Cintas (CTAS) 10-K risk factor changes: FY2024 vs FY2023

Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions; [added: supply chain constraints and macroeconomic conditions, including] inflationary pressures and [added: higher interest rates;] fluctuations in costs of materials and labor, including increased medical costs; [removed: interest rate volatility;] costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, tariffs and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; our ability to meet our [removed: goals] [added: aspirations] relating to [removed: ESG] [added: environmental, social and governance (ESG)] opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls for financial reporting; the effect of new accounting pronouncements; [added: risk associated with cybersecurity threats, including] disruptions caused by the inaccessibility of computer systems [removed: data, including] [added: data and] cybersecurity [removed: risks;] [added: risk management;] the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events including global health [removed: pandemics such as the COVID-19 coronavirus;] [added: pandemics;] the amount and timing of repurchases of our common stock, if any; changes in [removed: federal and state] [added: global] tax and labor laws; and the reactions of competitors in terms of price and service.

Forward-looking and other statements in this Annual Report on Form 10-K regarding our greenhouse gas (GHG) reduction plans and other ESG [removed: goals] [added: aspirations] are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC.

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher material costs for items such as fabrics and textiles, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, global health [removed: pandemics such as the COVID-19 pandemic,] [added: pandemics,] higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative expenses.

As a result, these factors could adversely affect our [removed: sales] [added: revenue] and consolidated results of operations.

*Increased competition could adversely affect our [removed: financial performance.*][added: consolidated results of operations.*]

If existing or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to lower prices, which would [removed: hurt its] [added: adversely affect our consolidated] results of operations.

These competitive pressures could adversely affect our [removed: sales] [added: revenue] and consolidated results of operations.

*An inability to open new, [removed: cost effective] [added: cost-effective] operating facilities may adversely affect our expansion efforts.*

Any inability to effectively identify and manage these items may adversely affect our expansion efforts, and consequently, adversely affect our [removed: financial performance.][added: consolidated results of operations.]

However, there can be no assurance that we will be able to [removed: locate] [added: identify] and purchase suitable acquisitions.

Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient manner, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S. Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport [removed: availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.]

These and other factors, including the potential negative impact of global health pandemics [removed: such as COVID-19] affecting our suppliers and our access to products could adversely affect our consolidated results of operations.

*We rely extensively on [removed: computer] [added: information technology] systems, including third-party systems, to process transactions, maintain information and manage our businesses.

Disruptions in the availability of [removed: computer] [added: any internal or external information technology] systems due to implementation of a new system or otherwise, or privacy breaches involving [removed: computer] [added: information technology] systems, could impact our ability to service our customers and adversely affect our [removed: sales,] [added: revenue,] consolidated results of operations and reputation and expose us to litigation risk.*

Our businesses rely on various [removed: computer] [added: information technology] systems, including third-party systems, to provide customer information, process customer transactions and provide other general information necessary to manage our businesses.

[removed: However, our computer] [added: Our information technology] systems are subject to damage or interruption due to [added: cybersecurity attacks,] system conversions, power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our employees.

Although we [added: have an active disaster recovery plan in place that is frequently reviewed and tested, and we] believe that we have adopted appropriate measures to mitigate potential risks to our technology and our operations from these information technology-related and other potential disruptions, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays and interruptions in our ability to provide products and services to our customers.

Any disruption caused by the unavailability of our [removed: computer] [added: information technology] systems could adversely affect our [removed: sales,] [added: revenue,] could require us to make a significant investment to fix or replace them and, therefore, could adversely affect our consolidated results of operations.

If the network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to our technology fails, or we are unable to successfully address [removed: security incidents,] [added: cybersecurity incidents or the risks from cybersecurity threats, we could experience] production downtimes, operational delays and interruptions in our ability to provide products and services to our customers, the compromising of confidential or otherwise protected Company, customer, or employee information, destruction or corruption of data, security breaches, or other manipulation or improper use of our systems and networks [added: which] could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.

[removed: We also] [added: In addition, we] rely on software applications, enterprise cloud storage systems and cloud computing services provided by third-party vendors for certain information technology services, including our SAP enterprise system, payroll data, risk management data and lease data.

Failure to preserve positive labor relationships with our [removed: employees] [added: employee-partners] could adversely affect our consolidated results of operations.*

Our corporate culture, along with our entire operation, depends on our ability to attract, develop and retain key [removed: employees.][added: employee-partners.]

Competitive pressures and labor shortages within and outside our industry may make it more difficult and expensive for us to attract and retain key [removed: employees] [added: employee-partners] which could adversely affect our businesses.

We believe we have positive labor relationships with our [removed: employees.][added: employee-partners.]

However, factors such as difficulty to attract key employees, reduced employee engagement, third-party organizational efforts and increased [removed: employee] [added: employee-partner] turnover could adversely affect our labor relationships with our [removed: employees.][added: employee-partners.]

A failure to preserve positive labor relationships with our [removed: employees] [added: employee-partners] and could adversely affect our consolidated financial condition and consolidated results of operations.

Unexpected events, including fires or explosions at facilities, severe weather conditions and natural disasters such as [removed: hurricanes] [added: hurricanes, fires, floods, droughts] and tornadoes (including those caused by climate change), [added: geopolitical conflicts,] war or terrorist activities, unplanned outages, global health [removed: pandemics such as COVID-19,] [added: pandemics,] supply disruptions, failure of equipment or systems or changes in laws and/or regulations impacting our businesses, could adversely affect our consolidated results of operations.

[removed: These] [added: Any of these] events could result in customer disruption, physical damage to one or more key operating facilities, the temporary closure of one or more key operating facilities or the temporary disruption of information systems.

In addition, negative [removed: publicity,] [added: publicity related to such unexpected events,] whether warranted or not, [removed: impacting] [added: may impact] brand image perception [added: and] could adversely affect our consolidated results of operations.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside [added: of] our control, including geopolitical developments, supply and demand [added: fluctuations] for fuel and other energy related products, actions by energy producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters, environmental concerns including the impact of legislative and regulatory efforts to limit GHG emissions and global health [removed: pandemics such as COVID-19.][added: pandemics.]

In fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

Therefore, fluctuations in the value of the U.S. dollar against other major currencies, particularly in the event of significant increases in foreign currency revenue, will impact our revenue and operating income and the value of [added: consolidated] balance sheet items denominated in foreign currencies.

[removed: However,] [added: In addition,] deterioration in the global credit markets may limit our ability to access credit markets, which could adversely affect our liquidity and/or increase our cost of borrowing.

Our business is subject to complex and stringent state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, transportation [added: laws] and [added: regulations, ESG-related regulations, cybersecurity laws and regulations, data privacy and protection laws and regulations, environmental regulations, and] other laws and regulations.

While based on information currently known to us, we believe that we maintain adequate reserves with respect to these matters, our liability could exceed forecasted amounts, and the imposition of additional clean-up obligations or the discovery of additional contamination at these or other sites could result in significant additional costs which could adversely affect our [added: consolidated] results of operations.

The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements, including to fund energy efficiency [removed: activities or renewable energy use, and fees or restrictions on certain activities or materials.]

[removed: Our] [added: In addition, our] ability to achieve our ESG [removed: goals,] [added: aspirations,] including [removed: our goal] to achieve Net Zero GHG emissions by 2050, and to accurately and transparently report our progress presents numerous operational, financial, legal and other risks, and may be dependent on the actions of suppliers and other third parties, significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions, all of which are outside of our control.

If we are unable to meet our ESG [removed: goals] [added: aspirations] or evolving stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, our reputation could be negatively impacted.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, [removed: including the SEC’s recently proposed disclosure requirements regarding, among other matters, GHG emissions,] we may have to undertake additional costs to control, assess and report on ESG metrics.

Any failure or perceived failure, whether or not valid, to pursue or fulfill our ESG [removed: goals,] [added: aspirations,] targets [removed: and] [added: or] objectives or to satisfy various ESG reporting standards within the timelines we announce, or at all, could [removed: increase the risk] [added: result in adverse publicity, reputational harm, or loss] of [removed: litigation.][added: customer and/or investor confidence, which could adversely affect our business and consolidated results of operations.]

These risks and uncertainties include, but are not limited to, those described in this section and elsewhere in this report and may also be described from time to time in our future reports filed with the SEC.

availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

Cyber-security attacks are evolving, and cybercriminals have increasingly demonstrated advanced capabilities, such as zero-day vulnerabilities and rapid integration of new technology such as generative artificial intelligence.

Our response to cybersecurity incidents, and our investments in our technology and our controls, processes and practices related to cybersecurity incidents and risks from cybersecurity threats, may not be sufficient to shield us from significant losses or liability.

Given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a cybersecurity breach or attack could potentially persist for an extended period of time before being detected.

As a result, we may not be able to anticipate the attack or respond adequately or timely, and the extent of a particular cybersecurity incident, and the steps that we may need to take to investigate the incident, may not be immediately clear.

It could take a significant amount of time before an investigation can be completed and full, reliable information about the incident becomes known.

During an investigation, it is possible we may not necessarily know the extent of the harm or how to remediate it, which could further adversely impact us.

In addition, new regulations could result in us being required to disclose information about a material cybersecurity incident before it has been mitigated or resolved, or even fully investigated.

The world has experienced an exponential level of growth in the availability of potential applications of artificial intelligence (AI).

AI could disrupt certain aspects of our business and evolve use of technology in ways that are not yet known.

If we are not able to adapt and effectively incorporate potential advantages of AI in our business, it may negatively impact our ability to compete.

On the other hand, if we are not able to effectively manage the risks of AI, including the potential for poor or inconsistent quality, privacy concerns, risks related to automated decision-making, and the potential for exposure of confidential and/or propriety information, we may suffer harm to our consolidated results of operations and reputation.

Our access to the credit markets will depend on a variety of factors, such as prevailing economic and credit market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity and perceptions of our financial prospects.

For example, in the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lowered, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected.

In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

12

activities or renewable energy use, and fees or restrictions on certain activities or materials.

