Cintas (CTAS) 10-K risk factor changes: FY2026 vs FY2025
The 2026-05-31 10-K against the 2025-05-31 one, compared heading by heading and sentence by sentence.
Item 1A18 rewritten71 added7 removed136 unchanged
All filing items620 rewritten354 added200 removed1,481 unchanged
Summary
counted, not written
- Item 1A lists 21 risk factor headings: 4 new, 0 reworded and 17 unchanged since FY2025. 0 headings from FY2025 no longer appear.
- Sentence by sentence, 354 added, 200 removed, 620 rewritten and 1,481 unchanged across 20 items that differ.
New Item 1A headings (4)
- We may be unable to complete the proposed acquisition of UniFirst, or, if completed, successfully integrate UniFirst’s business and realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.
- We are subject to business uncertainties and contractual restrictions while the Transaction is pending, which could adversely affect our business and operations.
- We rely extensively on information technology systems, including third-party systems, to process transactions, maintain information and manage our businesses. Disruptions in the availability of any internal or external information technology systems due to implementation of a new system or otherwise, or privacy incidents involving information technology systems, could impact our ability to service our customers and adversely affect our revenue, consolidated results of operations and reputation and expose us to litigation risk.
- Our ability to successfully develop, implement and utilize artificial intelligence and other emerging technologies is subject to numerous risks and uncertainties that could adversely affect our business, results of operations, financial condition and reputation.AI
Removed Item 1A headings (0)
Every FY2025 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2025 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2026; struck-through words were in FY2025. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
18 rewritten, 71 added, 7 removed, 136 unchanged
Forward-looking statements may be identified by [removed: words] [added: words, terms or expressions] such as “estimates,” [added: "confident," "continue," "hope," "likely," "might," "possible," "potential," "trend,"] “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” [removed: “target,” “forecast,”] [added: “targets,” “forecasts,”] “believes,” “seeks,” “could,” “should,” [removed: “may”] [added: “may,” "strategy,"] and [removed: “will”] [added: "objective”] or the negative versions thereof and similar words, terms and expressions and by the context in which they are used.
These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ [added: materially] from those set forth in or implied by this Annual Report.
[removed: Factors] [added: Additional 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; supply chain constraints and macroeconomic conditions, including inflationary pressures and higher interest rates; [added: changes in global trade policies, tariffs and other measures that could restrict international trade;] fluctuations in costs of materials and labor, including increased medical costs; 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, [removed: 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 aspirations relating to sustainability opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls [removed: for] [added: over] financial reporting; the effect of new accounting pronouncements; risks associated with cybersecurity threats, including disruptions caused by the inaccessibility of computer systems data and cybersecurity 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 pandemics; the amount and timing of repurchases of our common stock, if any; changes in global tax and labor laws; and the reactions of competitors in terms of price and service.
[removed: These risks and uncertainties include, but are not limited to, those described in this section and elsewhere] [added: *elsewhere] in this report and may also be described from time to time in our future reports filed 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 [removed: fabrics] [added: fabrics, textiles] and [removed: textiles,] [added: other products used in our operations,] the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, [removed: new or expanded tariffs and other measures that could restrict international trade,] 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: revenue] [added: revenue, operating margins, cash flows] and consolidated results of operations.
[removed: Our ability to open new operating facilities depends on] our ability to identify attractive locations, negotiate leases or real estate purchase agreements on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental regulations, zoning laws and other similar factors.
However, there can be no assurance that we will be able to identify and purchase suitable [removed: acquisitions.][added: acquisitions on favorable terms or at all.]
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. [removed: Political] [added: 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 [added: experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.]
[removed: Disruptions in the availability of any internal or external information technology systems due to implementation of a new system or otherwise, or privacy incidents involving information] [added: *information] technology systems, could impact our ability to service our customers and adversely affect our revenue, consolidated results of operations and reputation and expose us to litigation risk.*
Our information technology systems are subject to damage or interruption due to cybersecurity attacks, system conversions, power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our [removed: employees.][added: employee-partners.]
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 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 [removed: employee] [added: employee-partner] information, destruction or corruption of data, security incidents, or other manipulation or improper use of our systems and networks which could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.
Failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable [removed: financial reports or prevent fraud.]
The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside of our control, including geopolitical developments, supply and demand 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 and environmental concerns including the impact of [removed: legislative and regulatory efforts to limit GHG emissions.]
In fiscal years [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.
[added: In addition, credit market deterioration and] its actual or perceived effects on our results of operations and financial condition, along with deterioration in general economic conditions, may increase the likelihood that the major independent credit agencies will downgrade our credit ratings, which could increase our cost of borrowing.
[removed: Changes in laws, regulations and the related interpretations, including any laws or regulations that may be enacted] by the current U.S. presidential administration and Congress, may alter the landscape in which we do business and may affect our costs of doing business.
[removed: Any increase in the amount of taxation incurred as a result of challenges to our tax filing] positions could result in a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Factors that are related to the Transaction that might cause such a difference include, but are not limited to, the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst; the outcome of any legal proceedings that may be instituted against Cintas or UniFirst; the possibility that the Transaction does not close when expected or at all because required regulatory, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate; any failure to promptly and effectively integrate the businesses of Cintas and UniFirst; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Cintas' or UniFirst's customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by Cintas' issuance of additional shares of its capital stock in connection with the Transaction; changes in the trading price of Cintas' or UniFirst's capital stock; and the diversion of management's attention and time to the Transaction from ongoing business operations and opportunities.
These risks and uncertainties include, but are not limited to, those described in this section and*
In addition, changes in U.S. and foreign trade policies, including the imposition of new tariffs, increases in existing tariffs, retaliatory trade measures, import or export restrictions, economic sanctions, customs regulations and other actions affecting international commerce, could increase the cost of raw materials, finished goods, equipment and other products sourced directly by us or indirectly through our suppliers.
Such measures could also reduce the availability of products and materials, disrupt established sourcing arrangements, increase transportation and logistics costs, extend lead times and contribute to volatility in commodity and input costs.
We may not be able to predict, mitigate or fully offset the impact of such measures, and competitive conditions or contractual arrangements may limit our ability to pass increased costs on to customers in a timely manner, or at all.
Further, geopolitical tensions, armed conflicts, acts of terrorism, military actions and related sanctions or other governmental responses, including developments in the Middle East and other strategically important regions, may disrupt global trade routes, shipping channels, transportation networks, energy supplies and financial markets.
Such events may contribute to volatility in fuel and energy prices, increase freight and distribution costs, adversely affect the operations of suppliers and other business partners, and exacerbate inflationary pressures and broader economic uncertainty.
Disruptions affecting key maritime shipping routes, ports or other critical infrastructure could adversely affect the availability, timing and cost of materials and products used in our business and may require us or our suppliers to implement alternative sourcing, transportation or inventory strategies, which could increase costs and reduce operating efficiencies.
Our ability to open new operating facilities depends on
We may pay substantial amounts of cash or incur debt to pay for acquisitions, which could adversely affect our liquidity.
The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations.
From time to time, we have issued, and may continue to issue, equity securities to pay for acquisitions, which could adversely affect our consolidated results of operations and result in dilution to our stockholders.
In addition, acquisitions we announce could be viewed negatively by investors, which may adversely affect our business or our stock price.
Volatility in our stock price may also negatively impact our ability to complete acquisitions on favorable terms.
*We may be unable to complete the proposed acquisition of UniFirst, or, if completed, successfully integrate UniFirst’s business and realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.*
The proposed acquisition of UniFirst is subject to risks and uncertainties, and there can be no assurance that the Transaction will be completed on the anticipated terms, within the expected timeframe, or at all.
Completion of the Transaction is subject to a number of conditions, including, among others, the receipt of required regulatory approvals, including the expiration or termination of applicable waiting periods under the HSR Act.
These conditions may not be satisfied in a timely manner or at all.
In addition, the merger agreement may be terminated under specified circumstances, including if the transaction is not consummated by the applicable outside date set forth in the Merger Agreement.
If the Transaction is not completed, we would not realize any of the anticipated strategic, operational or financial benefits of the acquisition and could be subject to a number of risks and costs, including a decline in the market price of our common stock to the extent that the current market price reflects expectations that the Transaction will be completed; significant transaction-related expenses, including legal, accounting, financial advisory, financing and other professional fees, whether or not the Transaction is completed; the diversion of management's time and attention from existing business operations and other strategic opportunities; potential adverse reactions from customers, suppliers, business partners, employee-partners and the financial markets; potential litigation relating to the Transaction or the failure to complete the transaction; and, under certain circumstances, the obligation to pay UniFirst a termination fee of $350.0 million.
The announcement and pendency of the Transaction may also disrupt our business operations and relationships regardless of whether the Transaction is completed.
Uncertainty regarding the Transaction could make it more difficult to retain and attract employees, maintain relationships with customers, suppliers and other business partners, and pursue business opportunities during the pendency of the Transaction.
In addition, securities class action litigation, derivative litigation or other legal proceedings are often instituted in connection with significant merger transactions.
Any such litigation, regardless of its merits, could result in substantial costs, divert management's attention and resources, and delay the completion of the Transaction.
An
adverse judgment could result in monetary damages, and a successful claim seeking injunctive relief could prevent or materially delay the completion of the Transaction.
Even if the Transaction is completed, we may not realize the anticipated benefits, cost savings, synergies, efficiencies, innovation opportunities, enhanced growth prospects or other strategic objectives expected from the Transaction within the anticipated time period or at all.
The integration of UniFirst's business into our operations will be a complex, costly and time-consuming process and may result in significant challenges, including the diversion of management's attention from ongoing business operations; difficulties in retaining key management personnel and other employee-partners; challenges in retaining customers and maintaining relationships with suppliers and other business partners; difficulties in combining and coordinating geographically dispersed operations; challenges associated with consolidating corporate and administrative functions and eliminating duplicative operations; unanticipated issues in integrating information technology, communications, operational and financial reporting systems; previously unknown liabilities; unforeseen integration expenses; and delays in implementing integration initiatives.
The anticipated benefits of the Transaction are based on a number of assumptions that may prove to be inaccurate.
If we are unable to successfully integrate UniFirst's business, retain employees and customers, achieve anticipated synergies and efficiencies, effectively manage an expanded organization or otherwise realize the expected benefits of the Transaction, our financial results could differ materially from our expectations.
