company on common platforms. Moving to slide six. Operationally, we've built upon Marcum's investments in transformation and innovation, including AI and data-focused priorities. We've improved how we deploy our combined offshore teams. Having our teams work on common systems and apply the standardized processes and workflows that were established in 2025 allows us to increase utilization and enhance client experience by matching our best people to the clients most in need of their expertise. From a people and leadership standpoint, we have completed most of our internal reorganization priorities.
Over the past year, we've strengthened our leadership bench by placing our best leaders into roles that directly drive growth, accelerate the formation of our industry groups, and advance the adoption of AI and innovation. Thanks to our team's hard work, key retention metrics around clients and managing directors are in line with expectations, and synergies are double our initial expectations. While there remains technology and real estate-related integration work ahead of us, along with opportunities for further cost synergies, the integration is largely behind us, and we are now focused on how we leverage our scale to accelerate growth.
With that, I'll turn to our four strategic priorities guiding our efforts on slide seven. We are focused on four strategic priorities to drive growth and increase our value to our clients: attracting and retaining top talent, elevating our national brand, utilizing industry specialization, and delivering value through our enhanced breadth and depth of service offerings. Together, these priorities will strengthen our ability to win the new business, retain and expand client relationships, and enhance and realize pricing. Our first growth priority is to attract and retain top talent. For 2025, we were pleased to fund substantial amounts of incentive compensation to recognize the contributions of our team in this critical year of transition. In 2026, we plan to return to full incentive program funding tied to delivering on our top line growth objectives.
We will also increase our producer count within our benefits and insurance group by approximately 15% this year. We are investing in sales development resources to capture new opportunities. We now have the ability to attract a unique level of talent to CBIZ. Recent examples include bringing on the head of AI incubation and the head of data from Big Four firms. We have a pipeline of senior professionals who want to join the unique platform that we have now built. Our history tells us we have a strong track record of high returns on our investments in talent. We're confident that the continued investments in talent will allow us to command better pricing, expand existing relationships, and win new logos.
We have scaled our brand and marketing approach, and our second growth priority is to continue to raise our brand visibility and to ramp up targeted marketing initiatives. While CBIZ have a strong reputation with existing clients, we need to always be top of mind for new clients and event-driven, project-based work. We see a large opportunity to explain the power of our new platform and the ways in which we can help current and potential clients. In 2025, our team generated more than 50,000 net new leads across key markets using targeted TV, digital, and out-of-home advertising, leading to improved win rates. In 2026, our focus will be on translating increased visibility into engagement for our services, supporting new client opportunities, and reinforcing our position when companies pursue transformational events.
Our brand and marketing investments are a key component to both our go-to-market and our talent recruitment strategies. Our third growth priority is deepening and growing our industry specialization. Clients want advisors who bring deep industry-specific insights, and our expanded scale positions us to do just that. We've organized into 12 industry verticals, which allows us to lead with insights, anticipate client needs, and deliver coordinated, tailored solutions, supporting stronger retention and more consistent growth. The strategy and model has already proven successful. Construction Executive recently named CBIZ as the number one firm on its 2025 list of the top 50 construction accounting firms, reflecting the strength of our position in that industry. We are leveraging national resources while maintaining our local delivery advantage, and we're encouraged by the early progress we're seeing.
All 12 industry verticals now have dedicated leadership that has aligned national and regional support to drive improved collaboration, cross-serving, and industry-focused client engagement. Finally, we are delivering a more coordinated client experience across our services. With our highly recurring, essential revenue base and strong client retention, our most immediate growth opportunity is expanding relationships with our existing clients. We are seeing notably increased collaboration across service lines, early success from cross-serving initiatives, and growing interest in bundled solutions. This strengthens our new business efforts, allowing prospects to see the full breadth of our capabilities. In 2026, our efforts are centered on increasing the number of clients using multiple services. We have built a foundation for this work, and we are expecting these efforts to become a more meaningful contributor to organic growth over time.
Taken together, we believe strong execution against these four priorities positions us to drive attractive levels of growth. At the same time, we remain focused on delivering that growth with strong earnings quality. Turning to slide eight. An important value driver is our investment in automation, including artificial intelligence. In time, AI will meaningfully change how professional services firms operate. It will increasingly automate routine manual tasks and reshape workflows across our service offerings. We want to be clear about what AI does and does not change. The core role of the trusted advisor, applying judgment, advocating for outcomes, and leveraging experience, collaboration, and ethics, remains indispensable. Trust is uniquely human. Our clients trust us as their advisors and look to us to harness these tools on their behalf, and that's exactly what CBIZ is doing.