*Increasing scrutiny and evolving expectations from investors, customers, regulators, policymakers and other stakeholders regarding ESG matters may adversely affect our reputation or otherwise adversely impact our share price, demand for our securities and business and results of operations.*

The heightened and sometimes conflicting stakeholder focus on ESG issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements.

In addition, our share price and demand for our securities could be adversely affected.

In addition, some countries have enacted or have committed to enact Pillar Two global minimum tax, which may increase our tax expense in future years.

We

have an active disaster recovery plan in place that is frequently reviewed and tested.

In addition, cyber-security attacks are evolving and have become increasingly more sophisticated.

*Our ability to achieve our environmental, social and governance goals are subject to risks, many of which are outside of our control, and our reputation and brands could be harmed if we fail to meet such goals.*

This Management’s Discussion and Analysis of Financial Condition and Results of Operations [added: section] focuses on discussion of fiscal [removed: 2023] [added: 2024] results compared to fiscal [removed: 2022 results.][added: 2023 results and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing.]

[added: Risk Factors](#id658325c7f3440f7b67a4b7891a69404_16)."] For discussion of fiscal [removed: 2022] [added: 2023] results compared to fiscal [removed: 2021] [added: 2022] results, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2022,] [added: 2023,] filed with the SEC on July 27, [removed: 2022.][added: 2023.]

Revenue and operating income for the reportable operating segments for the [added: fiscal] years ended May 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] are presented in [Note [removed: 13](#ibae0ab0ee7704c548e9e246ffa2ea74b_121)] [added: 14](#id658325c7f3440f7b67a4b7891a69404_121)] entitled Operating Segment Information of [removed: "[Notes] [added: "Notes] to Consolidated Financial [removed: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)."] [added: Statements."] The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

| Uniform Rental and Facility Services | | | [removed: 78.2%] [added: 77.8%] | | | | | | [removed: 79.3%] [added: 78.2%] | | |

| First Aid and Safety Services | | | [removed: 10.8%] [added: 11.1%] | | | | | | [removed: 10.6%] [added: 10.8%] | | |

| All Other | | | [removed: 11.0%] [added: 11.1%] | | | | | | [removed: 10.1%] [added: 11.0%] | | |

| Uniform Rental and Facility Services | | | [removed: 52.7%] [added: 51.8%] | | | | | | [removed: 53.3%] [added: 52.7%] | | |

| First Aid and Safety Services | | | [removed: 49.3%] [added: 44.5%] | | | | | | [removed: 55.3%] [added: 49.3%] | | |

| All Other | | | [removed: 55.9%] [added: 53.6%] | | | | | | [removed: 56.0%] [added: 55.9%] | | |

| Total cost of sales | | | [removed: 52.7%] [added: 51.2%] | | | | | | [removed: 53.8%] [added: 52.7%] | | |

| Uniform Rental and Facility Services | | | [removed: 47.3%] [added: 48.2%] | | | | | | [removed: 46.7%] [added: 47.3%] | | |

| First Aid and Safety Services | | | [removed: 50.7%] [added: 55.5%] | | | | | | [removed: 44.7%] [added: 50.7%] | | |

| All Other | | | [removed: 44.1%] [added: 46.4%] | | | | | | [removed: 44.0%] [added: 44.1%] | | |

| Total gross margin | | | [removed: 47.3%] [added: 48.8%] | | | | | | [removed: 46.2%] [added: 47.3%] | | |

| Uniform Rental and Facility Services | | | [removed: 25.9%] [added: 26.0%] | | | | | | [removed: 25.0%] [added: 25.9%] | | |

| First Aid and Safety Services | | | [removed: 31.7%] [added: 33.1%] | | | | | | [removed: 31.9%] [added: 31.7%] | | |

| All Other | | | [removed: 29.3%] [added: 30.4%] | | | | | | [removed: 28.0%] [added: 29.3%] | | |

| Total selling and administrative expenses | | | [removed: 26.9%] [added: 27.3%] | | | | | | [removed: 26.0%] [added: 26.9%] | | |

| Uniform Rental and Facility Services | | | [removed: 21.4%] [added: 22.2%] | | | | | | [removed: 21.7%] [added: 21.4%] | | |

| First Aid and Safety Services | | | [removed: 19.0%] [added: 22.4%] | | | | | | [removed: 12.8%] [added: 19.0%] | | |

| All Other | | | [removed: 14.8%] [added: 16.0%] | | | | | | [removed: 16.0%] [added: 14.8%] | | |

| Total operating income | | | [removed: 20.4%] [added: 21.6%] | | | | | | [removed: 20.2%] [added: 20.4%] | | |

| Interest expense, net | | | [removed: 1.2%] [added: 0.9%] | | | | | | [removed: 1.1%] [added: 1.2%] | | |

| Income before income taxes | | | [removed: 19.2%] [added: 20.6%] | | | | | | [removed: 19.1%] [added: 19.2%] | | |

Fiscal [removed: 2023] [added: 2024] Compared to Fiscal [removed: 2022][added: 2023]

Fiscal [removed: 2023] [added: 2024] total revenue was [removed: $8.8] [added: $9.6] billion, an increase of [removed: 12.2%] [added: 8.9%] over the prior fiscal year.

Revenue increased organically by [removed: 12.2%] [added: 8.0% primarily] as a result of increased sales volume.

Organic [added: revenue] growth adjusts for the impact of acquisitions, [removed: divestitures] [added: workday differences] and foreign currency exchange rate fluctuations.

[removed: Total revenue] [added: Revenue growth] was positively impacted by [removed: 0.4%] [added: 0.2%] due [removed: primarily] to [removed: acquisitions] [added: acquisitions, positively impacted by 0.5% due to one more workday in fiscal 2024 compared to fiscal 2023] and negatively impacted by [removed: 0.4%] [added: 0.1%] due to foreign currency exchange rate fluctuations.

Organic revenue growth by quarter for fiscal [removed: 2023] [added: 2024] is as follows:

| First quarter ended August 31, [removed: 2022] [added: 2023] | | | [removed: 13.9%] [added: 8.1%] | | |

| Second quarter ended November 30, [removed: 2022] [added: 2023] | | | [removed: 12.8%] [added: 9.0%] | | |

| Third quarter ended February [removed: 28, 2023] [added: 29, 2024] | | | [removed: 11.8%] [added: 7.7%] | | |

| Fourth quarter ended May 31, [removed: 2023] [added: 2024] | | | [removed: 10.3%] [added: 7.5%] | | |

| For the fiscal year ended May 31, [removed: 2023] [added: 2024] | | | [removed: 12.2%] [added: 8.0%] | | |

Revenue from the Uniform Rental and Facility Services reportable operating segment increased [removed: 10.8%] [added: 8.2%, to $7,465.2 million] compared to [added: $6,897.1 million in] fiscal [removed: 2022.][added: 2023.]

Organic revenue growth for this reportable operating segment was [removed: 10.8%.][added: 7.4%.]

Revenue growth was positively impacted by 0.4% due to acquisitions and [removed: negatively impacted by] 0.4% due to [removed: foreign currency exchange rate fluctuations.][added: one more workday in fiscal 2024 compared to fiscal 2023.]

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased [removed: 17.9%] [added: 11.1%, to $2,131.4 million] compared to [added: $1,918.6 million in] fiscal [removed: 2022.][added: 2023.]

Revenue improved from increases in sales representative [removed: productivity.][added: productivity and price increases.]

The discussion contains forward-looking statements that involve known and unknown risks and uncertainties, including those set forth under "[Item 1A.

| | | | 2024 | | | | | | 2023 | | |

Total revenue was positively impacted by 0.4% due to acquisitions and by 0.5% due to one more workday in fiscal 2024 compared to fiscal 2023.

| | | | | | |

Revenue growth was positively impacted by 0.5% due to acquisitions and by 0.4% due to one more workday in fiscal 2024 compared to fiscal 2023.

The change as a percent of revenue was primarily due to investing in additional selling resources, investing in our management trainee program, expanding our talent acquisition efforts for future growth, as well as costs associated with a tentative legal settlement discussed in [Note 15](#id658325c7f3440f7b67a4b7891a69404_124) entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements."

The improvement in gross margin was primarily the result of efficiency gains in energy usage, more efficient use of in-service inventory, and improved leverage of fixed costs.

As a percent of revenue, selling and administrative expenses were largely consistent as compared to the prior fiscal year.

The improvement over the prior fiscal year was primarily a result of the previously discussed improvement in gross margin.

The improvement in gross margin as a percent of revenue was primarily driven by favorable changes in the sales mix, sourcing and productivity initiatives, as well as improved leverage of fixed costs and a reduction in energy expense as a percent of revenue.

The change as a percent of revenue was primarily due to increases in labor and other employee-partner related expenses, including investing in additional selling resources for future growth.

These improvements were partially offset by unfavorable changes in working capital, primarily current liabilities and deferred income taxes.

The increase in capital expenditures from fiscal 2023 to fiscal 2024 was due to investments in the reportable operating segments to support continued revenue growth, an increase in equipment purchases, primarily trucks, due to vendors clearing backlogged orders, and spending associated with the SAP implementation in the Fire Protection Services operating segment, which is included in All Other.

These increases were partially offset by a decrease in payments of debt and commercial paper in fiscal 2024 compared to fiscal 2023.

On July 26, 2022, Cintas announced that the Board authorized a

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

| | | | 941 | | | | | | $ | 547.69 | | | | | $ | 515,388 | | | | | | | | 550 | | | | | | $ | 396.69 | | | | | $ | 218,288 | |

In the period subsequent to May 31, 2024, through July 25, 2024, under the July 26, 2022 share buyback plan, we purchased 0.7 million shares of Cintas common stock at an average price of $693.58 for a total purchase price of $473.6 million.

