filings.toolsCintas 10-Q 2026-08-31
CTAS · CIK 723254 · Form 10-Q · Period ended August 31, 2026 · Filed October 7, 2026
7 sections, 149K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended | August 31, 2026 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from to |
Commission file number 0-11399
Cintas Corporation
(Exact name of registrant as specified in its charter)
| Washington | 31-1188630 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| 6800 Cintas Boulevard | |||||||||||
| P.O. Box 625737 | |||||||||||
| Cincinnati, | Ohio | 45262-5737 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (513) 459-1200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, no par value | CTAS | The NASDAQ Stock Market LLC | ||||||||||||
| (NASDAQ Global Select Market) |
Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☑ Accelerated Filer ☐ Non-Accelerated Filer ☐
Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding September 30, 2026 | |||||||
| Common Stock, no par value | 397,075,093 |
CINTAS CORPORATION
TABLE OF CONTENTS
Part I. Financial Information
Item 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands except per share data) | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Uniform rental and facility services | $ | 2,294,736 | $ | 2,091,066 | ||||||||||||||||||||||
| Other | 719,245 | 627,056 | ||||||||||||||||||||||||
| Total revenue | 3,013,981 | 2,718,122 | ||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Cost of uniform rental and facility services | 1,128,884 | 1,052,553 | ||||||||||||||||||||||||
| Cost of other | 331,554 | 299,008 | ||||||||||||||||||||||||
| Selling and administrative expenses | 827,244 | 748,702 | ||||||||||||||||||||||||
| UniFirst Corporation transaction expenses | 14,412 | — | ||||||||||||||||||||||||
| Operating income | 711,887 | 617,859 | ||||||||||||||||||||||||
| Interest income | (2,649) | (2,209) | ||||||||||||||||||||||||
| Interest expense | 24,706 | 24,161 | ||||||||||||||||||||||||
| Income before income taxes | 689,830 | 595,907 | ||||||||||||||||||||||||
| Income taxes | 138,119 | 104,767 | ||||||||||||||||||||||||
| Net income | $ | 551,711 | $ | 491,140 | ||||||||||||||||||||||
| Basic earnings per share | $ | 1.37 | $ | 1.21 | ||||||||||||||||||||||
| Diluted earnings per share | $ | 1.36 | $ | 1.20 | ||||||||||||||||||||||
| Dividends declared per share | $ | 0.52 | $ | 0.45 |
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands) | August 31, 2026 | August 31, 2025 | ||||||||||||||||||||||||
| Net income | $ | 551,711 | $ | 491,140 | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | (787) | (325) | ||||||||||||||||||||||||
| Change in fair value of interest rate lock agreements, net of tax expense (benefit) of $2,933 and $(908), respectively | 8,568 | (2,652) | ||||||||||||||||||||||||
| Amortization of interest rate lock agreements, net of tax benefit of $(513) and $(513), respectively | (1,523) | (1,523) | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax expense (benefit) of $2,420 and $(1,421), respectively | 6,258 | (4,500) | ||||||||||||||||||||||||
| Comprehensive income | $ | 557,969 | $ | 486,640 |
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
| (In thousands) | August 31, 2026 | May 31, 2026 | |||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 243,599 | $ | 289,018 | |||||||
| Accounts receivable, net | 1,587,573 | 1,555,190 | |||||||||
| Inventories, net | 433,286 | 446,435 | |||||||||
| Uniforms and other rental items in service | 1,309,995 | 1,276,174 | |||||||||
| Prepaid expenses and other current assets | 357,292 | 286,225 | |||||||||
| Total current assets | 3,931,745 | 3,853,042 | |||||||||
| Property and equipment, net | 1,768,378 | 1,740,501 | |||||||||
| Investments | 448,875 | 438,662 | |||||||||
| Goodwill | 3,548,696 | 3,544,212 | |||||||||
| Service contracts, net | 272,972 | 287,869 | |||||||||
| Operating lease right-of-use assets, net | 274,590 | 271,088 | |||||||||
| Other assets, net | 407,479 | 393,766 | |||||||||
| $ | 10,652,735 | $ | 10,529,140 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 506,502 | $ | 461,157 | |||||||
| Accrued compensation and related liabilities | 159,159 | 237,042 | |||||||||
| Accrued liabilities | 841,215 | 889,198 | |||||||||
| Income taxes, current | 140,129 | 44,070 | |||||||||
| Operating lease liabilities, current |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Strategy
Cintas helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as Canada and Latin America, get READY**™** to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best. With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm testing, Cintas helps customers get Ready for the Workday®.