We are positioning CBIZ to lead and view AI as an extension of the automation initiatives we've leveraged for many years to generate a high return on investment. Critically, we are implementing AI as an enterprise-wide capability rather than a series of isolated pilots. This means standardizing workflows, strengthening data discipline, and establishing governance so outputs are reliable, repeatable, and audit ready. Today, we have over 60 dedicated professionals focused on our technology and our AI strategy, and we are collaborating with top-tier cloud and AI providers to accelerate our transformation. We are embedding AI tools in our daily workflows, enabling all of our employees with structured training, and scaling proven capabilities already in production. A good example is tax. We currently use tax automation software to streamline 1040 return preparation. In parallel, we are layering in AI capabilities to process more complex data like K-1 footnotes.
Thanks, Jerry, and good afternoon, everyone. My comments begin on slide 11. Consolidated financial results for the fourth quarter and full year demonstrate the strength and resiliency in the CBIZ model.
We delivered strong profitability and free cash flow despite tempered top-line growth. Fourth quarter revenue was $543 million, up 18% versus the prior year, driven by the acquisition. You will recall our remarks on the third quarter call. Two things had to happen for us to meet our fourth quarter expectations. First, market conditions had to be consistent with third quarter. We're pleased that assumption held true. The second assumption required we drive above average utilization by working with our clients to get an early start on the busy season. This assumption did not come through, as utilization remained at normal historical levels due to client preference to pursue this work in 2026. Fortunately, the work was pushed into 2026. We are well positioned to convert on this activity during the first half of the year.
For the full year, revenue grew 52% versus the prior year, as reported, and we estimated we grew approximately 2% organically. As we shared during 2025, this was below our initial expectations due to less favorable market conditions in the first half, as well as lower demand in our SEC capital markets practice. The CBIZ model generates strong, recurring, essential revenue, and our client retention remains high. As we move past a transformative year, we are excited to execute on our top line growth initiatives in 2026 and beyond. Operating expense declined as a percentage of revenue, reflecting lower incentive compensation tied to our top-line performance and the acceleration of synergies that contributed approximately $35 million of savings in 2025. Together, these two items helped drive 250 basis points of year-over-year gross margin expansion.
Roughly 80% of our operating expense is personnel-related, with incentive compensation as the primary variable component. Incentive compensation programs have historically represented approximately 16%-17% of our total compensation and benefits. While incentive expense was lower in 2025, we ensured our high-performing teams are recognized and rewarded for their 2025 accomplishments, and we remain committed to investing in the best people in our industry. For the fourth quarter, adjusted EBITDA was a loss of $29 million, and for the full year, adjusted EBITDA was $447 million. Full-year adjusted EBITDA margin increased approximately 530 basis points versus last year, with lower incentive compensation expense driving approximately 270 basis points of that improvement.
Excluding the impact from incentive compensation and acquisition timing, we believe our margin expansion is consistent with, and even exceeds, historical performance, representing the benefits of greater scale and higher-than-expected synergies. Fourth quarter adjusted diluted earnings per share was a loss of $0.70, bringing our full-year adjusted EPS to $3.61. This is in line with our original 2025 guidance and is a strong testament to the team's ability to deliver improved profitability and achieve the year one accretion we committed to when we announced the Marcum transaction. We repurchased approximately 2.4 million shares, totaling $160 million in 2025, under our right of first refusal and through the open market. In addition, our board of directors recently approved the continuation of our share repurchase program, authorizing the repurchase of up to 5 million shares.
Full-year free cash flow increased $65 million to $176 million. Conversion from adjusted EBITDA was approximately 40%. Conversion was tempered in 2025 due to elevated integration-related spend that will begin to abate in 2026. Our business model drives meaningful cash generation under nearly all business climates. This affords us flexibility to support high return, capital allocation priorities that drive top-line growth, improved client experience, and margin expansion. Moving into our segment review. Financial Services' fourth quarter revenue was $439 million, up 23% year-over-year, benefiting from an additional month of the acquisition compared to last year. Full year 2025 revenue was $2.3 billion, an increase of approximately 70%, driven by the acquisition.
Adjusting for known items, we estimate we delivered low single-digit growth in our core accounting and tax service lines, which offset headwinds in our SEC-related business. In addition, our advisory business grew in the second half, capturing improved market conditions relative to the first half. Financial Services adjusted EBITDA was up $264 million, ending the year at $449 million. Adjusted EBITDA margin expanded 600 basis points, driven by the impact of synergies, lower incentive compensation expense, and additional scale benefits. In terms of pricing, we were pleased to deliver mid-single-digit rate increases for the year. We are competing favorably and realizing rate increases that exceed overall inflation and capture the value we bring to our clients.