In such circumstances, the Transaction may not be accretive to earnings, may not improve our financial position, may not enhance our ability to reduce leverage, and may not generate the expected cash flows or returns on investment.
As a result, our business, financial condition, results of operations and the market price of our common stock could be materially adversely affected.
In addition, the completion of the Transaction is subject to the expiration or termination of applicable waiting periods (including any extension thereof) and the receipt of certain authorizations or consents from regulatory authorities that may impose conditions that could have an adverse effect on us after the completion of the Transaction or, if not obtained, could prevent completion of the Transaction.
*We are subject to business uncertainties and contractual restrictions while the Transaction is pending, which could adversely affect our business and operations.*
In connection with the pendency of the Transaction, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the Transaction or otherwise.
Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of its respective business prior to completing the Transaction.
Such limitations could adversely affect our business and operations prior to the completion of the Transaction.
Disruptions in the availability of any internal or external information technology systems due to implementation of a new system or otherwise, or privacy incidents involving*
*Our ability to successfully develop, implement and utilize artificial intelligence and other emerging technologies is subject to numerous risks and uncertainties that could adversely affect our business, results of operations, financial condition and reputation.*
We are increasingly utilizing artificial intelligence (AI), including generative AI, machine learning, automation and other emerging technologies across various aspects of our business, including customer service, sales and marketing, logistics and route optimization, supply chain management, operational processes, data analytics, software development and internal business functions.
7
experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.
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.
In addition, credit market deterioration and
An excerpt. Shown here: all 18 rewritten, 40 of 71 added and all 7 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2026 filing and the FY2025 filing.
Item 7. Management's Discussion and
146 rewritten, 52 added, 50 removed, 199 unchanged
This Management’s Discussion and Analysis of Financial Condition and Results of Operations section focuses on discussion of fiscal [removed: 2025] [added: 2026] results compared to fiscal [removed: 2024] [added: 2025] results and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing.
Risk [removed: Factors](#ice9aea6cc7c744af9eae65d2bad11d8d_16)."] [added: Factors](#i0869b2d4870340659ebb0903c9776fc8_16)."] For discussion of fiscal [removed: 2024] [added: 2025] results compared to fiscal [removed: 2023] [added: 2024] 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: 2024,] [added: 2025,] filed with the SEC on July [removed: 25, 2024.][added: 28, 2025.]
Revenue and operating income for the reportable operating segments for the fiscal years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] are presented in [Note [removed: 14](#ice9aea6cc7c744af9eae65d2bad11d8d_145)] [added: 14](#i0869b2d4870340659ebb0903c9776fc8_148)] entitled Operating Segment Information of "Notes to Consolidated Financial Statements." The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker (CODM) regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.
| Uniform Rental and Facility Services | | | [removed: 77.1%] [added: 76.5%] | | | | | | [removed: 77.8%] [added: 77.1%] | | |
| First Aid and Safety Services | | | [removed: 11.8%] [added: 12.4%] | | | | | | [removed: 11.1%] [added: 11.8%] | | |
| Uniform Rental and Facility Services | | | [removed: 50.7%] [added: 50.0%] | | | | | | [removed: 51.8%] [added: 50.7%] | | |
| First Aid and Safety Services | | | [removed: 42.8%] [added: 42.3%] | | | | | | [removed: 44.5%] [added: 42.8%] | | |
| All Other | | | [removed: 52.7%] [added: 52.4%] | | | | | | [removed: 53.6%] [added: 52.7%] | | |
| Total cost of sales | | | [removed: 50.0%] [added: 49.4%] | | | | | | [removed: 51.2%] [added: 50.0%] | | |
| Uniform Rental and Facility Services | | | [removed: 49.3%] [added: 50.0%] | | | | | | [removed: 48.2%] [added: 49.3%] | | |
| First Aid and Safety Services | | | [removed: 57.2%] [added: 57.7%] | | | | | | [removed: 55.5%] [added: 57.2%] | | |
| All Other | | | [removed: 47.3%] [added: 47.6%] | | | | | | [removed: 46.4%] [added: 47.3%] | | |
| Total gross margin | | | [removed: 50.0%] [added: 50.6%] | | | | | | [removed: 48.8%] [added: 50.0%] | | |
| Uniform Rental and Facility Services | | | [removed: 25.8%] [added: 25.9%] | | | | | | [removed: 26.0%] [added: 25.8%] | | |
| First Aid and Safety Services | | | [removed: 33.0%] [added: 32.3%] | | | | | | [removed: 33.1%] [added: 33.0%] | | |
| All Other | | | [removed: 30.6%] [added: 32.3%] | | | | | | [removed: 30.4%] [added: 30.6%] | | |
| Total selling and administrative expenses | | | [removed: 27.2%] [added: 27.4%] | | | | | | [removed: 27.3%] [added: 27.2%] | | |
| Uniform Rental and Facility Services | | | [removed: 23.5%] [added: 24.1%] | | | | | | [removed: 22.2%] [added: 23.5%] | | |
| First Aid and Safety Services | | | [removed: 24.2%] [added: 25.4%] | | | | | | [removed: 22.4%] [added: 24.2%] | | |
| All Other | | | [removed: 16.7%] [added: 15.3%] | | | | | | [removed: 16.0%] [added: 16.7%] | | |
| Total operating income | | | [removed: 22.8%] [added: 23.1%] | | | | | | [removed: 21.6%] [added: 22.8%] | | |
| Interest expense, net | | | 0.9% | | | | | | [removed: 1.0%] [added: 0.9%] | | |
| Income before income taxes | | | [removed: 21.9%] [added: 22.2%] | | | | | | [removed: 20.5%] [added: 21.9%] | | |
Fiscal [removed: 2025] [added: 2026] Compared to Fiscal [removed: 2024][added: 2025]
Fiscal [removed: 2025] [added: 2026] total revenue was [removed: $10.3] [added: $11.3] billion, an increase of [removed: 7.7%] [added: 8.9%] over the prior fiscal year.
Revenue increased organically by [removed: 8.0%] [added: 8.3%] primarily as a result of increased sales volume.
Organic revenue growth adjusts for the impact of [removed: acquisitions, workday differences] [added: acquisitions] and foreign currency exchange rate fluctuations.
[removed: Total revenue] [added: Revenue growth] was positively impacted by [removed: 0.8% due to acquisitions, negatively impacted by 0.9%] [added: 0.4%] due to [removed: two less workdays in fiscal 2025 compared to fiscal 2024] [added: acquisitions] and [removed: negatively impacted by 0.2%] [added: 0.1%] due to foreign currency exchange rate fluctuations.
Organic revenue growth by quarter for fiscal [removed: 2025] [added: 2026] is as follows:
| First quarter ended August 31, [removed: 2024] [added: 2025] | | | [removed: 8.0%] [added: 7.8%] | | |
| Second quarter ended November 30, [removed: 2024] [added: 2025] | | | [removed: 7.1%] [added: 8.6%] | | |
| Third quarter ended February 28, [removed: 2025] [added: 2026] | | | [removed: 7.9%] [added: 8.2%] | | |
| Fourth quarter ended May 31, [removed: 2025] [added: 2026] | | | [removed: 9.0%] [added: 8.4%] | | |
| For the fiscal year ended May 31, [removed: 2025] [added: 2026] | | | [removed: 8.0%] [added: 8.3%] | | |
Revenue from the Uniform Rental and Facility Services reportable operating segment increased [removed: 6.8%,] [added: 8.1%,] to [removed: $7,976.1] [added: $8,621.6] million compared to [removed: $7,465.2] [added: $7,976.1] million in fiscal [removed: 2024.][added: 2025.]
Organic revenue growth for this reportable operating segment was [removed: 7.0%.][added: 7.6%.]
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased [removed: 10.9%,] [added: 11.8%,] to [removed: $2,364.1] [added: $2,643.1] million compared to [removed: $2,131.4] [added: $2,364.1] million in fiscal [removed: 2024.][added: 2025.]
Revenue increased organically by [removed: 11.3%.][added: 10.6%.]
Cost of uniform rental and facility services increased [removed: 4.5%] [added: 6.7%] compared to fiscal [removed: 2024.][added: 2025.]
[removed: The] [added: As a percent of revenue, the] cost of uniform rental and facility services [removed: as a percent of revenue] improved [removed: compared to fiscal 2024] from [removed: 51.8% to] 50.7% [added: in fiscal 2025, to 50.0% in fiscal 2026,] primarily due to [removed: efficiency gains in energy usage,] more efficient use of in-service inventory and production efficiency gains.
On March 10, 2026, the Company entered into a Merger Agreement pursuant to which the Company will acquire all outstanding shares of UniFirst common stock.
UniFirst is a North American company in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services.
Under the terms of the Merger Agreement, subject to the satisfaction (or, to the extent permitted by applicable law in accordance with the Merger Agreement, waiver) of certain conditions, Cintas will acquire all the outstanding shares of UniFirst common stock in a transaction valued at approximately $5.5 billion.
Each share of UniFirst common stock will be converted into the right to receive $155.00 in cash and 0.7720 shares of validly issued, fully paid and non-assessable Cintas common stock, with no par value (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any applicable withholding taxes.
Completion of the Transaction is subject to a number of conditions, including, among others, the receipt of required regulatory approvals, including the expiration or termination of applicable waiting periods under the HSR Act.
| | | | 2026 | | | | | | 2025 | | |
| UniFirst transaction expenses | | | 0.1% | | | | | | —% | | |
Total revenue was positively impacted by 0.6% due to acquisitions.
Revenue growth was positively impacted by 1.2% due to acquisitions.
Excluding that gain on the sale of property, selling and administrative expenses were consistent from fiscal 2025 to fiscal 2026.
As a result of the Transaction with UniFirst, the Company incurred $16.1 million in transaction expenses in fiscal 2026 which relate primarily to legal and professional services, regulatory fees and financing fees.
Of the $16.1 million, $15.1 million was recorded in selling and administrative expenses, and $1.0 million was recorded in interest expense, on the consolidated statements of income.
No transaction expenses were incurred in fiscal 2025.
Revenue growth was positively impacted by 0.3% due to acquisitions.