From the inception of the July 26, 2022 share buyback program through July 25, 2024, Cintas has purchased 0.8 million shares of Cintas common stock in the aggregate, at an average price of $691.40 per share, for a total purchase price of $530.7 million.

| April 11, 2023 | | | May 15, 2023 | | | | | | June 15, 2023 | | | $ | 1.15 | | | | | $ | 117.6 | |

| July 25, 2023 | | | August 15, 2023 | | | | | | September 15, 2023 | | | 1.35 | | | | | | 138.2 | | |

| October 24, 2023 | | | November 15, 2023 | | | | | | December 15, 2023 | | | 1.35 | | | | | | 137.5 | | |

| January 16, 2024 | | | February 15, 2024 | | | | | | March 15, 2024 | | | 1.35 | | | | | | 137.6 | | |

| Total | | | | | | | | | | | | $ | 5.20 | | | | | $ | 530.9 | |

| As of May 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| April 9, 2024 (1) | | | May 15, 2024 | | | | | | June 14, 2024 | | | $ | 1.35 | | | | | $ | 137.6 | |

During the fiscal year ended May 31, 2024, Cintas repurchased, and subsequently retired, $13.5 million of its 6.15%, 30-year senior notes.

| Senior notes (1) | | | 3.11% | | | | | | 2015 | | | | | | 2025 | | | | | | $ | 50,294 | | | | | $ | — | |

| Senior notes | | | 3.45% | | | | | | 2022 | | | | | | 2025 | | | | | | — | | | | | | 400,000 | | |

Cintas' debt agreements contain certain covenants.

In addition, in such a case, our cost of funds for new issues of

26

| Debt (1) | | | $ | 2,486,550 | | | | | $ | 450,000 | | | | | $ | 1,000,000 | | | | | $ | — | | | | | $ | 1,036,550 | |

| Operating leases (2) | | | 211,469 | | | | | | 51,323 | | | | | | 79,583 | | | | | | 50,352 | | | | | | 30,211 | | |

| Interest payments | | | 563,114 | | | | | | 97,814 | | | | | | 167,096 | | | | | | 93,096 | | | | | | 205,108 | | |

| Total contractual and other material cash obligations | | | $ | 3,261,133 | | | | | $ | 599,137 | | | | | $ | 1,246,679 | | | | | $ | 143,448 | | | | | $ | 1,271,869 | |

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27

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), *Improvements to Reportable Segment Disclosures* (ASU 2023-07).

16

| | | | 2023 | | | | | | 2022 | | |

| | | | Organic Growth | | |

17

Revenue growth was positively impacted by 0.6% due primarily to acquisitions and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.

The change as a percent of revenue was primarily due to a $12.1 million gain on the sale of certain operating assets recorded within All Other and a $30.2 million one-time gain on an equity method investment transaction recorded in fiscal 2022.

In addition, the effective tax rate for fiscal 2022 included one-time tax benefits from a gain on an equity method investment transaction and from the sale of certain operating assets.

The decrease in diluted weighted average common shares outstanding resulted from purchasing an aggregate of approximately 2.7 million shares of common stock under the Board of Directors approved share buyback programs since the beginning of the third quarter of fiscal 2022 through the fourth quarter of fiscal 2023.

18

The improvement in gross margin was the result of efficiencies in labor and improved leverage of fixed costs, partially offset by investments in material cost to support increased revenue growth.

The change as a percent of revenue was primarily due to the previously mentioned one-time gain on an equity method investment transaction of $30.2 million recorded in fiscal 2022.

The change over the prior fiscal year was primarily due to the previously discussed one-time gain on an equity method investment transaction recorded in fiscal 2022.

Revenue growth was positively impacted by 1.3% due to acquisitions and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.

The improvement in gross margin as a percentage of revenue was primarily due to a decrease in the proportion of sales related to personal protective equipment, which typically have lower gross margins compared to the first aid cabinet sales, as well as improved leverage of fixed costs.

The improvement as a percent of revenue was primarily due to efficiencies realized in selling and administrative labor expenses.

These improvements were partially offset by unfavorable changes in working capital, specifically, capitalized contract costs, inventories and accounts receivable, which resulted from the growth in revenue.

The increase in capital expenditures from fiscal 2022 to fiscal 2023 was due to an investment in the operating segments to support continued market penetration and revenue growth.

The fiscal 2022 acquisitions also include the acquisition of the remaining interest of an equity method investment.

In fiscal 2022 investing activities included proceeds of $15.3 million from the sale of certain operating assets, net of cash disposed in the Uniform Direct Sales operating segment, which is included in All Other.

On July 26, 2022, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date.

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| October 29, 2019 | | | — | | | | | | $ | — | | | | | $ | — | | | | | | | | 1,590 | | | | | | $ | 365.41 | | | | | $ | 581,220 | |

| | | | 550 | | | | | | $ | 396.69 | | | | | $ | 218,288 | | | | | | | | 3,740 | | | | | | $ | 375.53 | | | | | $ | 1,404,649 | |

There were no share buybacks in the period subsequent to May 31, 2023, through July 27, 2023, under any share buyback program.

| April 13, 2021 | | | May 15, 2021 | | | | | | June 15, 2021 | | | $ | 0.75 | | | | | $ | 79.1 | |

| July 27, 2021 | | | August 13, 2021 | | | | | | September 15, 2021 | | | 0.95 | | | | | | 98.8 | | |

| October 26, 2021 | | | November 15, 2021 | | | | | | December 15, 2022 | | | 0.95 | | | | | | 99.0 | | |

| January 12, 2022 | | | February 15, 2022 | | | | | | March 15, 2022 | | | 0.95 | | | | | | 98.2 | | |

| Total | | | | | | | | | | | | $ | 3.60 | | | | | $ | 375.1 | |

| As of May 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| April 12, 2022 (1) | | | May 16, 2022 | | | | | | June 15, 2022 | | | $ | 0.95 | | | | | $ | 97.5 | |

During the fiscal year ended May 31, 2022, Cintas issued $261.2 million, net of commercial paper.

On June 1, 2021, in accordance with the terms of the notes, Cintas paid the $250.0 million aggregate principal amount outstanding of its 4.30%, 10-year senior notes that matured on that date with cash on hand.

On April 1, 2022, in accordance with the terms of the notes, Cintas paid the $650.0 million aggregate principal amount outstanding of its 2.90%, 5-year senior notes that matured on that date with proceeds from short-term borrowings.

On May 1, 2022, Cintas redeemed at par value the $300.0 million aggregate principal amount outstanding of its 3.25%, 10-year senior notes 30 days in advance of the maturation date with proceeds from short-term borrowings.

On May 3, 2022, Cintas issued $400.0 million aggregate principal amount of senior notes that bear an interest rate of 3.45% and mature on May 1, 2025.

On May 3, 2022, Cintas also issued $800.0 million aggregate principal amount of senior notes that bear an interest rate of 4.00% and mature on May 1, 2032.

The net proceeds from these issuances were utilized for general business purposes, including reducing Cintas’ short-term borrowings.

| Commercial paper | | | 1.20% | | | (1) | | | 2022 | | | | | | 2023 | | | | | | $ | — | | | | | $ | 261,200 | |

| Senior notes (2) | | | 2.78% | | | | | | 2013 | | | | | | 2023 | | | | | | — | | | | | | 50,380 | | |

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.1] [added: $0.6] million.

Foreign denominated revenue and [removed: profit] [added: operating income] represents less than 10% of Cintas' consolidated revenue and [removed: profit.][added: operating income.]

29

26

The following table sets forth Cintas' total revenue and the revenue derived from each reportable operating segment and the remaining operating segments included in [removed: the] All Other [removed: category] for the fiscal years ended May 31:

| (In thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Uniform Rental and Facility Services | | | $ | [removed: 6,897,130] [added: 7,465,199] | | | | | $ | [removed: 6,226,980] [added: 6,897,130] | | | | | $ | [removed: 5,689,632] [added: 6,226,980] | |

| First Aid and Safety Services | | | [removed: 951,496] [added: 1,067,334] | | | | | | [removed: 832,458] [added: 951,496] | | | | | | [removed: 784,291] [added: 832,458] | | |

| All Other | | | [removed: 967,143] [added: 1,064,082] | | | | | | [removed: 795,021] [added: 967,143] | | | | | | [removed: 642,417] [added: 795,021] | | |

| Total Revenue | | | $ | [removed: 8,815,769] [added: 9,596,615] | | | | | $ | [removed: 7,854,459] [added: 8,815,769] | | | | | $ | [removed: 7,116,340] [added: 7,854,459] | |

Additional information regarding each reportable operating segment and All Other is also included in [removed: [Note 13](#ibae0ab0ee7704c548e9e246ffa2ea74b_121) entitled Operating Segment Information of "[Notes to Consolidated Financial Statements.](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)"][added: "Item 8.]

At May 31, [removed: 2023,] [added: 2024,] Cintas, in total, had approximately [removed: 11,500] [added: 11,700] local delivery routes, [removed: 461] [added: 467] operational facilities and 12 distribution centers.

For a discussion of the risks associated with sourcing that may materially impact Cintas, please see "[Item 1A: Risk Factors - Risks Relating to Business Strategy and [removed: Operations](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)."][added: Operations](#id658325c7f3440f7b67a4b7891a69404_16)."]

In addition to Cintas’ U.S. operations, which [removed: in fiscal 2023, fiscal 2022 and fiscal 2021,] generated over 90% of its consolidated [removed: revenue,] [added: revenue in all periods presented,] Cintas also operates its business through [removed: wholly-owned] [added: wholly owned] subsidiaries in foreign jurisdictions, primarily in Canada.

Our journey started in 1929 during the Great Depression when Doc and Amelia Farmer collected shop towels that had been disposed [removed: of] by manufacturing facilities along the Ohio River.

Environmental spending related to water treatment and waste removal was approximately [removed: $26.0] [added: $27.0] million in fiscal [removed: 2023,] [added: 2024,] approximately [removed: $22.0] [added: $26.0] million in fiscal [removed: 2022] [added: 2023] and approximately [removed: $19.0] [added: $22.0] million in fiscal [removed: 2021.][added: 2022.]

Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $1.0] [added: $1.7] million in fiscal [removed: 2023,] [added: 2024,] approximately [removed: $0.2] [added: $1.0] million in fiscal [removed: 2022] [added: 2023] and approximately [removed: $1.0] [added: $0.2] million in fiscal [removed: 2021.][added: 2022.]