Our long-term target for Financial Services is solid mid-single-digit annual organic revenue growth, and we expect continued adjusted EBITDA margin expansion, driven by top-line growth and operating efficiencies. Turning to our benefits and insurance results on slide 14. Overall, it was another solid year for BNI, with year-over-year revenue growth and strong profitability. 2025 revenue was $410 million and represents 2% growth year-over-year, primarily driven by growth in our employee benefits group and the payroll and human capital management group. This was partially offset by softness in the property and casualty market, as well as producer attrition. For the year, adjusted EBITDA was up $3 million, representing 4% growth and 20 basis points of margin expansion. Growth drivers for BNI in 2026 include enhancing client and key producer retention while driving new business.
We are also tying a larger level of producer incentive compensation to cross-serving targets. We are capturing opportunities for outsourced services and seeing increased interest in our solutions to mitigate rising healthcare costs and navigate workforce dynamics. Slide 15 provides a look at our quarterly seasonality for revenue, adjusted EBITDA, and free cash flow. Seasonality is driven by the accounting and tax busy season and the related timing of billing and collections, which impacts working capital. We ended with net debt of approximately $1.45 billion, resulting in a net leverage ratio of 3.3 times, we had over $400 million of available liquidity under our revolver as of December 31st. Turning to our 2026 outlook on slide 16, you could also reference slides 21 through 23 in the appendix for additional detail.
At a high level, we expect to deliver year-over-year growth in revenue, profitability, and free cash flow. Revenue is expected to be between $2.8 billion-$2.9 billion, representing 2%-5% year-over-year growth. The difference between the high end and the low end of the range is largely driven by macroeconomic assumptions, which could impact project-based work. In terms of seasonality, and consistent with historical patterns, revenue is expected to be weighted at approximately 55% in the first half and 45% in the second half. Adjusted EBITDA is expected to be in the range of $450 million-$460 million. The funding of incentive pools will correlate with our top-line performance.
At 2% growth, we would expect little to no headwind compared to 2025. At 5% growth, we would expect incentive compensation to be refilled at target levels and would therefore realize the full $65 million headwind. Investing in talent remains a top priority. It's critical to our long-term success. We're balancing that investment with a disciplined approach to profitability, supported by efficiency initiatives and synergies that will partially offset higher compensation. We expect $70 million-$80 million in integration costs in 2026. Compared to 2025, business-related integration costs will decrease but will be partially offset by higher facility optimization costs. The first half and the second half split for adjusted EBITDA is expected to be approximately 70% and 30%, respectively.
Adjusted EPS is expected to be in the range of $3.75-$3.85 per share. This contemplates a tax rate of approximately 28.5% and a weighted average fully diluted share count of approximately 62 million shares. free cash flow is expected to be in the range of $270 million-$290 million, representing approximately 60% conversion at the midpoint of our adjusted EBITDA outlook. This is largely driven by lower acquisition-related items and the benefit of approximately $50 million of purchase price adjustment we collected this January. We are factoring in only modest contributions from working capital efficiency and lower interest payments. Capital expenditures will be higher in 2025 by approximately $20 million-$25 million, tied to facility optimization plans.
Thanks, Brad. Our top priority in 2026 is reigniting our growth engine and leveraging our scale. We have clear strategic growth priorities and efficiency enablers that we are confident will drive value creation for shareholders in 2026 and beyond. We believe we have the building blocks to deliver on our long-term growth algorithm. Our diverse client base positions us to cross-serve and drive larger share of wallet. We are finding that our ability to provide specialized industry expertise is enabling us to deepen core client relationships and differentiate ourselves from our competitors. Looking forward, we are focused on compounding value through multiple growth engines. We see tremendous opportunity to not only retain business and expand within our existing clients, but also to land new clients who seek multi-service capabilities we can now offer.
Work completed in 2025 has built the foundation for us to realize operating margin expansion as we increasingly deploy technology and leverage our offshore teams. Last, but certainly not least, we remain committed to high return capital allocation priorities that are supported by strong and consistent cash flow you have come to expect from CBIZ. Thanks again to our CBIZ team for your hard work, and thank you to our shareholders for your continued support. We look forward to your further engagement with you throughout the coming months. With that, operator, please, let's open the call for Q&A.