We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, first aid and safety services, and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include market segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all its products and services to prospects in all market segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion. Finally, we evaluate strategic acquisitions as opportunities arise.
Results of Operations
Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services, as well as workplace water services. The remainder of Cintas’ business, which consists of the Fire Protection Services operating segment and the Uniform Direct Sales operating segment, is included in All Other. These operating segments consist of fire protection products and services and the direct sale of uniforms and related items. Cintas evaluates operating segment performance based on revenue and operating income. Revenue and operating income for the three months ended August 31, 2026 and 2025, for the two reportable operating segments and All Other are presented in Note 10 entitled Segment Information of “Notes to Consolidated Condensed 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.
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) common stock. 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. 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. The completion of the Transaction 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 Transaction; 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-Q. On June 11, 2026, each of Cintas and UniFirst received a request for additional information and documentary material (the Second Request) from the U.S. Federal Trade Commission (the FTC) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. On October 2, 2026, each of Cintas and UniFirst certified to the FTC that it has substantially complied with the Second Request. On October 2, 2026, Cintas and UniFirst entered into a timing agreement with the FTC pursuant to which Cintas and UniFirst agreed, among other things, not to consummate the Transaction prior to December 11, 2026 unless they have received written notice from the FTC prior to such date that the FTC has closed its investigation of the Transaction. Cintas expects that the Transaction will close prior to the end of calendar year 2026, subject to the satisfaction or waiver of customary closing conditions.
Consolidated Results
Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025
Total revenue increased 10.9% to $3,014.0 million for the three months ended August 31, 2026, compared to $2,718.1 million for the three months ended August 31, 2025. The organic revenue growth rate, which adjusts for the impact of acquisitions, workday differences and foreign currency exchange rate fluctuations, was 8.9%. Revenue growth was positively impacted by 0.4% due to acquisitions, positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025, and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
Uniform Rental and Facility Services reportable operating segment revenue was $2,294.7 million for the three months ended August 31, 2026, compared to $2,091.1 million for the three months ended August 31, 2025, which was an increase of 9.7%. The organic revenue growth rate for this reportable operating segment was 8.0%. Revenue growth in the Uniform Rental and Facility Services reportable operating segment was positively impacted by 0.2% due to acquisitions, positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025, and negatively impacted by 0.2% due to foreign currency exchange rate fluctuations. Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 14.7% for the three months ended August 31, 2026, compared to the three months ended August 31, 2025, from $627.1 million to $719.2 million. The organic revenue growth rate for other revenue was 11.9%. Revenue growth was positively impacted by 1.1% due to acquisitions and positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025.
Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in-service inventory, including uniforms, mats, shop towels and other ancillary items. Cost of uniform rental and facility services increased $76.3 million, or 7.3%, for the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.3% for the three months ended August 31, 2025, to 49.2% for the three months ended August 31, 2026. This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, uniforms and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other increased $32.5 million, or 10.9%, for the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Cost of other improved as a percent of revenue, decreasing from 47.7% for three months ended August 31, 2025, to 46.1% for the three months ended August 31, 2026. The improvement in cost of sales as a percent of revenue was primarily due to sourcing and productivity initiatives and a favorable sales mix.
Selling and administrative expenses increased $78.5 million, or 10.5%, in the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Selling and administrative expenses as a percent of revenue were 27.4% for the three months ended August 31, 2026, compared to 27.5% for the three months ended August 31, 2025.