In addition, health and safety regulations [removed: (including laws or regulations promulgated in response to the novel strain of coronavirus (COVID-19) pandemic)] have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.

With respect to the laws and regulations noted above, as well as other applicable laws and regulations, Cintas’ compliance programs may under certain circumstances involve material investments in the form [added: of additional processes, training, personnel, information technology and capital.]

[removed: In fiscal 2023, compliance with the] applicable laws, government regulations, including environmental regulations, and standards did not have a material effect on Cintas’ capital expenditures or consolidated results of operations.

For a discussion of the risks associated with government regulations that may materially impact Cintas, please see “[Item 1A: Risk Factors—Legal and Regulatory [removed: Risks](#ibae0ab0ee7704c548e9e246ffa2ea74b_16).”][added: Risks](#id658325c7f3440f7b67a4b7891a69404_16).”]

Cintas uses its corporate website, www.cintas.com, as a channel for routine distribution of important information, including news releases, analyst presentations and financial [removed: information.][added: information and for complying with our disclosure obligations under Regulation FD.]

In fiscal [removed: 2023,] [added: 2024,] Cintas published its [removed: third] [added: fourth] annual [removed: environmental, social and governance (ESG)] [added: sustainability] report and reported on Cintas’ continued strategy of a Shared Drive for Better.

Cintas' most recent [removed: ESG] [added: sustainability] report can be found on our website at www.cintas.com/company/esg.

At May 31, [removed: 2023,] [added: 2024,] Cintas employed approximately [removed: 44,500] [added: 46,500] employee-partners in our global workforce, of which approximately 1,000 were represented by labor unions.

We operate according to the Cintas Code of [removed: Conduct,] [added: Conduct and Business Ethics,] available on our website www.cintas.com, which mandates full compliance with applicable laws and regulations and helps to preserve the integrity of our Company.

Employee-partners, contractors, vendors and visitors are all covered by [added: the system, which focuses on hazard prevention, training, management commitment and worker involvement.]

All production-related managers attend OSHA’s 10-hour Safety Improvement course, and each member of our Senior Management team takes the Management and Leadership Skills for Environmental Health and Safety Professionals Course, part of the Harvard [removed: T.H] [added: T.H.] Chan School of Public Health safety and health curriculum.

In addition, we provide several channels for all employee-partners to speak up, ask for guidance and report concerns related to ethics or safety violations, and we [added: seek to] address those concerns and take appropriate actions to uphold our Cintas values and health and safety culture.

Through these efforts, Cintas has reduced our recordable injury rate by over [removed: 75%] [added: 80%] since 2008, has been awarded [removed: 124] [added: 128] OSHA Star sites in the VPP, which is more than triple any other company in the U.S. and has received numerous safety, health and ergonomics awards from national and international groups.

We provide free annual biometric screening and health assessments at work or offsite, annual free flu [removed: shot clinics,] [added: shots,] a tobacco cessation program, weight management programs and an employee-partner assistance program, which offers advice on mental health, legal and financial issues.

In addition to competitive base salaries, the total rewards package (which may vary by position and country) includes, among other items, [added: commissions,] bonuses, long-term incentives, retirement savings plans, medical insurance, prescription drug benefits, dental insurance, vision insurance, accident and critical illness insurance, life and disability insurance, health savings accounts, flexible spending accounts and an employee-partner assistance program.

[removed: Our talent development programs strive to provide] employee-partners resources to achieve career goals and build management and leadership skills.

Financial Statements and Supplementary Data," in [Note 14](#id658325c7f3440f7b67a4b7891a69404_121) entitled Operating Segment Information of "Notes to Consolidated Financial Statements."

In fiscal 2024, compliance with the

Cintas intends to post any amendments or waivers to its Code of Conduct and Business Ethics on its website within four business days after approval.

Sustainability

Our talent development programs strive to provide

of additional processes, training, personnel, information technology and capital.

Environmental, Social and Governance

the system, which focuses on hazard prevention, training, management commitment and worker involvement.

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in [removed: "[Item] [added: "Item] 8.

Financial Statements and Supplementary [removed: Data](#ibae0ab0ee7704c548e9e246ffa2ea74b_52),"] [added: Data,"] in [Note [removed: 14](#ibae0ab0ee7704c548e9e246ffa2ea74b_1565)] [added: 15](#id658325c7f3440f7b67a4b7891a69404_124)] entitled Litigation and Other Contingencies of [removed: "[Notes] [added: "Notes] to Consolidated Financial [removed: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)."] [added: Statements."] We refer you to and incorporate by reference into this Item 3 that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

| [removed: ☒] [added: ☑] | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | |

| | | | For the fiscal year ended | | | May 31, [removed: 2023] [added: 2024] | | |

][added: Workday.jpg](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas-20240531_g1.jpg)]

[removed: | | | |] Yes [removed: | | | ☒ | | | | | |] [added: ☑] No [removed: | | | | | |] ☐ [removed: | | | | | |]

[removed: | | | |] Yes [removed: | | |] ☐ [removed: | | | | | |] No [removed: | | | | | | ☒ | | | | | |][added: ☑]

| Large Accelerated Filer | | | [removed: ☒] [added: ☑] | | | Accelerated Filer | | | ☐ | | | Non-Accelerated Filer | | | ☐ | | | | | |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2022,] [added: 2023,] was [removed: $46,917,324,557] [added: $56,070,561,360] based on a closing sale price of [removed: $461.78] [added: $553.25] per share.

As of June 30, [removed: 2023, 192,220,477] [added: 2024, 193,308,232] shares of the Registrant's Common Stock were issued and [removed: 101,741,564] [added: 100,768,931] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference in [Part [removed: III](#ibae0ab0ee7704c548e9e246ffa2ea74b_136)] [added: III](#id658325c7f3440f7b67a4b7891a69404_139)] of this Form 10-K.

| [Item [removed: 1.](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] [added: 1.](#id658325c7f3440f7b67a4b7891a69404_13)] | | | [removed: [Business](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] [added: [Business](#id658325c7f3440f7b67a4b7891a69404_13)] | | | [removed: [3](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] [added: [3](#id658325c7f3440f7b67a4b7891a69404_13)] | | |

| [Item [removed: 1A.](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] [added: 1A.](#id658325c7f3440f7b67a4b7891a69404_16)] | | | [Risk [removed: Factors](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] [added: Factors](#id658325c7f3440f7b67a4b7891a69404_16)] | | | [removed: [7](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] [added: [7](#id658325c7f3440f7b67a4b7891a69404_16)] | | |

| [Item [removed: 1B.](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] [added: 1B.](#id658325c7f3440f7b67a4b7891a69404_19)] | | | [Unresolved Staff [removed: Comments](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] [added: Comments](#id658325c7f3440f7b67a4b7891a69404_19)] | | | [removed: [12](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] [added: [13](#id658325c7f3440f7b67a4b7891a69404_19)] | | |

| [Item [removed: 2.](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] [added: 2.](#id658325c7f3440f7b67a4b7891a69404_22)] | | | [removed: [Properties](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] [added: [Properties](#id658325c7f3440f7b67a4b7891a69404_22)] | | | [removed: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] [added: [15](#id658325c7f3440f7b67a4b7891a69404_22)] | | |

| [Item [removed: 3.](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] [added: 3.](#id658325c7f3440f7b67a4b7891a69404_25)] | | | [Legal [removed: Proceedings](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] [added: Proceedings](#id658325c7f3440f7b67a4b7891a69404_25)] | | | [removed: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] [added: [16](#id658325c7f3440f7b67a4b7891a69404_25)] | | |

| [Item [removed: 4.](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] [added: 4.](#id658325c7f3440f7b67a4b7891a69404_28)] | | | [Mine Safety [removed: Disclosures](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] [added: Disclosures](#id658325c7f3440f7b67a4b7891a69404_28)] | | | [removed: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] [added: [16](#id658325c7f3440f7b67a4b7891a69404_28)] | | |

| [Item [removed: 5.](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] [added: 5.](#id658325c7f3440f7b67a4b7891a69404_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] [added: Securities](#id658325c7f3440f7b67a4b7891a69404_34)] | | | [removed: [14](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] [added: [17](#id658325c7f3440f7b67a4b7891a69404_34)] | | |

| [Item [removed: 6.](#ibae0ab0ee7704c548e9e246ffa2ea74b_37)] [added: 6.](#id658325c7f3440f7b67a4b7891a69404_37)] | | | [removed: [\[Reserved\]](#ibae0ab0ee7704c548e9e246ffa2ea74b_37)] [added: [\[Reserved\]](#id658325c7f3440f7b67a4b7891a69404_37)] | | | [removed: [15](#ibae0ab0ee7704c548e9e246ffa2ea74b_37)] [added: [18](#id658325c7f3440f7b67a4b7891a69404_37)] | | |

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| [Item [removed: 7A.](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] [added: 7A.](#id658325c7f3440f7b67a4b7891a69404_49)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] [added: Risk](#id658325c7f3440f7b67a4b7891a69404_49)] | | | [removed: [26](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] [added: [29](#id658325c7f3440f7b67a4b7891a69404_49)] | | |

| [Item [removed: 8.](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] [added: 8.](#id658325c7f3440f7b67a4b7891a69404_52)] | | | [Financial Statements and Supplementary [removed: Data](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] [added: Data](#id658325c7f3440f7b67a4b7891a69404_52)] | | | [removed: [27](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] [added: [30](#id658325c7f3440f7b67a4b7891a69404_52)] | | |

| [Item [removed: 9.](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] [added: 9.](#id658325c7f3440f7b67a4b7891a69404_127)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] [added: Disclosure](#id658325c7f3440f7b67a4b7891a69404_127)] | | | [removed: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] [added: [66](#id658325c7f3440f7b67a4b7891a69404_127)] | | |