The improvement in selling and administrative expenses as a percent of revenue was largely due to operating leverage as revenue grew at a faster rate than expenses.
| | | | | | | | | | | | |
| | | | 2026 | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | | | |
| July 23, 2024 | | | 2,688 | | | | | | 191.29 | | | | | | 514,221 | | | | | | | | | — | | | | | | — | | | | | | — | | |
| October 28, 2025 | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3,960 | | | | | | $ | 196.38 | | | | | $ | 777,785 | | | | | | | | 3,794 | | | | | | $ | 179.07 | | | | | $ | 679,329 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In the period subsequent to May 31, 2026, through July 29, 2026, we purchased 0.2 million shares of Cintas common stock at an average price of $199.70 per share, for a total purchase price of $48.4 million.
| April 8, 2025 | | | May 15, 2025 | | | | | | June 13, 2025 | | | $ | 0.39 | | | | | $ | 157.8 | |
| July 29, 2025 | | | August 15, 2025 | | | | | | September 15, 2025 | | | 0.45 | | | | | | 182.3 | | |
| October 28, 2025 | | | November 14, 2025 | | | | | | December 15, 2025 | | | 0.45 | | | | | | 180.8 | | |
| January 20, 2026 | | | February 13, 2026 | | | | | | March 13, 2026 | | | 0.45 | | | | | | 180.6 | | |
| Total | | | | | | | | | | | | $ | 1.74 | | | | | $ | 701.5 | |
| As of May 31, 2026 | | | | | | | | | | | | | | | | | | | | |
| April 14, 2026 (1) | | | May 15, 2026 | | | | | | June 15, 2026 | | | $ | 0.45 | | | | | $ | 180.7 | |
During the fiscal year ended May 31, 2026, Cintas paid $5.2 million in prepaid short term debt financing fees related to bridge loan financing in connection with the Transaction.
| Senior notes | | | 3.70% | | | | | | 2017 | | | | | | 2027 | | | | | | $ | — | | | | | $ | 1,000,000 | |
Cintas Corporation No. 2 (Corp. 2) entered into a credit agreement which supports our commercial paper program on March 27, 2026 (the Credit Agreement).
The Credit Agreement has capacity under the revolving credit facility of $2.0 billion and contains a letter of credit sub-facility of up to $300.0 million and a swing line sub-facility of up to $150.0 million.
In connection with the entry into the Credit Agreement, on March 27, 2026, Corp. 2 terminated all commitments and repaid all obligations under its existing Third Amended and Restated Credit Agreement, dated as of March 23, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to such date, the “Existing Credit Agreement”).
Upon the termination of the Existing Credit Agreement, all the obligations under the Existing Credit Agreement were terminated.
In connection with the Transaction, we also entered into a commitment letter on March 10, 2026 with certain debt commitment parties, who have committed to provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $2.85 billion (the Bridge Facility) consisting of two separate tranches.
The funding of the Bridge Facility provided for in the commitment letter is subject to the satisfaction of certain customary limited conditions, including the consummation of the mergers in accordance with the merger agreement and the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the commitment letter.
As of May 31, 2026, there was no borrowings on our Bridge Facility.
The Credit Agreement includes, among other things, “certain funds” provisions pursuant to which $1.25 billion of the commitments under the Credit Agreement are available for, subject to the satisfaction of certain limited conditions (including the consummation of the mergers in accordance with the merger agreement), the consummation of the Transaction.
The commitments under one of the two tranches of the Bridge Facility were replaced by the revolving credit facility.
19
| | | | 2025 | | | | | | 2024 | | |
20
Revenue growth was positively impacted by 0.8% due to acquisitions, negatively impacted by 0.9% due to two less workdays in fiscal 2025 compared to fiscal 2024 and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
Revenue growth was positively impacted by 0.6% due to acquisitions, negatively impacted by 0.9% due to two less workdays in fiscal 2025 compared to fiscal 2024 and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
Excluding those items, selling and administrative expenses as a percent of revenue increased from fiscal 2024 to fiscal 2025.
The resulting increase as a percent of revenue was primarily due to investments in technology and additional selling resources.
Net interest expense was the same as a percent of revenue.
21
Revenue growth was positively impacted by 0.1% due to acquisitions, negatively impacted by 0.9% due to two less workdays in fiscal 2025 compared to fiscal 2024 and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
22
These outflows were partially offset by proceeds from the sale of property.
These increases were partially offset by an increase in proceeds from the issuance of debt in fiscal 2025 compared to fiscal 2024.
| | | | 2025 | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | |
| July 27, 2021 | | | — | | | | | | $ | — | | | | | $ | — | | | | | | | | 3,425 | | | | | | $ | 133.80 | | | | | $ | 458,284 | |
| July 23, 2024 | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3,794 | | | | | | $ | 179.07 | | | | | $ | 679,329 | | | | | | | | 3,764 | | | | | | $ | 136.92 | | | | | $ | 515,388 | |
There were no share buybacks in the period subsequent to May 31, 2025, through July 28, 2025.
| April 11, 2023 | | | May 15, 2023 | | | | | | June 15, 2023 | | | $ | 0.2875 | | | | | $ | 117.6 | |
| July 25, 2023 | | | August 15, 2023 | | | | | | September 15, 2023 | | | 0.3375 | | | | | | 138.2 | | |
| October 24, 2023 | | | November 15, 2023 | | | | | | December 15, 2023 | | | 0.3375 | | | | | | 137.5 | | |
| January 16, 2024 | | | February 15, 2024 | | | | | | March 15, 2024 | | | 0.3375 | | | | | | 137.6 | | |
| Total | | | | | | | | | | | | $ | 1.3000 | | | | | $ | 530.9 | |
| As of May 31, 2024 | | | | | | | | | | | | | | | | | | | | |
| April 9, 2024 (1) | | | May 15, 2024 | | | | | | June 14, 2024 | | | $ | 0.3375 | | | | | $ | 137.6 | |
On April 15, 2025, in accordance with the terms of the senior notes, Cintas paid the $50.0 million aggregate principal amount outstanding of its 3.11%, private placement, 10-year senior notes that matured on that date with cash on hand.
On May 1, 2025, in accordance with the terms of the senior notes, Cintas paid the $400.0 million aggregate principal outstanding of its 3.45%, 3-year senior notes that matured on that date with cash on hand.
On May 2, 2025, Cintas issued $400.0 million aggregate principal amount of senior notes that bear an interest rate of 4.20% and mature on May 1, 2028.
During the fiscal year ended May 31, 2024, Cintas repurchased and subsequently retired, $13.5 million of its 6.15%, 30-year senior notes.
In conjunction with these transactions, Cintas recognized a loss of $0.9 million, which is recorded in interest expense on the consolidated statement of income for the fiscal year ended May 31, 2024.
| Senior notes (1) | | | 3.11% | | | | | | 2015 | | | | | | 2025 | | | | | | $ | — | | | | | $ | 50,294 | |
| Senior notes | | | 4.20% | | | | | | 2025 | | | | | | 2028 | | | | | | 400,000 | | | | | | — | | |
(1) Cintas assumed these senior notes with the acquisition of G&K Services, Inc. (G&K) in fiscal 2017, and they were recorded at fair value.
The interest rate shown above is the effective interest rate until repayment in fiscal 2025.
The credit agreement that supports our commercial paper program has capacity under the revolving credit facility of $2.0 billion.
| Operating leases (2) | | | 259,565 | | | | | | 58,688 | | | | | | 93,365 | | | | | | 59,360 | | | | | | 48,152 | | |
| Interest payments | | | 501,830 | | | | | | 100,348 | | | | | | 156,129 | | | | | | 93,096 | | | | | | 152,257 | | |
| Total contractual and other material cash obligations | | | $ | 3,197,945 | | | | | $ | 159,036 | | | | | $ | 1,649,494 | | | | | $ | 152,456 | | | | | $ | 1,236,959 | |
Cintas is also party to additional litigation not considered in the ordinary course of business.
See [Note 15](#ice9aea6cc7c744af9eae65d2bad11d8d_148) entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements" for a detailed discussion of such additional litigation.
An excerpt. Shown here: 40 of 146 rewritten, 40 of 52 added and 40 of 50 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and in the FY2026 filing and the FY2025 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
1 rewritten, 1 added, 1 removed, 6 unchanged
If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.3] [added: $0.4] million.
33
29
Item 1. Business
21 rewritten, 26 added, 1 removed, 96 unchanged
With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, [added: automated external defibrillators (AEDs),] eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm testing, Cintas helps customers get Ready for the Workday®.
| (In thousands) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Uniform Rental and Facility Services | | | $ | [removed: 7,976,073] [added: 8,621,624] | | | | | $ | [removed: 7,465,199] [added: 7,976,073] | | | | | $ | [removed: 6,897,130] [added: 7,465,199] | |
| First Aid and Safety Services | | | [removed: 1,218,090] [added: 1,391,853] | | | | | | [removed: 1,067,334] [added: 1,218,090] | | | | | | [removed: 951,496] [added: 1,067,334] | | |
| All Other | | | [removed: 1,146,018] [added: 1,251,284] | | | | | | [removed: 1,064,082] [added: 1,146,018] | | | | | | [removed: 967,143] [added: 1,064,082] | | |
| Total Revenue | | | $ | [removed: 10,340,181] [added: 11,264,761] | | | | | $ | [removed: 9,596,615] [added: 10,340,181] | | | | | $ | [removed: 8,815,769] [added: 9,596,615] | |
Financial Statements and Supplementary Data," in [Note [removed: 14](#ice9aea6cc7c744af9eae65d2bad11d8d_145)] [added: 14](#i0869b2d4870340659ebb0903c9776fc8_148)] entitled Operating Segment Information of "Notes to Consolidated Financial Statements."
Cintas competes with national, regional and local providers, large national retailers and small local retailers as well as companies with a significant online presence and the level of competition varies at each of Cintas' local [removed: operations.]
At May 31, [removed: 2025,] [added: 2026,] Cintas, in total, had approximately [removed: 12,100] [added: 12,500] local delivery routes, [removed: 478] [added: 484] 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](#ice9aea6cc7c744af9eae65d2bad11d8d_16)."][added: Operations](#i0869b2d4870340659ebb0903c9776fc8_16)."]
Environmental spending related to water treatment and waste removal was approximately [removed: $29.0] [added: $30.0] million in fiscal [removed: 2025,] [added: 2026,] approximately [removed: $27.0] [added: $29.0] million in fiscal [removed: 2024] [added: 2025] and approximately [removed: $26.0] [added: $27.0] million in fiscal [removed: 2023.][added: 2024.]
Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $4.8] [added: $5.8] million in fiscal [removed: 2025,] [added: 2026,] approximately [removed: $1.7] [added: $4.8] million in fiscal [removed: 2024] [added: 2025] and approximately [removed: $1.0] [added: $1.7] million in fiscal [removed: 2023.][added: 2024.]
Cintas is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the U.S. and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, [removed: storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.]
[added: In fiscal 2026, 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](#ice9aea6cc7c744af9eae65d2bad11d8d_16).”][added: Risks](#i0869b2d4870340659ebb0903c9776fc8_16).”]
Cintas intends to post [added: on its website, within four business days after approval,] any amendments or waivers to [removed: its] [added: provisions of the Cintas] Code of Conduct and Business Ethics [removed: on its website within four business days after approval.][added: for officers or directors in accordance with and if required by applicable law.]
At May 31, [removed: 2025,] [added: 2026,] Cintas employed approximately [removed: 48,300] [added: 48,100] employee-partners in our global workforce, of which approximately [removed: 900] [added: 800] were represented by labor unions.
Cintas is committed to actively recruiting, retaining, developing and advancing a [removed: diverse and] talented workforce.
[removed: In] addition, we offer mentoring programs, a management trainee program and executive leadership programs to support the professional growth of our employee-partners and ensure we have the right succession plans in place.
Through these efforts, Cintas has reduced our recordable injury rate by over 80% since 2008, has been awarded 140 OSHA VPP Star [removed: sites in the VPP,] [added: sites,] which is more than triple any other U.S. company, 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, [removed: annual free flu shots,] a tobacco cessation program, weight management programs and an employee-partner assistance program, which offers advice on mental health, legal and financial issues.
Agreement and Plan of Merger
On March 10, 2026, UniFirst Corporation (UniFirst), the Company, Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas (Merger Sub Inc.), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas (Merger Sub LLC) entered into an Agreement and Plan of Merger (Merger Agreement), pursuant to which, (i) Merger Sub Inc. will merge with and into UniFirst (first merger), whereupon the separate existence of Merger Sub Inc. will cease, and UniFirst will continue as the surviving corporation and a wholly owned subsidiary of Cintas, and (ii) immediately after the first merger, UniFirst will merge with and into Merger Sub LLC (second merger), whereupon the separate existence of UniFirst will cease, and Merger Sub LLC will continue as the surviving entity and a wholly owned subsidiary of Cintas.
The transaction between Cintas and UniFirst is referred to herein as the "Transaction." In connection with the Transaction, UniFirst shareholders will receive the merger consideration, which consists of (i) $155.00 in cash and (ii) 0.7720 of validly issued, fully paid and non-assessable shares of Cintas common stock (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any required tax withholding, and each applicable holder of such shares of UniFirst stock will cease to have any rights with respect thereto, except the right to receive the applicable merger consideration.
Under the terms of the Merger Agreement, subject to the satisfaction (or, to the extent permitted by applicable law in accordance with the Merger Agreement, waiver) of certain conditions, Cintas will acquire all the outstanding shares of UniFirst common stock in a transaction
valued at approximately $5.5 billion.
UniFirst is a North American company in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services.
On June 12, 2026, UniFirst announced that at UniFirst’s Special Meeting of Shareholders, UniFirst’s shareholders voted to approve the pending acquisition by Cintas.
The obligations of each of Cintas, Merger Sub Inc., Merger Sub LLC and UniFirst to complete the Transaction are subject to the satisfaction or (to the extent permitted by law) waiver by Cintas and UniFirst of the following conditions:
- the shares of Cintas common stock to be issued in connection with the mergers having been approved for listing on the NASDAQ, subject to official notice of issuance;
- any applicable waiting period (and any extension thereof) under the HSR Act relating to the completion of the mergers having expired or early termination thereof having been granted and any authorization or consent from a governmental authority required to be obtained with respect to the mergers under certain antitrust laws having been obtained and remaining in full force and effect;
- the authorization or consent of the applicable governmental authority in respect of certain of UniFirst's permits having been obtained and remaining in full force and effect; and
- no governmental authority of competent jurisdiction having issued or entered any order or promulgated or enacted any law after the date of the Merger Agreement having the effect of enjoining or otherwise prohibiting the completion of the mergers.
In addition, the obligations of each of Cintas, Merger Sub Inc. and Merger Sub LLC to complete the Transaction are subject to the satisfaction or (to the extent permitted by law) waiver by Cintas of the following conditions:
- accuracy as of the closing date of the representations and warranties made by UniFirst to the extent specified in the Merger Agreement;
- UniFirst having performed or complied in all material respects with its obligations under the Merger Agreement required to be performed or complied with on or prior to the closing of the mergers;
- since the date of the Merger Agreement, no event, circumstance, occurrence, effect, fact, development or change having occurred that had or would reasonably be expected to have, individually or in the aggregate, a “material adverse effect” on UniFirst that is continuing; and
In addition, the obligations of UniFirst to complete the mergers are subject to the satisfaction or (to the extent permitted by law) waiver by UniFirst of the following conditions:
- accuracy as of the date of the Merger Agreement and as of the closing date of the representations and warranties made by Cintas, Merger Sub Inc. and Merger Sub LLC to the extent specified in the Merger agreement;
- Cintas, Merger Sub Inc. and Merger Sub LLC having performed or complied in all material respects with each of their respective obligations required under the Merger Agreement to be performed or complied with on or prior to the closing of the mergers;
- since the date of the Merger Agreement, no event, circumstance, occurrence, effect, fact, development or change having occurred that had or would reasonably be expected to have, individually or in the aggregate, a “material adverse effect” on Cintas that is continuing.
The Transaction has not closed as of the date of the filing of this Form 10-K.
We expect the Transaction to close in the second half of calendar 2026.
operations.
storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee-partner data.
In
7
In fiscal 2025, compliance with the
Item 3. Legal Proceedings
0 rewritten, 2 added, 2 removed, 0 unchanged
Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims.
While the results of any such legal proceedings cannot be predicted with certainty, management believes that the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in "Item 8.
Financial Statements and Supplementary Data," in [Note 15](#ice9aea6cc7c744af9eae65d2bad11d8d_148) entitled Litigation and Other Contingencies of "Notes to Consolidated Financial 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.
Cover and table of contents
28 rewritten, 4 added, 4 removed, 86 unchanged
| | | | For the fiscal year ended | | | May 31, [removed: 2025] [added: 2026] | | |
][added: Workday.jpg](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas-20260531_g1.jpg)]
The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2024,] [added: 2025,] was [removed: $91,105,318,714] [added: $74,381,019,287] based on a closing sale price of [removed: $225.79] [added: $186.02] per share.
As of June 30, [removed: 2025, 777,000,840] [added: 2026, 779,589,240] shares of the Registrant's Common Stock were issued, and [removed: 402,977,926] [added: 400,169,561] shares were outstanding.
Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference in [Part [removed: III](#ice9aea6cc7c744af9eae65d2bad11d8d_163)] [added: III](#i0869b2d4870340659ebb0903c9776fc8_166)] of this Form 10-K.
| [Item [removed: 1.](#ice9aea6cc7c744af9eae65d2bad11d8d_13)] [added: 1.](#i0869b2d4870340659ebb0903c9776fc8_13)] | | | [removed: [Business](#ice9aea6cc7c744af9eae65d2bad11d8d_13)] [added: [Business](#i0869b2d4870340659ebb0903c9776fc8_13)] | | | [removed: [3](#ice9aea6cc7c744af9eae65d2bad11d8d_13)] [added: [3](#i0869b2d4870340659ebb0903c9776fc8_13)] | | |