As a result of the pending Transaction with UniFirst, the Company incurred $15.7 million in transaction expenses during the three months ended August 31, 2026, which relate primarily to legal services, professional services and financing fees. Of the $15.7 million, $14.4 million was recorded in operating income, and $1.3 million was recorded in interest expense on the consolidated condensed statements of income. No transaction expenses were incurred during the three months ended August 31, 2025.
Operating income was $711.9 million, or 23.6% of revenue, for the three months ended August 31, 2026, compared to $617.9 million, or 22.7% of revenue, for the three months ended August 31, 2025. The resulting increase in operating income as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.
Net interest expense (interest expense less interest income) was $22.1 million for the three months ended August 31, 2026, compared to $22.0 million for the three months ended August 31, 2025.
Cintas’ effective tax rate was 20.0% and 17.6% for the three months ended August 31, 2026 and 2025, respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation.
Net income was $551.7 million for the three months ended August 31, 2026, an increase of 12.3% compared to the three months ended August 31, 2025. Diluted earnings per share were $1.36 for the three months ended August 31, 2026, which was an increase of 13.3% compared to the three months ended August 31, 2025. Diluted earnings per share increased primarily due to the increase in net income.
Uniform Rental and Facility Services Reportable Operating Segment
Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025
Uniform Rental and Facility Services reportable operating segment revenue increased to $2,294.7 million from $2,091.1 million, or 9.7%, for the three months ended August 31, 2026, over the three months ended August 31, 2025. The organic revenue growth rate for the reportable operating segment was 8.0%. The cost of uniform rental and facility services increased $76.3 million, or 7.3%. The reportable operating segment’s gross margin was $1,165.9 million. Gross margin as a percent of revenue was 50.8% for the three months ended August 31, 2026, compared to 49.7% for the three months ended August 31, 2025. The resulting increase as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.
Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $52.2 million in the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2026 were 25.7%, compared to 25.8% in the three months ended August 31, 2025.
Operating income increased $75.2 million, or 15.0%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Operating income was 25.1% of the reportable operating segment's revenue compared to the three months ended August 31, 2025 of 23.9% of revenue. The improvement in operating income was primarily a result of the expansion in gross margin.
First Aid and Safety Services Reportable Operating Segment
Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025
First Aid and Safety Services reportable operating segment revenue increased to $388.5 million from $334.7 million, or 16.1%, for the three months ended August 31, 2026, over the three months ended August 31, 2025. The organic revenue growth rate for the reportable operating segment was 14.2%. First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions and by 1.7% due to one more
workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025. The increase in revenue was driven by many factors including increases in new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.
Cost of first aid and safety services for the three months ended August 31, 2026, increased $20.2 million, or 14.0%, compared to the three months ended August 31, 2025. The gross margin as a percent of revenue was 57.6% for the three months ended August 31, 2026, compared to 56.8% in the three months ended August 31, 2025. The improvement in gross margin as a percent of revenue was primarily due to a favorable sales mix, efficiency gains and strategic sourcing initiatives.
Selling and administrative expenses increased $14.4 million in the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2026 were 32.0%, compared to 32.8% for the three months ended August 31, 2025. The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.
Operating income for the First Aid and Safety Services reportable operating segment increased $19.2 million to $99.5 million for the three months ended August 31, 2026, compared to the three months ended August 31, 2025. Operating income was 25.6% of the reportable operating segment’s revenue compared to the three months ended August 31, 2025 of 24.0%. The improvement in operating income as a percent of revenue was primarily due to the previously discussed changes in gross margin and selling and administrative expenses noted above.
Liquidity and Capital Resources
The following is a summary of our cash flows and cash and cash equivalents as of and for the three months ended August 31:
| (In thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 572,331 | $ | 414,481 | |||||||
| Net cash used in investing activities | $ | (117,367) | $ | (116,227) | |||||||
| Net cash used in financing activities | $ | (500,168) | $ | (424,001) | |||||||
| Cash and cash equivalents at the end of the period | $ | 243,599 | $ | 138,143 | |||||||
Cash and cash equivalents as of August 31, 2026 and 2025, include $79.8 million and $66.7 million, respectively, that is located outside of the U.S.
Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as the repurchase of our common stock and payment of long-term debt.
We expect our cash flows from operating activities to remain sufficient to provide us with adequate levels of liquidity. In addition, we have access to $2.0 billion of debt capacity from our revolving credit facility under our credit agreement. We believe the Company has sufficient liquidity to operate in the current business environment for at least the next 12 months and the foreseeable future thereafter. Acquisitions, repurchases of our common stock and dividends remain strategic objectives, but they will be dependent on the economic outlook and liquidity of the Company.
Net cash provided by operating activities was $572.3 million for the three months ended August 31, 2026, compared to $414.5 million for the three months ended August 31, 2025. The change from the prior fiscal year was primarily due to an increase in net income and favorable changes in working capital, specifically, accounts payable, accrued liabilities and income taxes. These changes were partially offset by unfavorable changes in working capital, specifically prepaid expenses and other current assets and accounts receivable, net.
Net cash used in investing activities includes capital expenditures, purchases of investments and cash paid for acquisitions of businesses. Capital expenditures were $107.5 million and $102.0 million for the three months ended
August 31, 2026 and 2025, respectively. Capital expenditures in the three months ended August 31, 2026, included $88.8 million for the Uniform Rental and Facility Services reportable operating segment and $11.8 million for the First Aid and Safety Services reportable operating segment. Cash paid for acquisitions of businesses was $3.9 million and $7.6 million for the three months ended August 31, 2026 and 2025, respectively. The acquisitions during the three months ended August 31, 2026 occurred in our Fire Protection Services operating segment, which is included in All Other. During the three months ended August 31, 2025, acquisitions occurred in our Uniform Rental and Facility Services reportable operating segment, our First Aid and Safety Services reportable operating segment and our Fire Protection Services operating segment, which is included in All Other. Net cash used in investing activities also includes $7.2 million and $6.5 million of purchases of investments during the three months ended August 31, 2026 and 2025, respectively.
Net cash used in financing activities was $500.2 million and $424.0 million for the three months ended August 31, 2026 and 2025, respectively. The increase in cash used in financing activities was due to an increase in repurchases of common stock and an increase in dividends paid.
On July 26, 2022, July 23, 2024 and October 28, 2025, Cintas announced that the Board of Directors (the Board) authorized share buyback programs, each for $1.0 billion. The July 26, 2022 share buyback program was completed during the second quarter of fiscal 2026. Neither of the outstanding share buyback programs have an expiration date. The following table summarizes the share buyback activity by program for the three months ended August 31:
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Buyback Activity (In thousands except per share data) | Shares | Avg. Price per Share | Purchase Price | Shares | Avg. Price per Share | Purchase Price | ||||||||||||||||||||||||||||||||
| July 26, 2022 | — | $ | — | $ | — | 703 | $ | 213.40 | $ | 150,014 | ||||||||||||||||||||||||||||
| July 23, 2024 | 1,180 | 199.93 | 235,900 | — | — | — | ||||||||||||||||||||||||||||||||
| October 28, 2025 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| 1,180 | $ | 199.93 | $ | 235,900 | 703 | $ | 213.40 | $ | 150,014 | |||||||||||||||||||||||||||||
| Shares acquired for taxes due (1) | 395 | $ | 202.07 | $ | 79,810 | 520 | $ | 223.04 | $ | 116,083 | ||||||||||||||||||||||||||||
| Total repurchase of Cintas common stock | $ | 315,710 | $ | 266,097 |
(1)Shares of Cintas common stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.
In the period subsequent to August 31, 2026, through October 7, 2026, Cintas purchased 2.5 million shares of Cintas common stock at an average price of $198.99 per share, for a total purchase price of $494.0 million. The July 23, 2024 share buyback program was completed in the period subsequent to August 31, 2026. From the inception of the July 23, 2024 share buyback program through September 2026, Cintas has purchased 5.1 million shares of Cintas common stock in the aggregate, at an average price of $195.19 per share, for a total purchase price of $1.0 billion. Under the October 28, 2025 share buyback program, Cintas has purchased 1.2 million shares of Cintas common stock at an average price of $198.90 per share, for a total purchase price of $244.1 million in the period subsequent to August 31, 2026, through October 7, 2026.