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| [Item [removed: 9C.](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] [added: 9C.](#id658325c7f3440f7b67a4b7891a69404_136)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] [added: Inspections](#id658325c7f3440f7b67a4b7891a69404_136)] | | | [removed: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] [added: [66](#id658325c7f3440f7b67a4b7891a69404_136)] | | |

| [Item [removed: 10.](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] [added: 10.](#id658325c7f3440f7b67a4b7891a69404_142)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] [added: Governance](#id658325c7f3440f7b67a4b7891a69404_142)] | | | [removed: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] [added: [67](#id658325c7f3440f7b67a4b7891a69404_142)] | | |

| [Item [removed: 11.](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] [added: 11.](#id658325c7f3440f7b67a4b7891a69404_145)] | | | [Executive [removed: Compensation](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] [added: Compensation](#id658325c7f3440f7b67a4b7891a69404_145)] | | | [removed: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] [added: [67](#id658325c7f3440f7b67a4b7891a69404_145)] | | |

| [Item [removed: 12.](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] [added: 12.](#id658325c7f3440f7b67a4b7891a69404_148)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] [added: Matters](#id658325c7f3440f7b67a4b7891a69404_148)] | | | [removed: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] [added: [67](#id658325c7f3440f7b67a4b7891a69404_148)] | | |

| [Item [removed: 13.](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] [added: 13.](#id658325c7f3440f7b67a4b7891a69404_151)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] [added: Independence](#id658325c7f3440f7b67a4b7891a69404_151)] | | | [removed: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] [added: [67](#id658325c7f3440f7b67a4b7891a69404_151)] | | |

| [Item [removed: 14.](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] [added: 14.](#id658325c7f3440f7b67a4b7891a69404_154)] | | | [Principal Accountant Fees and [removed: Services](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] [added: Services](#id658325c7f3440f7b67a4b7891a69404_154)] | | | [removed: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] [added: [67](#id658325c7f3440f7b67a4b7891a69404_154)] | | |

| [Item [removed: 15.](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] [added: 15.](#id658325c7f3440f7b67a4b7891a69404_160)] | | | [Exhibits and Financial Statement [removed: Schedules](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] [added: Schedules](#id658325c7f3440f7b67a4b7891a69404_160)] | | | [removed: [64](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] [added: [68](#id658325c7f3440f7b67a4b7891a69404_160)] | | |

| [Item [removed: 16.](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] [added: 16.](#id658325c7f3440f7b67a4b7891a69404_154)] | | | [Form 10-K [removed: Summary](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] [added: Summary](#id658325c7f3440f7b67a4b7891a69404_160)] | | | [removed: [66](#ibae0ab0ee7704c548e9e246ffa2ea74b_160)] [added: [70](#id658325c7f3440f7b67a4b7891a69404_163)] | | |

Yes ☑ No ☐

Yes ☑ No ☐

Yes ☐ No ☑

| [Part I](#id658325c7f3440f7b67a4b7891a69404_10) | | | | | | | | |

| [Item 1C.](#id658325c7f3440f7b67a4b7891a69404_1578) | | | [Cybersecurity](#id658325c7f3440f7b67a4b7891a69404_1578) | | | [14](#id658325c7f3440f7b67a4b7891a69404_1578) | | |

| [Part II](#id658325c7f3440f7b67a4b7891a69404_31) | | | | | | | | |

| [Part III](#id658325c7f3440f7b67a4b7891a69404_139) | | | | | | | | |

| [Part IV](#id658325c7f3440f7b67a4b7891a69404_157) | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Part I](#ibae0ab0ee7704c548e9e246ffa2ea74b_10) | | | | | | | | |

| [Part II](#ibae0ab0ee7704c548e9e246ffa2ea74b_31) | | | | | | | | |

| [Part III](#ibae0ab0ee7704c548e9e246ffa2ea74b_136) | | | | | | | | |

| [Part IV](#ibae0ab0ee7704c548e9e246ffa2ea74b_154) | | | | | | | | |

13

12

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the Board).

The Board, Audit Committee and senior management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.

Our cybersecurity risk management program is incorporated into our enterprise risk management program and leverages industry standards and best practices, such as the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.

We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.

We have a set of Company-wide policies and procedures concerning cybersecurity matters, which include numerous written information technology (IT) security policies, standards, procedures and guidelines as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information and the use of the internet, social media, email and wireless devices.

These policies go through an internal review process and are approved by appropriate members of management.

The Company’s Chief Information Security Officer (CISO) is responsible for developing and implementing and managing our cybersecurity security program and reporting on cybersecurity matters to the Audit Committee and the Board.

Our CISO has over fifteen years of IT and cybersecurity leadership experience and has various industry related degrees and certifications, including a master’s in information technology and the Certified Information Systems Security Professional (CISSP) and Certified in Risk and Information Systems Control (CRISC) certifications.

The Board has ultimate oversight of cybersecurity risk, which it manages as part of our enterprise risk management program.

That program is utilized in making decisions with respect to Company priorities, resource allocations and oversight structures.

The Board is assisted by the Audit Committee, which regularly reviews our cybersecurity program with the CISO and other members of management and reports back to the Board.

The Audit Committee receives reports from the CISO on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape.

Cybersecurity reviews by the Audit Committee or the Board occur quarterly, or more frequently as determined to be necessary or advisable.

We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at technical and executive levels and incorporate external resources and advisors, as needed.

In an effort to detect and defend against cyber threats, the Company provides its employee-partners with various cybersecurity and data protection training programs and requires annual security awareness training participation.

These programs cover timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use and mobile security, and these programs educate employee-partners on the importance of reporting all incidents promptly to the IT Security team.

We also require employee-partners in certain roles to complete additional role-based, specialized cybersecurity trainings.

We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.

At the management level, our IT security team regularly monitors, alerts and meets to discuss threat levels, trends and remediation.

The team also prepares a monthly cyber scorecard which covers cyber operational controls along with internal and external threats.

Annual risk and cyber maturity assessments are conducted by independent third parties.

Further, we conduct periodic external penetration tests and response testing to assess our processes and procedures against the evolving threat landscape.

These tests and assessments are useful tools for maintaining a robust cybersecurity program that is designed to protect our investors, customers, employees, vendors and intellectual property.

In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers.

We seek to engage reliable, reputable service providers that maintain cybersecurity programs.

Depending on the nature of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider, our vendor management process may include reviewing the cybersecurity practices of such provider, conducting security assessments and conducting periodic reassessments during their engagement.

Our IT security team conducts an annual review of third parties with a specific focus on any sensitive data shared with third parties.

System and Organization Controls (SOC) reports are reviewed along with complementary user entity controls.

If a third-party vendor is not able to provide a SOC 2

14

report, we take additional steps to assess their cybersecurity preparedness.

Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity risk management framework.

We maintain an Incident Response Plan that includes processes and procedures for reviewing and responding to cybersecurity incidents.

We periodically test our readiness to respond to a cybersecurity incident through various scenario-based drills.

The Incident Response Plan includes processes for escalation to the CISO, the Executive Leadership Team, including the CEO and General Counsel, Audit Committee and the Board.

Our Incident Disclosure Committee has defined processes to determine whether a cybersecurity incident is material and may require disclosure in SEC filings.

We face a number of cybersecurity risks in connection with our business.

We are regularly the target of attempted cyber intrusions, and we anticipate continuing to be subject to such attempts.

Although such risks and attacks have not materially affected us, including our business strategy, consolidated results of operations or consolidated financial condition, to date, our security programs and measures may not prevent all intrusions, including malware and computer virus attacks.

For more information about the cybersecurity risks we face, see the information technology systems related risk factor in [Item 1A: Risk Factors - Risks Relating to Business Strategy and Operations](#id658325c7f3440f7b67a4b7891a69404_16).

Cintas occupies [removed: 473] [added: 479] facilities located in [removed: 338] [added: 344] cities.

Cintas leases [removed: 245] [added: 248] of these facilities for various terms ranging from monthly to the year 2034.

The principal executive office in Cincinnati, Ohio, provides centrally located administrative functions including accounting, finance, [removed: marketing and computer system development] [added: IT] and [removed: support.][added: marketing.]

Cintas owns or leases approximately [removed: 20,900] [added: 21,900] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Processing Plants | | | [removed: 205] [added: 208] | | |

| Rental Branches | | | [removed: 135] [added: 139] | | |

| All Other Facilities | | | [removed: 53] [added: 52] | | |

| Total | | | 479 | | |

15

| Total | | | 473 | | |

16

13

Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." At May 31, [removed: 2023,] [added: 2024,] there were approximately 1,300 shareholders of record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 400,000] [added: 700,000] beneficial owners.

| Declaration Date (In millions except per share data) | | | [added: | | |] Record Date | | | | | | Payment Date | | | | | | Dividend Per Share | | | | | | Amount | | |

| July 26, 2022 | | | [added: | | |] August 15, 2022 | | | | | | September 15, 2022 | | | | | | $ | 1.15 | | | | | $ | 117.3 | |

| October 25, 2022 | | | [added: | | |] November 15, 2022 | | | | | | December 15, 2022 | | | | | | 1.15 | | | | | | 117.4 | | |

| January 10, 2023 | | | [added: | | |] February 15, 2023 | | | | | | March 15, 2023 | | | | | | 1.15 | | | | | | 117.5 | | |

| April 11, 2023 (1) | | | [added: | | |] May 15, 2023 | | | | | | June 15, 2023 | | | | | | 1.15 | | | | | | 117.6 | | |

| Total | | | | | | | | | | | | | | | [added: | | |] $ | 4.60 | | | | | $ | 469.8 | |

(1) The dividends declared on April [removed: 11, 2023] [added: 9, 2024] and April [removed: 12, 2022] [added: 11, 2023,] were included in current accrued liabilities on the consolidated balance sheets at May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Therefore, the peer group used in the performance graph combines publicly traded companies in the business services industry that have similar characteristics as Cintas for each fiscal year, such as [removed: route based] [added: route-based] delivery of products and services.

The companies in the peer group are not [added: necessarily] the same as those considered by the Compensation Committee of the Board of Directors.