| [Item [removed: 1A.](#ice9aea6cc7c744af9eae65d2bad11d8d_16)] [added: 1A.](#i0869b2d4870340659ebb0903c9776fc8_16)] | | | [Risk [removed: Factors](#ice9aea6cc7c744af9eae65d2bad11d8d_16)] [added: Factors](#i0869b2d4870340659ebb0903c9776fc8_16)] | | | [removed: [7](#ice9aea6cc7c744af9eae65d2bad11d8d_16)] [added: [8](#i0869b2d4870340659ebb0903c9776fc8_16)] | | |
| [Item [removed: 1B.](#ice9aea6cc7c744af9eae65d2bad11d8d_19)] [added: 1B.](#i0869b2d4870340659ebb0903c9776fc8_19)] | | | [Unresolved Staff [removed: Comments](#ice9aea6cc7c744af9eae65d2bad11d8d_19)] [added: Comments](#i0869b2d4870340659ebb0903c9776fc8_19)] | | | [removed: [13](#ice9aea6cc7c744af9eae65d2bad11d8d_19)] [added: [17](#i0869b2d4870340659ebb0903c9776fc8_19)] | | |
| [Item [removed: 1C.](#ice9aea6cc7c744af9eae65d2bad11d8d_22)] [added: 1C.](#i0869b2d4870340659ebb0903c9776fc8_22)] | | | [removed: [Cybersecurity](#ice9aea6cc7c744af9eae65d2bad11d8d_22)] [added: [Cybersecurity](#i0869b2d4870340659ebb0903c9776fc8_22)] | | | [removed: [14](#ice9aea6cc7c744af9eae65d2bad11d8d_22)] [added: [18](#i0869b2d4870340659ebb0903c9776fc8_22)] | | |
| [Item [removed: 2.](#ice9aea6cc7c744af9eae65d2bad11d8d_25)] [added: 2.](#i0869b2d4870340659ebb0903c9776fc8_25)] | | | [removed: [Properties](#ice9aea6cc7c744af9eae65d2bad11d8d_25)] [added: [Properties](#i0869b2d4870340659ebb0903c9776fc8_25)] | | | [removed: [15](#ice9aea6cc7c744af9eae65d2bad11d8d_25)] [added: [19](#i0869b2d4870340659ebb0903c9776fc8_25)] | | |
| [Item [removed: 3.](#ice9aea6cc7c744af9eae65d2bad11d8d_28)] [added: 3.](#i0869b2d4870340659ebb0903c9776fc8_28)] | | | [Legal [removed: Proceedings](#ice9aea6cc7c744af9eae65d2bad11d8d_28)] [added: Proceedings](#i0869b2d4870340659ebb0903c9776fc8_28)] | | | [removed: [16](#ice9aea6cc7c744af9eae65d2bad11d8d_28)] [added: [20](#i0869b2d4870340659ebb0903c9776fc8_28)] | | |
| [Item [removed: 4.](#ice9aea6cc7c744af9eae65d2bad11d8d_31)] [added: 4.](#i0869b2d4870340659ebb0903c9776fc8_31)] | | | [Mine Safety [removed: Disclosures](#ice9aea6cc7c744af9eae65d2bad11d8d_31)] [added: Disclosures](#i0869b2d4870340659ebb0903c9776fc8_31)] | | | [removed: [16](#ice9aea6cc7c744af9eae65d2bad11d8d_31)] [added: [20](#i0869b2d4870340659ebb0903c9776fc8_31)] | | |
| [Item [removed: 5.](#ice9aea6cc7c744af9eae65d2bad11d8d_37)] [added: 5.](#i0869b2d4870340659ebb0903c9776fc8_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ice9aea6cc7c744af9eae65d2bad11d8d_37)] [added: Securities](#i0869b2d4870340659ebb0903c9776fc8_37)] | | | [removed: [17](#ice9aea6cc7c744af9eae65d2bad11d8d_37)] [added: [21](#i0869b2d4870340659ebb0903c9776fc8_37)] | | |
| [Item [removed: 6.](#ice9aea6cc7c744af9eae65d2bad11d8d_40)] [added: 6.](#i0869b2d4870340659ebb0903c9776fc8_40)] | | | [removed: [\[Reserved\]](#ice9aea6cc7c744af9eae65d2bad11d8d_40)] [added: [\[Reserved\]](#i0869b2d4870340659ebb0903c9776fc8_40)] | | | [removed: [18](#ice9aea6cc7c744af9eae65d2bad11d8d_40)] [added: [22](#i0869b2d4870340659ebb0903c9776fc8_40)] | | |
| [Item [removed: 7.](#ice9aea6cc7c744af9eae65d2bad11d8d_43)] [added: 7.](#i0869b2d4870340659ebb0903c9776fc8_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ice9aea6cc7c744af9eae65d2bad11d8d_43)] [added: Operations](#i0869b2d4870340659ebb0903c9776fc8_43)] | | | [removed: [19](#ice9aea6cc7c744af9eae65d2bad11d8d_43)] [added: [23](#i0869b2d4870340659ebb0903c9776fc8_43)] | | |
| [Item [removed: 7A.](#ice9aea6cc7c744af9eae65d2bad11d8d_70)] [added: 7A.](#i0869b2d4870340659ebb0903c9776fc8_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ice9aea6cc7c744af9eae65d2bad11d8d_70)] [added: Risk](#i0869b2d4870340659ebb0903c9776fc8_70)] | | | [removed: [29](#ice9aea6cc7c744af9eae65d2bad11d8d_70)] [added: [33](#i0869b2d4870340659ebb0903c9776fc8_70)] | | |
| [Item [removed: 8.](#ice9aea6cc7c744af9eae65d2bad11d8d_73)] [added: 8.](#i0869b2d4870340659ebb0903c9776fc8_73)] | | | [Financial Statements and Supplementary [removed: Data](#ice9aea6cc7c744af9eae65d2bad11d8d_73)] [added: Data](#i0869b2d4870340659ebb0903c9776fc8_73)] | | | [removed: [30](#ice9aea6cc7c744af9eae65d2bad11d8d_73)] [added: [34](#i0869b2d4870340659ebb0903c9776fc8_73)] | | |
| [Item [removed: 9.](#ice9aea6cc7c744af9eae65d2bad11d8d_151)] [added: 9.](#i0869b2d4870340659ebb0903c9776fc8_154)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ice9aea6cc7c744af9eae65d2bad11d8d_151)] [added: Disclosure](#i0869b2d4870340659ebb0903c9776fc8_154)] | | | [removed: [63](#ice9aea6cc7c744af9eae65d2bad11d8d_151)] [added: [68](#i0869b2d4870340659ebb0903c9776fc8_154)] | | |
| [Item [removed: 9A.](#ice9aea6cc7c744af9eae65d2bad11d8d_154)] [added: 9A.](#i0869b2d4870340659ebb0903c9776fc8_157)] | | | [Controls and [removed: Procedures](#ice9aea6cc7c744af9eae65d2bad11d8d_154)] [added: Procedures](#i0869b2d4870340659ebb0903c9776fc8_157)] | | | [removed: [63](#ice9aea6cc7c744af9eae65d2bad11d8d_154)] [added: [68](#i0869b2d4870340659ebb0903c9776fc8_157)] | | |
| [Item [removed: 9B.](#ice9aea6cc7c744af9eae65d2bad11d8d_157)] [added: 9B.](#i0869b2d4870340659ebb0903c9776fc8_160)] | | | [Other [removed: Information](#ice9aea6cc7c744af9eae65d2bad11d8d_157)] [added: Information](#i0869b2d4870340659ebb0903c9776fc8_160)] | | | [removed: [63](#ice9aea6cc7c744af9eae65d2bad11d8d_157)] [added: [68](#i0869b2d4870340659ebb0903c9776fc8_160)] | | |
| [Item [removed: 9C.](#ice9aea6cc7c744af9eae65d2bad11d8d_160)] [added: 9C.](#i0869b2d4870340659ebb0903c9776fc8_163)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ice9aea6cc7c744af9eae65d2bad11d8d_160)] [added: Inspections](#i0869b2d4870340659ebb0903c9776fc8_163)] | | | [removed: [63](#ice9aea6cc7c744af9eae65d2bad11d8d_160)] [added: [68](#i0869b2d4870340659ebb0903c9776fc8_163)] | | |
| [Item [removed: 10.](#ice9aea6cc7c744af9eae65d2bad11d8d_166)] [added: 10.](#i0869b2d4870340659ebb0903c9776fc8_169)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ice9aea6cc7c744af9eae65d2bad11d8d_166)] [added: Governance](#i0869b2d4870340659ebb0903c9776fc8_169)] | | | [removed: [64](#ice9aea6cc7c744af9eae65d2bad11d8d_166)] [added: [69](#i0869b2d4870340659ebb0903c9776fc8_169)] | | |
| [Item [removed: 11.](#ice9aea6cc7c744af9eae65d2bad11d8d_169)] [added: 11.](#i0869b2d4870340659ebb0903c9776fc8_172)] | | | [Executive [removed: Compensation](#ice9aea6cc7c744af9eae65d2bad11d8d_169)] [added: Compensation](#i0869b2d4870340659ebb0903c9776fc8_172)] | | | [removed: [64](#ice9aea6cc7c744af9eae65d2bad11d8d_169)] [added: [69](#i0869b2d4870340659ebb0903c9776fc8_172)] | | |
| [Item [removed: 12.](#ice9aea6cc7c744af9eae65d2bad11d8d_172)] [added: 12.](#i0869b2d4870340659ebb0903c9776fc8_175)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ice9aea6cc7c744af9eae65d2bad11d8d_172)] [added: Matters](#i0869b2d4870340659ebb0903c9776fc8_175)] | | | [removed: [64](#ice9aea6cc7c744af9eae65d2bad11d8d_172)] [added: [69](#i0869b2d4870340659ebb0903c9776fc8_175)] | | |
| [Item [removed: 13.](#ice9aea6cc7c744af9eae65d2bad11d8d_175)] [added: 13.](#i0869b2d4870340659ebb0903c9776fc8_178)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ice9aea6cc7c744af9eae65d2bad11d8d_175)] [added: Independence](#i0869b2d4870340659ebb0903c9776fc8_178)] | | | [removed: [64](#ice9aea6cc7c744af9eae65d2bad11d8d_175)] [added: [69](#i0869b2d4870340659ebb0903c9776fc8_178)] | | |
| [Item [removed: 14.](#ice9aea6cc7c744af9eae65d2bad11d8d_178)] [added: 14.](#i0869b2d4870340659ebb0903c9776fc8_181)] | | | [Principal Accountant Fees and [removed: Services](#ice9aea6cc7c744af9eae65d2bad11d8d_178)] [added: Services](#i0869b2d4870340659ebb0903c9776fc8_181)] | | | [removed: [64](#ice9aea6cc7c744af9eae65d2bad11d8d_178)] [added: [69](#i0869b2d4870340659ebb0903c9776fc8_181)] | | |
| [Item [removed: 15.](#ice9aea6cc7c744af9eae65d2bad11d8d_184)] [added: 15.](#i0869b2d4870340659ebb0903c9776fc8_187)] | | | [Exhibits and Financial Statement [removed: Schedules](#ice9aea6cc7c744af9eae65d2bad11d8d_184)] [added: Schedules](#i0869b2d4870340659ebb0903c9776fc8_187)] | | | [removed: [65](#ice9aea6cc7c744af9eae65d2bad11d8d_184)] [added: [70](#i0869b2d4870340659ebb0903c9776fc8_187)] | | |
| [Item [removed: 16.](#ice9aea6cc7c744af9eae65d2bad11d8d_178)] [added: 16.](#i0869b2d4870340659ebb0903c9776fc8_181)] | | | [Form 10-K [removed: Summary](#ice9aea6cc7c744af9eae65d2bad11d8d_184)] [added: Summary](#i0869b2d4870340659ebb0903c9776fc8_187)] | | | [removed: [67](#ice9aea6cc7c744af9eae65d2bad11d8d_187)] [added: [72](#i0869b2d4870340659ebb0903c9776fc8_190)] | | |
| [Part I](#i0869b2d4870340659ebb0903c9776fc8_10) | | | | | | | | |
| [Part II](#i0869b2d4870340659ebb0903c9776fc8_34) | | | | | | | | |
| [Part III](#i0869b2d4870340659ebb0903c9776fc8_166) | | | | | | | | |
| [Part IV](#i0869b2d4870340659ebb0903c9776fc8_184) | | | | | | | | |
| [Part I](#ice9aea6cc7c744af9eae65d2bad11d8d_10) | | | | | | | | |
| [Part II](#ice9aea6cc7c744af9eae65d2bad11d8d_34) | | | | | | | | |
| [Part III](#ice9aea6cc7c744af9eae65d2bad11d8d_163) | | | | | | | | |
| [Part IV](#ice9aea6cc7c744af9eae65d2bad11d8d_181) | | | | | | | | |
Item 1B. Unresolved Staff Comments
0 rewritten, 1 added, 1 removed, 1 unchanged
17
13
Item 1C. Cybersecurity
6 rewritten, 1 added, 1 removed, 34 unchanged
We have a cross-departmental approach to addressing cybersecurity risk, including input from [removed: employees] [added: employee-partners] and our Board of Directors (the Board).