[removed: ![Five-Year Cumulative Total] [added: ![Total] Return [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas-20230531_g2.jpg)][added: Graph 2024.jpg](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas-20240531_g2.jpg)]

[removed: (1)] On July [removed: 27, 2021,] [added: 26, 2022,] Cintas announced that the Board [removed: of Directors] authorized a [removed: $1.5] [added: new $1.0] billion share buyback program, which does not have an expiration date.

From the inception of the July 27, 2021 share buyback program through May [removed: 31, 2023,] [added: 2024,] Cintas [removed: has] purchased a total of [removed: 2.7] [added: 3.6] million shares of Cintas common stock at an average price of [removed: $385.80] [added: $421.77] per share for a total purchase price of [removed: $1,041.7 million.][added: $1.5 billion.]

(2) During March [removed: 2023,] [added: 2024,] Cintas acquired [removed: 23,794] [added: 15,215] shares of Cintas common stock in satisfaction of [removed: employee] [added: employee-partner] payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $458.03] [added: $660.27] per share for a total purchase price of [removed: $10.9] [added: $10.0] million.

(3) During April [removed: 2023,] [added: 2024,] Cintas acquired [removed: 12,400] [added: 9,375] shares of Cintas common stock in satisfaction of [removed: employee] [added: employee-partner] payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $457.50] [added: $676.21] per share for a total purchase price of [removed: $5.7] [added: $6.3] million.

(4) During May [removed: 2023,] [added: 2024,] Cintas acquired [removed: 18,173] [added: 29,584] shares of Cintas common stock in satisfaction of [removed: employee] [added: employee-partner] payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $468.94] [added: $688.62] per share for a total purchase price of [removed: $8.5] [added: $20.4] million.

On May 2, 2024, the Company announced a 4-for-1 split of its common stock.

Shareholders of record, as of September 4, 2024, will receive three additional shares for each share held, which will be distributed after market close on September 11, 2024.

The Company's shares are expected to begin trading on a post-split basis at the market open on September 12, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| July 25, 2023 | | | | | | August 15, 2023 | | | | | | September 15, 2023 | | | | | | $ | 1.35 | | | | | $ | 138.2 | |

| October 24, 2023 | | | | | | November 15, 2023 | | | | | | December 15, 2023 | | | | | | 1.35 | | | | | | 137.5 | | |

| January 16, 2024 | | | | | | February 15, 2024 | | | | | | March 15, 2024 | | | | | | 1.35 | | | | | | 137.6 | | |

| April 9, 2024 (1) | | | | | | May 15, 2024 | | | | | | June 14, 2024 | | | | | | 1.35 | | | | | | 137.6 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 5.40 | | | | | $ | 550.9 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

17

| March 1 - 31, 2024 (2) | | | 15,215 | | | | | | $ | 660.27 | | | | | — | | | | | | $ | 1,138.0 | |

| April 1 - 30, 2024 (3) | | | 9,375 | | | | | | $ | 676.21 | | | | | — | | | | | | $ | 1,138.0 | |

| May 1 - 31, 2024 (4) | | | 312,396 | | | | | | $ | 689.81 | | | | | 282,812 | | | | | | $ | 942.9 | |

| Total | | | 336,986 | | | | | | $ | 688.10 | | | | | 282,812 | | | | | | $ | 942.9 | |

(1) On July 27, 2021, we announced that the Board authorized a $1.5 billion share buyback program, which was completed during the fourth quarter of fiscal 2024.

From the inception of the July 26, 2022 share buyback program through May 31, 2024, Cintas has purchased a total of less than 0.1 million shares of Cintas common stock at an average price of $673.78 per share for a total purchase price of $57.1 million.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal Year 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal Year 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| July 27, 2021 | | | August 13, 2021 | | | | | | September 15, 2021 | | | | | | $ | 0.95 | | | | | $ | 98.8 | |

| October 26, 2021 | | | November 15, 2021 | | | | | | December 15, 2021 | | | | | | 0.95 | | | | | | 99.1 | | |

| January 12, 2022 | | | February 15, 2022 | | | | | | March 15, 2022 | | | | | | 0.95 | | | | | | 98.2 | | |

| April 12, 2022 (1) | | | May 16, 2022 | | | | | | June 15, 2022 | | | | | | 0.95 | | | | | | 97.5 | | |

| Total | | | | | | | | | | | | | | | $ | 3.80 | | | | | $ | 393.6 | |

14

| March 1 - 31, 2023 (2) | | | 23,794 | | | | | | $ | 458.03 | | | | | — | | | | | | $ | 1,461.2 | |

| April 1 - 30, 2023 (3) | | | 12,400 | | | | | | $ | 457.50 | | | | | — | | | | | | $ | 1,461.2 | |

| May 1 - 31, 2023 (4) | | | 24,380 | | | | | | $ | 466.63 | | | | | 6,207 | | | | | | $ | 1,458.3 | |

| Total | | | 60,574 | | | | | | $ | 461.38 | | | | | 6,207 | | | | | | $ | 1,458.3 | |

On July 26, 2022, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date.

There were no share buybacks under the July 26, 2022 share buyback program through May 31, 2023.

18

15

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| [Management's Report on Internal Control over Financial [removed: Reporting](#ibae0ab0ee7704c548e9e246ffa2ea74b_55)] [added: Reporting](#id658325c7f3440f7b67a4b7891a69404_55)] | | | [removed: [28](#ibae0ab0ee7704c548e9e246ffa2ea74b_55)] [added: [31](#id658325c7f3440f7b67a4b7891a69404_55)] | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ibae0ab0ee7704c548e9e246ffa2ea74b_58) 42[)](#ibae0ab0ee7704c548e9e246ffa2ea74b_58)] [added: ID](#id658325c7f3440f7b67a4b7891a69404_58) 42[)](#id658325c7f3440f7b67a4b7891a69404_58)] | | | [removed: [29](#ibae0ab0ee7704c548e9e246ffa2ea74b_58)] [added: [32](#id658325c7f3440f7b67a4b7891a69404_58)] | | |

| [Consolidated Statements of [removed: Income](#ibae0ab0ee7704c548e9e246ffa2ea74b_61)] [added: Income](#id658325c7f3440f7b67a4b7891a69404_61)] | | | [removed: [32](#ibae0ab0ee7704c548e9e246ffa2ea74b_61)] [added: [35](#id658325c7f3440f7b67a4b7891a69404_61)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibae0ab0ee7704c548e9e246ffa2ea74b_64)] [added: Income](#id658325c7f3440f7b67a4b7891a69404_64)] | | | [removed: [33](#ibae0ab0ee7704c548e9e246ffa2ea74b_64)] [added: [36](#id658325c7f3440f7b67a4b7891a69404_64)] | | |

| [Consolidated Balance [removed: Sheets](#ibae0ab0ee7704c548e9e246ffa2ea74b_67)] [added: Sheets](#id658325c7f3440f7b67a4b7891a69404_67)] | | | [removed: [34](#ibae0ab0ee7704c548e9e246ffa2ea74b_67)] [added: [37](#id658325c7f3440f7b67a4b7891a69404_67)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ibae0ab0ee7704c548e9e246ffa2ea74b_70)] [added: Equity](#id658325c7f3440f7b67a4b7891a69404_70)] | | | [removed: [35](#ibae0ab0ee7704c548e9e246ffa2ea74b_70)] [added: [38](#id658325c7f3440f7b67a4b7891a69404_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ibae0ab0ee7704c548e9e246ffa2ea74b_73)] [added: Flows](#id658325c7f3440f7b67a4b7891a69404_73)] | | | [removed: [36](#ibae0ab0ee7704c548e9e246ffa2ea74b_73)] [added: [39](#id658325c7f3440f7b67a4b7891a69404_73)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)] [added: Statements](#id658325c7f3440f7b67a4b7891a69404_76)] | | | [removed: [37](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)] [added: [40](#id658325c7f3440f7b67a4b7891a69404_76)] | | |

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of [added: consolidated] financial statements for external purposes in accordance with [removed: accounting principles] [added: U.S.] generally accepted [removed: in the United States.][added: accounting principles.]

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of [added: consolidated] financial statements in accordance with [added: U.S.] generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the [added: consolidated] financial statements.

Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to [added: consolidated] financial statement preparation.

With the supervision of our President and Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2023.][added: 2024.]

Management based its assessment on criteria established in *Internal [removed: Control — Integrated] [added: Control—Integrated] Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2023,] [added: 2024,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with [removed: accounting principles] [added: U.S.] generally accepted [removed: in the United States.][added: accounting principles.]

We have audited the accompanying consolidated balance sheets of Cintas Corporation (the Company) as of May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended May 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively, referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 27, 2023,] [added: 25, 2024,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At May 31, [removed: 2023,] [added: 2024,] the Company's insurance reserve was [removed: $182.0] [added: $176.8] million. As described in [Note [removed: 1](#ibae0ab0ee7704c548e9e246ffa2ea74b_79)] [added: 1](#id658325c7f3440f7b67a4b7891a69404_79)] to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted (incurred but not reported) claims primarily related to workers' compensation, auto liability and other general liability exposure. The unasserted (incurred but not reported) insurance reserve is estimated through actuarial procedures using industry assumptions, adjusted for Company specific expectations based on claims history. Auditing the Company's estimate of the unasserted (incurred but not reported) insurance reserve is judgmental and complex due to the significant estimation uncertainty of the potential value of unasserted claims, which are developed with the assistance of a third-party actuarial specialist. | | |

We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control — Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Cintas Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended May 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated July [removed: 27, 2023,] [added: 25, 2024,] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: “Management's] [added: Management's] Report on Internal Control over Financial [removed: Reporting”.][added: Reporting.]

| (In thousands except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Uniform rental and facility services | | | $ | [removed: 6,897,130] [added: 7,465,199] | | | | | $ | [removed: 6,226,980] [added: 6,897,130] | | | | | $ | [removed: 5,689,632] [added: 6,226,980] | |

| Other | | | [removed: 1,918,639] [added: 2,131,416] | | | | | | [removed: 1,627,479] [added: 1,918,639] | | | | | | [removed: 1,426,708] [added: 1,627,479] | | |

| Total revenue | | | [removed: 8,815,769] [added: 9,596,615] | | | | | | [removed: 7,854,459] [added: 8,815,769] | | | | | | [removed: 7,116,340] [added: 7,854,459] | | |

| Cost of uniform rental and facility services | | | [removed: 3,632,175] [added: 3,865,071] | | | | | | [removed: 3,316,433] [added: 3,632,175] | | | | | | [removed: 2,983,514] [added: 3,316,433] | | |

| Cost of other | | | [removed: 1,010,226] [added: 1,045,128] | | | | | | [removed: 905,780] [added: 1,010,226] | | | | | | [removed: 818,175] [added: 905,780] | | |

| Selling and administrative expenses | | | [removed: 2,370,704] [added: 2,617,783] | | | | | | [removed: 2,044,876] [added: 2,370,704] | | | | | | [removed: 1,929,159] [added: 2,044,876] | | |

| Operating income | | | [removed: 1,802,664] [added: 2,068,633] | | | | | | [removed: 1,587,370] [added: 1,802,664] | | | | | | [removed: 1,385,492] [added: 1,587,370] | | |

| Interest income | | | [removed: (1,716)] [added: (5,742)] | | | | | | [removed: (242)] [added: (1,716)] | | | | | | [removed: (467)] [added: (242)] | | |

| Interest expense | | | [removed: 111,232] [added: 100,740] | | | | | | [removed: 88,844] [added: 111,232] | | | | | | [removed: 98,210] [added: 88,844] | | |

| Income before income taxes | | | [removed: 1,693,148] [added: 1,973,635] | | | | | | [removed: 1,498,768] [added: 1,693,148] | | | | | | [removed: 1,287,749] [added: 1,498,768] | | |

| Income taxes | | | [removed: 345,138] [added: 402,043] | | | | | | [removed: 263,011] [added: 345,138] | | | | | | [removed: 176,781] [added: 263,011] | | |

| Net income | | | $ | [removed: 1,348,010] [added: 1,571,592] | | | | | $ | [removed: 1,235,757] [added: 1,348,010] | | | | | $ | [removed: 1,110,968] [added: 1,235,757] | |

| Basic earnings per share | | | $ | [removed: 13.21] [added: 15.40] | | | | | $ | [removed: 11.92] [added: 13.21] | | | | | $ | [removed: 10.52] [added: 11.92] | |

| Diluted earnings per share | | | $ | [removed: 12.99] [added: 15.15] | | | | | $ | [removed: 11.65] [added: 12.99] | | | | | $ | [removed: 10.24] [added: 11.65] | |

| Dividends declared and paid per share | | | $ | [removed: 4.60] [added: 5.40] | | | | | $ | [removed: 3.80] [added: 4.60] | | | | | $ | [removed: 5.01] [added: 3.80] | |

| (In thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

July 25, 2024

July 25, 2024

| Net income | | | $ | 1,571,592 | | | | | $ | 1,348,010 | | | | | $ | 1,235,757 | |

| (In thousands except share data) | | | 2024 | | | | | | 2023 | | |

| | | | $ | 9,168,817 | | | | | $ | 8,546,356 | |

| | | | $ | 9,168,817 | | | | | $ | 8,546,356 | |

| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,571,592 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,571,592 | | |

| Dividends | | | — | | | | | | — | | | | | | | | | | | | (550,952) | | | | | | — | | | | | | — | | | | | | — | | | | | | (550,952) | | |

| Stock options exercised | | | 913 | | | | | | 156,773 | | | | | | | | | | | | — | | | | | | — | | | | | | (283) | | | | | | (155,403) | | | | | | 1,370 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,272) | | | | | | (700,033) | | | | | | (700,033) | | |

| Balance at May 31, 2024 | | | 193,274 | | | | | | $ | 2,305,301 | | | | | | | | | | | $ | 10,617,955 | | | | | $ | 91,201 | | | | | (92,022) | | | | | | $ | (8,698,085) | | | | | $ | 4,316,372 | |

| Net income | | | $ | 1,571,592 | | | | | $ | 1,348,010 | | | | | $ | 1,235,757 | |

reversal.

| | | | $ | 410,201 | | | | | $ | 506,604 | |

Capitalized contract costs. The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract.

| (In thousands) | | | 2024 | | | | | | 2023 | | |

| Insurance reserve | | | 176,758 | | | | | | $ | 155,046 | |

| Estimated legal reserves | | | 45,000 | | | | | | 27,000 | | |

| | | | $ | 761,283 | | | | | $ | 632,504 | |

The Company's funding policy provides for contributions of an

New accounting pronouncements. In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), *Improvements to Reportable Segment Disclosures* (ASU 2023-07).

ASU 2023-07 requires additional disclosures pertaining to significant expenses and other items of an entity’s reportable operating segments.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (fiscal 2025).

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), *Improvements to Income Tax Disclosures* (ASU 2023-09), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 (fiscal 2026).

The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements.

Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense.

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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Financial instruments classified as Level 1 are based on quoted market prices in active markets.

See [Note 9](#id658325c7f3440f7b67a4b7891a69404_1584) entitled Acquisitions.

| (In thousands) | | | 2024 | | | | | | 2023 | | |

27

28

29

July 27, 2023

| | | | | | | | | | | | |

| | | | $ | 8,546,356 | | | | | $ | 8,147,256 | |

| Balance at June 1, 2020 | | | 186,793 | | | | | | $ | 1,274,210 | | | | | | | | | | | $ | 7,296,509 | | | | | $ | (153,380) | | | | | (83,378) | | | | | | $ | (5,182,137) | | | | | $ | 3,235,202 | |

| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,110,968 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,110,968 | | |

| Dividends | | | — | | | | | | — | | | | | | | | | | | | (530,462) | | | | | | — | | | | | | — | | | | | | — | | | | | | (530,462) | | |

| Stock options exercised | | | 1,668 | | | | | | 129,957 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 129,957 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,632) | | | | | | (554,121) | | | | | | (554,121) | | |

| Long-lived asset impairment | | | — | | | | | | — | | | | | | 5,114 | | |

| Income taxes, current | | | 34,248 | | | | | | (2,691) | | | | | | (49,150) | | |

Revenue recognition. Rental revenue, which is recorded in the Uniform Rental and Facility Services reportable operating segment, is recognized when services are performed or the performance obligation under the terms of a contract with a customer are satisfied.

Other revenue, which is recorded in the First Aid and Safety Services reportable operating segment and All Other, is recognized when either services are performed or the performance obligation under the terms of a contract with a customer are satisfied.

Revenue is measured as the amount of consideration we expect to receive in exchange for the performance of the service or transfer of the inventory.

The amount provided as the account ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the First Aid and Safety Services reportable operating segment and All Other because of differences in customers served and the nature of each business.

| | | | $ | 506,604 | | | | | $ | 472,150 | |

The judgment applied to record the obsolete inventory reserve as of May 31, 2023 and 2022, beyond our historical policy was deemed to be reasonable and supportable based on the data available as of the consolidated balance sheet dates.

Based on its regular evaluation and the evolving impact of the COVID-19 pandemic, Cintas recognized a long-lived asset impairment loss of $5.1 million in the Uniform Direct Sale operating segment during the year ended May 31, 2021.

The long-lived asset impairment in fiscal 2021 was based on the excess of the carrying amount of asset over their respective fair values and were recorded within selling and administrative expenses on the consolidated statements of income.

The undiscounted cash flows were estimated, using Level 2 inputs based on both the cost and market approaches, at the lowest discernible level of cash flows, which is at the location level.

(discounted cash flow analysis).

| Insurance reserve | | | 182,046 | | | | | | $ | 163,958 | |

| | | | $ | 632,504 | | | | | $ | 588,948 | |

and mortality rates.

Revenue Recognition Policy

We are exposed to credit losses primarily through our trade receivables.

We determine the allowance for credit losses using both an estimate, based on historical rates of collections, and reserves for specific accounts identified as uncollectible.

The portion of the allowance for credit losses that is an estimate based on Cintas' historical rates of collections is recorded for overdue amounts, beginning with a nominal percentage when the account is current and increasing substantially as the account ages.

We update our allowance for credit losses quarterly, considering recent write-offs and collections information and underlying economic expectations.

the asset would have been one year or less.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of May 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | As of May 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 90,471 | | | | | $ | — | | | | | $ | — | | | | | $ | 90,471 | |

| Interest rate lock agreements | | | — | | | | | | 56,877 | | | | | | — | | | | | | 56,877 | | |

| Total assets at fair value | | | $ | 90,471 | | | | | $ | 56,877 | | | | | $ | — | | | | | $ | 147,348 | |

| | | | 3,758,745 | | | | | | 3,535,592 | | |

With the participation of Cintas' management, including Cintas' President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of May 31, [removed: 2023.][added: 2024.]

Based on such evaluation, Cintas' management, including Cintas' President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas' disclosure controls and procedures were effective as of May 31, [removed: 2023,] [added: 2024,] in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas' management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting and the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm thereon are set forth in [Part II, Item [removed: 8](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] [added: 8](#id658325c7f3440f7b67a4b7891a69404_52)] of this Annual Report on Form 10-K and are incorporated by reference herein.

There were no changes in Cintas' internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

None of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.

None.

66

62

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2023] [added: 2024] annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the Proxy Statement).

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2023.][added: 2024.]