Our CISO has over twenty-five years of IT and cybersecurity experience, has served over fifteen years in various cybersecurity management roles, and has various [removed: industry related] [added: 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.
Further, we conduct periodic external penetration [removed: 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 cybersecurity program that is designed to protect our investors, customers, [removed: employees,] [added: employee-partners,] vendors and intellectual property.
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 [removed: intrusions, including malware and computer virus attacks.][added: intrusions.]
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 [removed: Operations](#ice9aea6cc7c744af9eae65d2bad11d8d_16).][added: Operations](#i0869b2d4870340659ebb0903c9776fc8_16).]
18
14
Item 2. Properties
5 rewritten, 2 added, 3 removed, 24 unchanged
Cintas occupies [removed: 490] [added: 496] facilities located in [removed: 341] [added: 346] cities.
Cintas leases [removed: 255] [added: 261] of these facilities for various terms ranging from monthly to the year 2039.
Cintas owns or leases approximately [removed: 22,900] [added: 24,500] vehicles which are used for [removed: the] route-based services and by the sales and management employee-partners.
| Rental Branches | | | [removed: 142] [added: 143] | | |
| First Aid and Safety Facilities | | | [removed: 67] [added: 72] | | |
| Total | | | 496 | | |
19
Of the five manufacturing facilities noted below, all but one are owned by Cintas.
| Total | | | 490 | | |
15
Item 4. Mine Safety Disclosures
0 rewritten, 1 added, 1 removed, 2 unchanged
20
16
Item 5. Market for Registrant's Common Equity,
15 rewritten, 12 added, 12 removed, 33 unchanged
Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." At May 31, [removed: 2025,] [added: 2026,] there were approximately [removed: 1,200] [added: 1,100] shareholders of record of Cintas' common stock.
Cintas believes that this represents approximately [removed: 1.1] [added: 1.0] million beneficial owners.
Our Board [removed: of Directors] declared the following dividends during the fiscal years ended May 31:
| [removed: 2025] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) The dividends declared on April [removed: 8, 2025] [added: 14, 2026] and April [removed: 9, 2024,] [added: 8, 2025,] were included in current accrued liabilities on the consolidated balance sheets at May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.
][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas-20260531_g2.jpg)]
(1) On July [removed: 26, 2022,] [added: 23, 2024,] we announced that the Board authorized a $1.0 billion share buyback [removed: program,] [added: program] which does not have an expiration date.
From the inception of the July [removed: 26, 2022] [added: 23, 2024] share buyback program through May 31, [removed: 2025,] [added: 2026,] Cintas purchased a total of [removed: 4.1] [added: 2.7] million shares of Cintas common stock at an average price of [removed: $178.20] [added: $191.29] per share for a total purchase price of [removed: $736.4] [added: $514.2] million.
On [removed: July 23, 2024,] [added: October 28, 2025,] Cintas announced that the Board authorized a new $1.0 billion share buyback program, which does not have an expiration date.
(2) During March [removed: 2025,] [added: 2026,] Cintas acquired [removed: 85,454] [added: 42,253] shares of Cintas common stock in satisfaction of 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: $202.80] [added: $185.42] per share for a total purchase price of [removed: $17.3] [added: $7.8] million.
(3) During April [removed: 2025,] [added: 2026,] Cintas acquired [removed: 88,365] [added: 18,089] shares of Cintas common stock in satisfaction of 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: $204.57] [added: $175.34] per share for a total purchase price of [removed: $18.1] [added: $3.2] million.
(4) During May [removed: 2025,] [added: 2026,] Cintas acquired [removed: 71,376] [added: 15,153] shares of Cintas common stock in satisfaction of 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: $217.88] [added: $169.89] per share for a total purchase price of [removed: $15.6] [added: $2.6] million.
| 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 29, 2025 | | | | | | August 15, 2025 | | | | | | September 15, 2025 | | | | | | $ | 0.45 | | | | | $ | 182.3 | |
| October 28, 2025 | | | | | | November 14, 2025 | | | | | | December 15, 2025 | | | | | | 0.45 | | | | | | 180.8 | | |
| January 20, 2026 | | | | | | February 13, 2026 | | | | | | March 13, 2026 | | | | | | 0.45 | | | | | | 180.6 | | |
| April 14, 2026 (1) | | | | | | May 15, 2026 | | | | | | June 15, 2026 | | | | | | 0.45 | | | | | | 180.7 | | |
| Total | | | | | | | | | | | | | | | | | | $ | 1.80 | | | | | $ | 724.4 | |
21
| March 1 - 31, 2026 (2) | | | 42,253 | | | | | | $ | 185.42 | | | | | — | | | | | | $ | 1,491.1 | |
| April 1 - 30, 2026 (3) | | | 18,089 | | | | | | $ | 175.34 | | | | | — | | | | | | $ | 1,491.1 | |
| May 1 - 31, 2026 (4) | | | 15,153 | | | | | | $ | 169.89 | | | | | — | | | | | | $ | 1,485.8 | |
| Total | | | 75,495 | | | | | | $ | 179.89 | | | | | — | | | | | | $ | 1,485.8 | |
There were no share buybacks under the October 28, 2025 share buyback program through May 31, 2026.
| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 25, 2023 | | | | | | August 15, 2023 | | | | | | September 15, 2023 | | | | | | $ | 0.3375 | | | | | $ | 138.2 | |
| October 24, 2023 | | | | | | November 15, 2023 | | | | | | December 15, 2023 | | | | | | 0.3375 | | | | | | 137.5 | | |
| January 16, 2024 | | | | | | February 15, 2024 | | | | | | March 15, 2024 | | | | | | 0.3375 | | | | | | 137.6 | | |
| April 9, 2024 (1) | | | | | | May 15, 2024 | | | | | | June 14, 2024 | | | | | | 0.3375 | | | | | | 137.6 | | |
| Total | | | | | | | | | | | | | | | | | | $ | 1.3500 | | | | | $ | 550.9 | |
17
| March 1 - 31, 2025 (2) | | | 85,454 | | | | | | $ | 202.80 | | | | | — | | | | | | $ | 1,469.3 | |
| April 1 - 30, 2025 (3) | | | 1,150,573 | | | | | | $ | 194.50 | | | | | 1,062,208 | | | | | | $ | 1,263.6 | |
| May 1 - 31, 2025 (4) | | | 71,376 | | | | | | $ | 217.88 | | | | | — | | | | | | $ | 1,263.6 | |
| Total | | | 1,307,403 | | | | | | $ | 196.32 | | | | | 1,062,208 | | | | | | $ | 1,263.6 | |
Cintas has made no purchases under the July 23, 2024 share buyback program.
Item 6. [Reserved]
0 rewritten, 1 added, 1 removed, 0 unchanged
22
18
Item 8. Financial Statements and Supplementary Data
347 rewritten, 168 added, 106 removed, 722 unchanged
Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023][added: 2024]
| [Management's Report on Internal Control over Financial [removed: Reporting](#ice9aea6cc7c744af9eae65d2bad11d8d_76)] [added: Reporting](#i0869b2d4870340659ebb0903c9776fc8_76)] | | | [removed: [31](#ice9aea6cc7c744af9eae65d2bad11d8d_76)] [added: [35](#i0869b2d4870340659ebb0903c9776fc8_76)] | | |
| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ice9aea6cc7c744af9eae65d2bad11d8d_79) 42[)](#ice9aea6cc7c744af9eae65d2bad11d8d_79)] [added: ID](#i0869b2d4870340659ebb0903c9776fc8_79) 42[)](#i0869b2d4870340659ebb0903c9776fc8_79)] | | | [removed: [32](#ice9aea6cc7c744af9eae65d2bad11d8d_79)] [added: [36](#i0869b2d4870340659ebb0903c9776fc8_79)] | | |
| [Consolidated Statements of [removed: Income](#ice9aea6cc7c744af9eae65d2bad11d8d_82)] [added: Income](#i0869b2d4870340659ebb0903c9776fc8_82)] | | | [removed: [35](#ice9aea6cc7c744af9eae65d2bad11d8d_82)] [added: [39](#i0869b2d4870340659ebb0903c9776fc8_82)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ice9aea6cc7c744af9eae65d2bad11d8d_85)] [added: Income](#i0869b2d4870340659ebb0903c9776fc8_85)] | | | [removed: [36](#ice9aea6cc7c744af9eae65d2bad11d8d_85)] [added: [40](#i0869b2d4870340659ebb0903c9776fc8_85)] | | |
| [Consolidated Balance [removed: Sheets](#ice9aea6cc7c744af9eae65d2bad11d8d_88)] [added: Sheets](#i0869b2d4870340659ebb0903c9776fc8_88)] | | | [removed: [37](#ice9aea6cc7c744af9eae65d2bad11d8d_88)] [added: [41](#i0869b2d4870340659ebb0903c9776fc8_88)] | | |
| [Consolidated Statements of Shareholders' [removed: Equity](#ice9aea6cc7c744af9eae65d2bad11d8d_91)] [added: Equity](#i0869b2d4870340659ebb0903c9776fc8_91)] | | | [removed: [38](#ice9aea6cc7c744af9eae65d2bad11d8d_91)] [added: [42](#i0869b2d4870340659ebb0903c9776fc8_91)] | | |
| [Consolidated Statements of Cash [removed: Flows](#ice9aea6cc7c744af9eae65d2bad11d8d_94)] [added: Flows](#i0869b2d4870340659ebb0903c9776fc8_94)] | | | [removed: [39](#ice9aea6cc7c744af9eae65d2bad11d8d_94)] [added: [43](#i0869b2d4870340659ebb0903c9776fc8_94)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ice9aea6cc7c744af9eae65d2bad11d8d_97)] [added: Statements](#i0869b2d4870340659ebb0903c9776fc8_97)] | | | [removed: [40](#ice9aea6cc7c744af9eae65d2bad11d8d_97)] [added: [44](#i0869b2d4870340659ebb0903c9776fc8_97)] | | |
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: 2025.][added: 2026.]
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2025,] [added: 2026,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
We have audited the accompanying consolidated balance sheets of Cintas Corporation (the Company) as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 28, 2025] [added: 29, 2026] expressed an unqualified opinion thereon.
| | | | Valuation of [removed: Insurance Reserves] [added: insurance reserve] | | |
| *Description of the Matter* | | | At May 31, [removed: 2025,] [added: 2026,] the Company's insurance reserve was [removed: $208.0] [added: $218.5] million. As described in [Note [removed: 1](#ice9aea6cc7c744af9eae65d2bad11d8d_100)] [added: 1](#i0869b2d4870340659ebb0903c9776fc8_100)] to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted [added: claims] (incurred but not reported) [removed: 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 [added: with the assistance of third-party actuarial specialists, of the insurance industry] and by using industry assumptions, adjusted for [removed: Company] specific expectations based on [added: the Company’s] 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. | | |
[added: On] July [removed: 28, 2025][added: 23,]
We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated July [removed: 28, 2025] [added: 29, 2026] expressed an unqualified opinion thereon.
| (In thousands except per share data) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Uniform rental and facility services | | | $ | [removed: 7,976,073] [added: 8,621,624] | | | | | $ | [removed: 7,465,199] [added: 7,976,073] | | | | | $ | [removed: 6,897,130] [added: 7,465,199] | |
| Other | | | [removed: 2,364,108] [added: 2,643,137] | | | | | | [removed: 2,131,416] [added: 2,364,108] | | | | | | [removed: 1,918,639] [added: 2,131,416] | | |
| Total revenue | | | [removed: 10,340,181] [added: 11,264,761] | | | | | | [removed: 9,596,615] [added: 10,340,181] | | | | | | [removed: 8,815,769] [added: 9,596,615] | | |
| Cost of uniform rental and facility services | | | [removed: 4,040,888] [added: 4,312,097] | | | | | | [removed: 3,865,071] [added: 4,040,888] | | | | | | [removed: 3,632,175] [added: 3,865,071] | | |
| Cost of other | | | [removed: 1,125,129] [added: 1,244,871] | | | | | | [removed: 1,045,128] [added: 1,125,129] | | | | | | [removed: 1,010,226] [added: 1,045,128] | | |
| Selling and administrative expenses | | | [removed: 2,814,438] [added: 3,086,145] | | | | | | [removed: 2,617,783] [added: 2,814,438] | | | | | | [removed: 2,370,704] [added: 2,617,783] | | |
| Operating income | | | [removed: 2,359,726] [added: 2,606,512] | | | | | | [removed: 2,068,633] [added: 2,359,726] | | | | | | [removed: 1,802,664] [added: 2,068,633] | | |
| Interest income | | | [removed: (5,584)] [added: (5,107)] | | | | | | [removed: (5,742)] [added: (5,584)] | | | | | | [removed: (1,716)] [added: (5,742)] | | |
| Interest expense | | | [removed: 101,108] [added: 106,285] | | | | | | [removed: 100,740] [added: 101,108] | | | | | | [removed: 111,232] [added: 100,740] | | |
| Income before income taxes | | | [removed: 2,264,202] [added: 2,505,334] | | | | | | [removed: 1,973,635] [added: 2,264,202] | | | | | | [removed: 1,693,148] [added: 1,973,635] | | |
| Income taxes | | | [removed: 451,921] [added: 505,366] | | | | | | [removed: 402,043] [added: 451,921] | | | | | | [removed: 345,138] [added: 402,043] | | |
| Net income | | | $ | [removed: 1,812,281] [added: 1,999,968] | | | | | $ | [removed: 1,571,592] [added: 1,812,281] | | | | | $ | [removed: 1,348,010] [added: 1,571,592] | |
| Basic earnings per share | | | $ | [removed: 4.48] [added: 4.97] | | | | | $ | [removed: 3.85] [added: 4.48] | | | | | $ | [removed: 3.30] [added: 3.85] | |
| Diluted earnings per share | | | $ | [removed: 4.40] [added: 4.91] | | | | | $ | [removed: 3.79] [added: 4.40] | | | | | $ | [removed: 3.25] [added: 3.79] | |
| Dividends declared and paid per share | | | $ | [removed: 1.56] [added: 1.80] | | | | | $ | [removed: 1.35] [added: 1.56] | | | | | $ | [removed: 1.15] [added: 1.35] | |
| (In thousands) | | | [removed: 2025] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Foreign currency translation adjustments | | | [removed: (7,441)] [added: (2,626)] | | | | | | [removed: (1,291)] [added: (7,441)] | | | | | | [removed: (34,007)] [added: (1,291)] | | |
| Change in fair value of interest rate lock agreements, net of tax expense of [removed: $1,969, $6,217] [added: $1,767, $1,969] and [removed: $3,461,] [added: $6,217,] respectively | | | [removed: 5,752] [added: 5,163] | | | | | | [removed: 18,163] [added: 5,752] | | | | | | [removed: 10,111] [added: 18,163] | | |
| Amortization of interest rate lock agreements, net of tax benefit of $(2,052), [removed: $(2,014)] [added: $(2,052)] and [removed: $(2,049),] [added: $(2,014),] respectively | | | (6,092) | | | | | | [removed: (5,984)] [added: (6,092)] | | | | | | [removed: (6,085)] [added: (5,984)] | | |
July 29, 2026
July 29, 2026
| UniFirst Corporation transaction expenses | | | 15,136 | | | | | | — | | | | | | — | | |
| Net income | | | $ | 1,999,968 | | | | | $ | 1,812,281 | | | | | $ | 1,571,592 | |
| | | | $ | 10,529,140 | | | | | $ | 9,825,241 | |
| | | | $ | 10,529,140 | | | | | $ | 9,825,241 | |
| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,999,968 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,999,968 | | |
| Dividends | | | — | | | | | | — | | | | | | | | | | | | (724,420) | | | | | | — | | | | | | — | | | | | | — | | | | | | (724,420) | | |
| Stock options exercised | | | 2,054 | | | | | | 129,574 | | | | | | | | | | | | — | | | | | | — | | | | | | (613) | | | | | | (125,766) | | | | | | 3,808 | | |
| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (4,789) | | | | | | (952,104) | | | | | | (952,104) | | |
| Balance at May 31, 2026 | | | 779,537 | | | | | | $ | 2,851,129 | | | | | | | | | | | $ | 13,073,999 | | | | | $ | 84,467 | | | | | (379,390) | | | | | | $ | (10,869,708) | | | | | $ | 5,139,887 | |
| Net income | | | $ | 1,999,968 | | | | | $ | 1,812,281 | | | | | $ | 1,571,592 | |
On March 10, 2026, the Company entered into an Agreement and Plan of Merger (Merger Agreement) pursuant to which the Company will acquire all outstanding shares of UniFirst Corporation (UniFirst).
This transaction between Cintas and UniFirst is referred to herein as the "Transaction." UniFirst is a North American company in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services.
In connection with the Transaction, under the terms of the Merger Agreement, Cintas will acquire all the outstanding shares of UniFirst in a transaction valued at approximately $5.5 billion.
Each share of UniFirst common stock will be converted into the right to receive $155.00 in cash and 0.7720 shares of validly issued, fully paid and non-assessable Cintas common stock, with no par value (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any applicable withholding taxes.
In conjunction with the Transaction, during the fiscal year ended May 31, 2026, we incurred $16.1 million in transaction expenses related to the potential acquisition of UniFirst for legal and professional services, regulatory fees and financing fees.
Of the $16.1 million, $15.1 million was recorded in selling and administrative expenses, and $1.0 million was recorded in interest expense, on the consolidated statements of income.
A portion of these expenses are non-deductible for income tax purposes once the merger (Merger) has been executed.
No transaction expenses were incurred during the fiscal year ended May 31, 2025.
The completion of the Merger is subject to certain conditions, including, without limitation: the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the obtaining of certain regulatory approvals; the absence of an injunction or law prohibiting the Merger; the accuracy of the parties' respective representations and warranties; and the compliance by the Company and UniFirst with their respective covenants and agreements.
The Transaction has not closed as of the date of the filing of this Form 10-K.
We expect the Transaction to close in the second half of calendar 2026.
The Company’s results are
| | | | $ | 446,435 | | | | | $ | 447,408 | |
As permitted by
| (In thousands) | | | 2026 | | | | | | 2025 | | |
| | | | $ | 889,198 | | | | | $ | 875,077 | |
These valuations reflect the terms of the Pension Plan and use participant-
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
The Company adopted the standard on a prospective basis for the year ended May 31, 2026.
Refer to [Note 8](#i0869b2d4870340659ebb0903c9776fc8_124) entitled Income Taxes for further details.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): *Targeted Improvements to the Accounting for Internal-Use Software* (ASU 2025-06), which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software.
The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.
ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (fiscal 2029) and for interim periods within those annual reporting periods, with early adoption permitted.
| | | | 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 289,018 | | | | | $ | — | | | | | $ | — | | | | | $ | 289,018 | | | | | | | | $ | 263,973 | | | | | $ | — | | | | | $ | — | | | | | $ | 263,973 | |
| Prepaid expenses and other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest rate lock agreements | | | — | | | | | | 109,480 | | | | | | — | | | | | | 109,480 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
See [Note 9](#i0869b2d4870340659ebb0903c9776fc8_127) entitled Acquisitions.
30
31
32
33
| | | | $ | 9,825,241 | | | | | $ | 9,168,817 | |
| Balance at June 1, 2022 | | | 763,352 | | | | | | $ | 1,771,917 | | | | | | | | | | | $ | 8,719,163 | | | | | $ | 107,917 | | | | | (356,507) | | | | | | $ | (7,290,801) | | | | | $ | 3,308,196 | |
| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,348,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,348,010 | | |
| Dividends | | | — | | | | | | — | | | | | | | | | | | | (469,858) | | | | | | — | | | | | | — | | | | | | — | | | | | | (469,858) | | |
| Stock options exercised | | | 4,298 | | | | | | 156,004 | | | | | | | | | | | | — | | | | | | — | | | | | | (1,440) | | | | | | (152,983) | | | | | | 3,021 | | |
| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (3,920) | | | | | | (398,865) | | | | | | (398,865) | | |
| Payments of commercial paper, net | | | — | | | | | | — | | | | | | (261,200) | | |
| Cash and cash equivalents at end of year | | | $ | 263,973 | | | | | $ | 342,015 | | | | | $ | 124,149 | |
The Company's remaining revenue, primarily within the Uniform Direct Sales operating segment, and representing approximately 5% of the Company's total revenue, is recognized when the obligations under the terms of a contract with a customer are satisfied.