(1) Excludes [removed: 686,630] [added: 653,026] unvested restricted stock units.

| Equity compensation plans approved by shareholders | | | 3,812,258 | | | | | | $ | 342.91 | | | | | 4,982,123 | | |

| Total | | | 3,812,258 | | | | | | $ | 342.91 | | | | | 4,982,123 | | |

| Equity compensation plans approved by shareholders | | | 4,427,752 | | | | | | $ | 278.01 | | | | | 5,412,885 | | |

| Total | | | 4,427,752 | | | | | | $ | 278.01 | | | | | 5,412,885 | | |

67

63

| | | | | | | For each of the three years in the period ended May 31, [removed: 2023.] [added: 2024.] | | |

| | | | | | | [Schedule II: Valuation and Qualifying Accounts and [removed: Reserves.](#ibae0ab0ee7704c548e9e246ffa2ea74b_166)] [added: Reserves.](#id658325c7f3440f7b67a4b7891a69404_169)] | | |

| | | | | | | All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the [Consolidated Financial [removed: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] [added: Statements](#id658325c7f3440f7b67a4b7891a69404_52)] or [removed: [Notes](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)] [added: [Notes](#id658325c7f3440f7b67a4b7891a69404_76)] thereto. | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm) | | | | | | [Restated Articles of Incorporation, as amended (Incorporated by reference to [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm) [3.1] [added: Exhibit 3.1] to Cintas' Quarterly Report on Form 10-Q for [removed: the](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm) [quarter] [added: the quarter] ended November 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/723254/000072325418000018/ex31cintascorpamendedandre.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/723254/000072325424000024/exhibit31-amendedandrestat.htm)] | | | | | | [Amended and Restated By-laws (Incorporated by reference to Exhibit 3.1 to Cintas' Current Report on Form 8-K filed on [removed: August 3, 2018).](http://www.sec.gov/Archives/edgar/data/723254/000072325418000018/ex31cintascorpamendedandre.htm)] [added: April 11, 2024).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000024/exhibit31-amendedandrestat.htm)] | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/723254/000091205702033406/a2087131zex-4_1.htm) | | | | | | [Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/723254/000091205702033406/a2087131zex-4_1.htm)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/723254/000091205702033406/a2087131zex-4_1.htm)] | | |

| [4.2](http://www.sec.gov/Archives/edgar/data/723254/000095015206007116/l22005aexv4w3.htm) | | | | | | [Form of 6.15% Senior Note due 2036 (Incorporated by reference to Exhibit 4.3 to Cintas' Current Report on Form 8-K filed on August 21, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/723254/000095015206007116/l22005aexv4w3.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/723254/000095015206007116/l22005aexv4w3.htm)] | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm) | | | | | | [Form of 3.700% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.2 to Cintas' Current Report on Form 8-K filed on March 14, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] | | |

| [4.6](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm) | | | | | | [Description of Securities (Incorporated by reference to Exhibit 4.8 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)] | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm) | | | | | | [Third Amended and Restated Credit Agreement, dated as of March 23, 2022, among Cintas Corp No. 2, the Lenders party thereto and KeyBank National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed on March 23, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/723254/000119312517090883/d318644dex41.htm) | | | | | | [Amended and Restated Note Purchase Agreement, dated as of March 21, 2017, among G&K Services, Inc. and the Note holders (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K filed on March 21, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000119312517090883/d318644dex41.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/723254/000119312517090883/d318644dex41.htm)] | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) | | | * | | | [First Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.2 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, [removed: 1994).](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt)] [added: 1994).](https://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt)] | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) | | | * | | | [Second Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.3 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, [removed: 1994).](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt)] [added: 1994).](https://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt)] | | |

| [10.6](http://www.sec.gov/Archives/edgar/data/723254/000089225101000001/0000892251-01-000001-0002.htm) | | | * | | | [Directors' Deferred Compensation Plan (Incorporated by reference to Exhibit 10.12 to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, [removed: 2000).](http://www.sec.gov/Archives/edgar/data/723254/000089225101000001/0000892251-01-000001-0002.htm)] [added: 2000).](https://www.sec.gov/Archives/edgar/data/723254/000089225101000001/0000892251-01-000001-0002.htm)] | | |

| [10.7](http://www.sec.gov/Archives/edgar/data/723254/000089225105000327/ex10022805.htm) | | | * | | | [Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Exhibit 10 to Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000089225105000327/ex10022805.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/723254/000089225105000327/ex10022805.htm)] | | |

| [10.8](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d18.htm) | | | * | | | [President and CEO Executive Compensation Plan (Incorporated by reference to Exhibit 10.18 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d18.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d18.htm)] | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d19.htm) | | | * | | | [2006 Executive Incentive Plan (Incorporated by reference to Exhibit 10.19 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d19.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d19.htm)] | | |

| [10.10](http://www.sec.gov/Archives/edgar/data/723254/000104746905022345/a2162451zdef14a.htm) | | | * | | | [2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000104746905022345/a2162451zdef14a.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/723254/000104746905022345/a2162451zdef14a.htm)] | | |

| [10.11](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d21.htm) | | | * | | | [Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Exhibit 10.21 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d21.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d21.htm)] | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d22.htm) | | | * | | | [2007 Executive Incentive Plan (Incorporated by reference to Exhibit 10.22 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d22.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d22.htm)] | | |

| [10.13](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_17.htm) | | | * | | | [Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.17 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_17.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_17.htm)] | | |

| [10.14](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_18.htm) | | | * | | | [Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.18 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_18.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_18.htm)] | | |

| [10.15](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d1.htm) | | | * | | | [Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed on July 27, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d1.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d1.htm)] | | |

| [10.16](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d2.htm) | | | * | | | [Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.2 to Cintas' Current Report on Form 8-K filed on July 27, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d2.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d2.htm)] | | |

| [10.17](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-4.htm) | | | * | | | [Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.4 to Cintas' Current Report on Form 8-K filed on October 23, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-4.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-4.htm)] | | |

| [10.18](http://www.sec.gov/Archives/edgar/data/723254/000072325414000035/ex10510-14.htm) | | | * | | | [Amendment No. 4 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K filed on October 22, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/723254/000072325414000035/ex10510-14.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/723254/000072325414000035/ex10510-14.htm)] | | |

| [10.19](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-5.htm) | | | * | | | [Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K filed on October 23, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-5.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-5.htm)] | | |

| [10.20](http://www.sec.gov/Archives/edgar/data/723254/000072325416000069/exhibit101.htm) | | | * | | | [Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed on October 20, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/723254/000072325416000069/exhibit101.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/723254/000072325416000069/exhibit101.htm)] | | |

| [10.21](http://www.sec.gov/Archives/edgar/data/723254/000072325418000002/amend1.htm) | | | * | | | [Amendment No. 1 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000072325418000002/amend1.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/723254/000072325418000002/amend1.htm)] | | |

| [10.22](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1012ndamendmenttoincenti.htm) | | | * | | | [Amendment No. 2 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Quarterly Report on Form 10-Q for the quarter ended August 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1012ndamendmenttoincenti.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1012ndamendmenttoincenti.htm)] | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm) | | | * | | | [Amendment No. 3 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm)[2](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm) [to] [added: 10.2 to] Cintas' Quarterly Report on Form 10-Q for the quarter ended August 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm)] | | |

| [14](http://www.sec.gov/Archives/edgar/data/723254/000110465904024519/a04-8825_1ex14d.htm) | | | | | | [Code of Ethics (Incorporated by reference to Exhibit 14 to Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/723254/000110465904024519/a04-8825_1ex14d.htm)] [added: 2004).](https://www.sec.gov/Archives/edgar/data/723254/000110465904024519/a04-8825_1ex14d.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a21-subsidiaries2023.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit21-subsidiaries2024.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a21-subsidiaries2023.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit21-subsidiaries2024.htm)] | | |

| [removed: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a22-subsidiaryguarantorsfy.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit22-subsidiaryguaran.htm)] | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a22-subsidiaryguarantorsfy.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit22-subsidiaryguaran.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a23-consentofey2023.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit23-consentofey2024.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a23-consentofey2023.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit23-consentofey2024.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex311.htm)] | | | | | | [Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex312.htm)] | | | | | | [Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex321.htm)] | | | [added: #] | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex321.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex322.htm)] | | | [added: #] | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/ctas10k2024ex322.htm)] | | |

| 101 | | | | | | The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |

68

| [19](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm) | | | | | | [Cintas Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm) | | |

69

| [97](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm) | | | | | | [Cintas Corporation Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm) | | |

| | | | | | | | | |

| | | | | | | | | |

# This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

64

65

DATE SIGNED: July [removed: 27, 2023][added: 25, 2024]

| /s/ | | | Todd M. Schneider Todd M. Schneider | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | Scott D. Farmer Scott D. Farmer | | | | | | Executive Chairman of the Board of Directors | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | Ronald W. Tysoe Ronald W. Tysoe | | | | | | Director | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | John F. Barrett John F. Barrett | | | | | | Director | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | Karen L. Carnahan Karen L. Carnahan | | | | | | Director | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | Martin Mucci Martin Mucci | | | | | | Director | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| /s/ | | | J. Michael Hansen J. Michael Hansen | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | July [removed: 27, 2023] [added: 25, 2024] | | |

| (In thousands) | | | Balance at Beginning of Year | | | | | | Additions (1) | | | | | | Deductions [removed: (2)(3)] [added: (2)] | | | | | | Balance at End of Year | | |

| [removed: May] [added: May] 31, [removed: 2023] [added: 2023] | | | $ | 12,918 | | | | | $ | 40,817 | | | | | $ | 38,809 | | | | | $ | 14,926 | |

(1)Represents amounts charged to expense to increase reserve for estimated future [removed: bad debts.][added: credit losses.]

70

71

| Allowance for Credit Losses | | | | | | | | | | | | | | | | | | | | | | | |

| May 31, 2024 | | | $ | 14,926 | | | | | $ | 53,240 | | | | | $ | 50,252 | | | | | $ | 17,914 | |

72

66

67

| Allowance for Doubtful Accounts | | | | | | | | | | | | | | | | | | | | | | | |

| May 31, 2021 | | | $ | 35,433 | | | | | $ | 27,517 | | | | | $ | 50,853 | | | | | $ | 12,097 | |

(3) The deductions in fiscal 2021 include $14.2 million of incremental allowance for doubtful accounts recorded as of May 31, 2020 in response to uncertainties related to customer collections impacted by the COVID-19 pandemic.

Certain of the corresponding trade receivables were collected during fiscal 2021, and the incremental reserve was reversed as the Company's estimates and assumptions related to the impact of COVID-19 changed during fiscal 2021.

68