This generally occurs when the goods are transferred to the customer.
Certain of our customer contracts include pricing terms and conditions that include components of variable consideration.
The variable consideration is typically in the form of consideration paid to a customer based on performance metrics specified within the contract and is not material in any period presented.
When determining if variable consideration should be constrained, the Company considers whether factors outside its control could result in a significant reversal of
revenue.
In making these assessments, the Company considers the likelihood and magnitude of a potential reversal.
No constraints on our revenue recognition were applied during the fiscal years ended May 31, 2025, 2024 or 2023.
| | | | $ | 447,408 | | | | | $ | 410,201 | |
These factors are
| | | | $ | 875,077 | | | | | $ | 761,283 | |
In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
See [Note 15](#ice9aea6cc7c744af9eae65d2bad11d8d_148) entitled Litigation and Other Contingencies for a detailed discussion of such additional litigation.
Reclassification of prior year presentation. Certain prior year amounts have been reclassified for consistency with the current year presentation.
These reclassifications had no effect on the Company's reported results of operations.
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 that are regularly provided to the CODM and other items of an entity’s reportable operating segments.
Early adoption is permitted.
This standard was adopted by Cintas on May 31, 2025 and did not have a material impact on the Company's consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 4,494,615 | | | | | | 4,116,244 | | |
Included in construction in progress at May 31, 2025 and 2024, were $50.5 million and $39.0 million,
| Balance at June 1, 2023 | | | $ | 2,636,607 | | | | | $ | 292,868 | | | | | $ | 126,726 | | | | | $ | 3,056,201 | |
| Goodwill acquired | | | 137,888 | | | | | | 962 | | | | | | 18,389 | | | | | | 157,239 | | |
| Balance at June 1, 2023 | | | $ | 310,030 | | | | | $ | 21,157 | | | | | $ | 15,387 | | | | | $ | 346,574 | |
| Service contracts acquired | | | 25,430 | | | | | | 290 | | | | | | 3,696 | | | | | | 29,416 | | |
| Service contracts amortization | | | (44,932) | | | | | | (5,254) | | | | | | (3,882) | | | | | | (54,068) | | |
| 2026 | | | | | | $ | 155,449 | |
An excerpt. Shown here: 40 of 347 rewritten, 40 of 168 added and 40 of 106 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2026 filing and the FY2025 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 2 unchanged
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: 2025.][added: 2026.]
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: 2025,] [added: 2026,] 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](#ice9aea6cc7c744af9eae65d2bad11d8d_73)] [added: 8](#i0869b2d4870340659ebb0903c9776fc8_73)] 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: 2025,] [added: 2026,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Item 9C. Disclosure Regarding
0 rewritten, 1 added, 1 removed, 3 unchanged
68
63
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2025] [added: 2026] 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).
Item 12. Security Ownership of Certain Beneficial
2 rewritten, 2 added, 2 removed, 7 unchanged
The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2025.][added: 2026.]
(1) Excludes [removed: 2,037,001] [added: 1,878,501] unvested restricted stock units.
| Equity compensation plans approved by shareholders | | | 11,505,449 | | | | | | $ | 116.58 | | | | | 17,978,505 | | |
| Total | | | 11,505,449 | | | | | | $ | 116.58 | | | | | 17,978,505 | | |
| Equity compensation plans approved by shareholders | | | 12,678,487 | | | | | | $ | 103.72 | | | | | 19,246,017 | | |
| Total | | | 12,678,487 | | | | | | $ | 103.72 | | | | | 19,246,017 | | |
Item 14. Principal Accountant Fees and Services
0 rewritten, 1 added, 1 removed, 2 unchanged
69
64
Item 15. Exhibits and Financial Statement Schedules
18 rewritten, 4 added, 2 removed, 87 unchanged
| | | | | | | For each of the three years in the period ended May 31, [removed: 2025.] [added: 2026.] | | |
| | | | | | | [Schedule II: Valuation and Qualifying Accounts and [removed: Reserves.](#ice9aea6cc7c744af9eae65d2bad11d8d_193)] [added: Reserves.](#i0869b2d4870340659ebb0903c9776fc8_196)] | | |
| | | | | | | 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](#ice9aea6cc7c744af9eae65d2bad11d8d_73)] [added: Statements](#i0869b2d4870340659ebb0903c9776fc8_73)] or [removed: [Notes](#ice9aea6cc7c744af9eae65d2bad11d8d_97)] [added: [Notes](#i0869b2d4870340659ebb0903c9776fc8_97)] thereto. | | |
| [3.1](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm) | | | | | | [Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to Cintas' Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm) [August](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm) [3](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)[1](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)[, 202](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)[4](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)[).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)] [added: ended August 31, 2024).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000053/exhibit31-cintascorparticl.htm)] | | |
| [4.7](https://www.sec.gov/Archives/edgar/data/723254/000119312525111637/d945447dex41.htm) | | | | | | [Form of 4.200% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K [removed: file](https://www.sec.gov/Archives/edgar/data/723254/000119312525111637/d945447dex41.htm)[d](https://www.sec.gov/Archives/edgar/data/723254/000119312525111637/d945447dex41.htm) [May] [added: filed May] 2, 2025)](https://www.sec.gov/Archives/edgar/data/723254/000119312525111637/d945447dex41.htm). | | |
| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/723254/000072325426000010/0000723254-26-000010-index.html)] | | | | | | [removed: [Third Amended and Restated Credit] [added: [Credit] Agreement, dated as of March [removed: 23, 2022,] [added: 27, 2026,] among Cintas [removed: Corp No. 2,] [added: Corporation No.2,] the Lenders party thereto and KeyBank National Association, as Administrative [removed: Agent] [added: Agent.] (Incorporated by reference to [removed: Exhibit 10.1 to Cintas'] [added: Cintas’] Current Report on Form 8-K [removed: filed on] [added: dated] March [removed: 23, 2022).](https://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] [added: 31, 2026)](https://www.sec.gov/Archives/edgar/data/723254/000072325426000010/exhibit101creditagreement3.htm).] | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[0](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)] | | | * | | | [Cintas [removed: Corporat](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[ion](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm) [2016] [added: Corporation 2016] Amended and Restated Equity and Incentive [removed: Comp](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[ensation] [added: Compensation] Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[,] [added: restated,] effective as of October 29, 2024 [removed: (Incorp](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[or](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[ated] [added: (Incorporated] by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K [removed: fil](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[ed] [added: filed] November 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)[).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000055/ex101amendedandrestated201.htm)] | | |
| [19](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm) | | | | | | [Cintas Corporation Insider Trading Policy (Incorporated by reference to Exhibit 97 to Cintas' Annual [removed: Report on] [added: Report](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm) [on] Form 10-K for the year ended May 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm)[4](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm)[).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit19-insidertradingpo.htm)] | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/exhibit21-subsidiaries2025.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/exhibit21-subsidiaries2026.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/exhibit21-subsidiaries2025.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/exhibit21-subsidiaries2026.htm)] | | |
| [removed: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/exhibit22-subsidiaryguaran.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/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/723254/000072325425000017/exhibit22-subsidiaryguaran.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/exhibit22-subsidiaryguaran.htm)] | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/exhibit23-consentofey2025.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/exhibit23-consentofey2026.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/exhibit23-consentofey2025.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/exhibit23-consentofey2026.htm)] | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex311.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/723254/000072325425000017/ctas10k2025ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex311.htm)] | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex312.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/723254/000072325425000017/ctas10k2025ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex312.htm)] | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex321.htm)] | | | # | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex321.htm)] | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex322.htm)] | | | # | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325425000017/ctas10k2025ex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325426000028/ctas10k2026ex322.htm)] | | |
| [97](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm) | | | | | | [Cintas Corporation Compensation Recoupment [removed: Polic](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm)[y (In](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm)[corporated] [added: Policy (Incorporated] by reference to Exhibit 97 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/723254/000072325424000036/exhibit97-compensationreco.htm) | | |
| 101 | | | | | | The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2025,] [added: 2026,] 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. | | |
| 104 | | | | | | The cover page from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2025,] [added: 2026,] formatted in Inline XBRL (included as Exhibit 101). | | |
| [2.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000723254/000095010326003567/dp243132_8k.htm) | | | | | | [Agreement and Plan of Merger, among Cintas Corporation, UniFirst Corporation, Bruin Merger Sub I, Inc., and Bruin Merger Sub II, LLC, dated March 10, 2026 (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 11, 2026.)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000723254/000095010326003567/dp243132_8k.htm) | | |
70
71
| | | | | | | | | |
65
66
Item 16. Form 10-K Summary
8 rewritten, 4 added, 4 removed, 35 unchanged
DATE SIGNED: July [removed: 28, 2025][added: 29, 2026]
| /s/ | | | Todd M. Schneider Todd M. Schneider | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| /s/ | | | Scott D. Farmer Scott D. Farmer | | | | | | Executive Chairman of the Board of Directors | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| /s/ | | | Ronald W. Tysoe Ronald W. Tysoe | | | | | | Director | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| /s/ | | | Karen L. Carnahan Karen L. Carnahan | | | | | | Director | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| /s/ | | | Martin Mucci Martin Mucci | | | | | | Director | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| /s/ | | | Scott A. Garula Scott A. Garula | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | July [removed: 28, 2025] [added: 29, 2026] | | |
| [removed: May] [added: May] 31, [removed: 2025] [added: 2025] | | | $ | 17,914 | | | | | $ | 69,338 | | | | | $ | 60,895 | | | | | $ | 26,357 | |
72
73
| May 31, 2026 | | | $ | 26,357 | | | | | $ | 81,238 | | | | | $ | 75,947 | | | | | $ | 31,648 | |
74
67
68
| May 31, 2023 | | | $ | 12,918 | | | | | $ | 40,817 | | | | | $ | 38,809 | | | | | $ | 14,926 | |
69