The Board declared the following dividends:
| Paid Dividends | ||||||||||||||||||||
| Declaration Date (In millions except per share data) | Record Date | Payment Date | Dividend Per Share | Total Amount | ||||||||||||||||
| Three months ended August 31, 2026 | ||||||||||||||||||||
| April 14, 2026 | May 15, 2026 | June 15, 2026 | $ | 0.45 | $ | 180.7 | ||||||||||||||
| Three months ended August 31, 2025 | ||||||||||||||||||||
| April 8, 2025 | May 15, 2025 | June 13, 2025 | $ | 0.39 | $ | 157.8 | ||||||||||||||
| Accrued Dividends | ||||||||||||||||||||
| As of August 31, 2026 | ||||||||||||||||||||
| July 28, 2026 (1) | August 14, 2026 | September 15, 2026 | $ | 0.52 | $ | 208.8 | ||||||||||||||
| As of August 31, 2025 | ||||||||||||||||||||
| July 29, 2025 (1) | August 15, 2025 | September 15, 2025 | $ | 0.45 | $ | 182.3 |
(1)The dividends declared during the three months ended August 31, 2026 and 2025 were included in current accrued liabilities on the consolidated condensed balance sheet at August 31, 2026 and 2025.
Any future dividend declarations, including the amount of any dividends, are at the discretion of the Board and dependent upon then-existing conditions, including the Company's consolidated results of operations and consolidated financial condition, capital requirements, contractual restrictions, business prospects and other factors that the Board may deem relevant.
The following table summarizes Cintas' outstanding debt:
| (In thousands) | Interest Rate | Fiscal Year Issued | Fiscal Year Maturity | August 31, 2026 | May 31, 2026 | ||||||||||||||||||||||||
| Debt due within one year | |||||||||||||||||||||||||||||
| Senior notes | 3.70 | % | 2017 | 2027 | $ | 1,000,000 | $ | 1,000,000 | |||||||||||||||||||||
| Debt issuance costs | (709) | (1,013) | |||||||||||||||||||||||||||
| Total debt due within one year | $ | 999,291 | $ | 998,987 | |||||||||||||||||||||||||
| Debt due after one year | |||||||||||||||||||||||||||||
| Senior notes | 4.20 | % | 2025 | 2028 | $ | 400,000 | $ | 400,000 | |||||||||||||||||||||
| Senior notes | 4.00 | % | 2022 | 2032 | 800,000 | 800,000 | |||||||||||||||||||||||
| Senior notes | 6.15 | % | 2007 | 2037 | 236,550 | 236,550 | |||||||||||||||||||||||
| Debt issuance costs | (6,996) | (7,464) | |||||||||||||||||||||||||||
| Total debt due after one year | $ | 1,429,554 | $ | 1,429,086 |
The credit agreement which supports our commercial paper program has capacity under a 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. The credit agreement has an accordion feature that provides Cintas with the ability to request increases to the borrowing commitments under the revolving credit facility up to $1.0 billion in the aggregate, subject to customary conditions. The maturity date of the revolving credit facility is March 27, 2031. As of August 31, 2026 and May 31, 2026, there was no commercial paper outstanding and no borrowings on our revolving credit facility.
Cintas' debt agreements contain certain covenants. These covenants limit Cintas' ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets. These covenants also require Cintas to maintain a certain debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all of the debt covenants for all periods presented.
Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future based on our favorable experiences in the debt markets in the recent past and we expect to access such markets from time to time in the future to fund our cash requirements, including the repayment of short-term and/or long-term obligations. Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of August 31, 2026, our ratings were as follows:
| Rating Agency | Outlook | Commercial Paper | Long-term Debt | |||||||||||||||||
| Standard & Poor’s | Stable | A-2 | A- | |||||||||||||||||
| Moody’s Investors Service | Stable | P-2 | A3 |
In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected. In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above. The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.
To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, long-term debt and standby letters of credit.
Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas’ Senior Notes
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly owned principal operating subsidiary of Cintas Corporation. Corp. 2 is the issuer of the $2,436.6 million aggregate principal amount of senior notes outstanding as of August 31, 2026, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly owned, direct and indirect domestic subsidiaries.
Basis of Preparation of the Summarized Financial Information
The following tables include summarized financial information of Cintas Corporation, Corp. 2 (issuer) and subsidiary guarantors (together, the Obligor Group). Investments in and equity in the earnings of non-guarantors, which are not members of the Obligor Group, have been excluded. Non-guarantor subsidiaries are located outside the U.S., and therefore, excluded from the Obligor Group.
The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with non-guarantors have been presented in separate line items, if they are material. Summarized financial information of the Obligor Group is as follows:
| Three Months Ended | ||||||||||||||
| Summarized Consolidated Condensed Statements of Income (In thousands) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Net sales to unrelated parties | $ | 2,863,610 | $ | 2,582,505 | ||||||||||
| Net sales to non-guarantors | $ | 2,939 | $ | 3,590 | ||||||||||
| Operating income | $ | 663,288 | $ | 576,748 | ||||||||||
| Net income | $ | 506,872 | $ | 456,366 |
| Summarized Consolidated Condensed Balance Sheets (In thousands) | August 31, 2026 | May 31, 2026 | ||||||||||||
| ASSETS | ||||||||||||||
| Receivables due from non-obligor subsidiaries | $ | 96,308 | $ | 93,386 | ||||||||||
| Total other current assets | $ | 3,657,150 | $ | 3,583,716 | ||||||||||
| Total other noncurrent assets | $ | 6,243,099 | $ | 6,192,423 | ||||||||||
| LIABILITIES | ||||||||||||||
| Amounts due to non-obligor subsidiaries | $ | 158,545 | $ | 122,931 | ||||||||||
| Current liabilities | $ | 2,579,665 | $ | 2,580,416 | ||||||||||
| Noncurrent liabilities | $ | 2,669,805 | $ | 2,626,542 |
Litigation and Other Contingencies
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. 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.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, including statements regarding our future business plans and expectations. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words, terms or expressions such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “targets,” “forecasts,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used. Such statements are based upon current expectations of Cintas and speak only as of the date made. You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. Forward-looking statements in this Quarterly Report include, but are not limited to, statements about the completion and the benefits of the transaction between Cintas and UniFirst (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report.
The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: 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.
Additional important factors relating to Cintas that could cause actual results to differ from those in forward-looking statements 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; 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, and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; Cintas' ability to meet its aspirations relating to sustainability opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls 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 Cintas' common stock, if any; changes in global tax and labor laws; the reactions of competitors in terms of price and service and the other risks and contingencies detailed in Cintas’ most recent Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission.
Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made, except otherwise as required by law. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2026, and in our reports on Forms 10-Q and 8-K. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us, or that we currently believe to be immaterial, may also harm our business.
Item 3. QUANTITATIVE AND QUALITATIVE
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In our normal operations, Cintas has market risk exposure to interest rates. There has been no material change to this market risk exposure to interest rates from that which was previously disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Through its foreign operations, Cintas is exposed to foreign currency risk. Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign currency denominated revenue and profit translated into U.S. dollars. The primary foreign currency to which Cintas is exposed is the Canadian dollar.
Item 4. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
With the participation of Cintas’ management, including Cintas’ 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 August 31, 2026. Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas’ disclosure controls and procedures were effective as of August 31, 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 Securities and Exchange Commission's (SEC) 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.
Internal Control over Financial Reporting
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 August 31, 2026, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Part II. Other Information
ITEM 1.
LEGAL PROCEEDINGS
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. 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.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES,
USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
| Period (In millions, except share and per share data) | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of the publicly announced plan (1) | Maximum approximate dollar value of shares that may yet be purchased under the plan (1) | |||||||||||||||||||
| June 1 - 30, 2026 (2) | 14,803 | $ | 176.31 | — | $ | 1,485.8 | |||||||||||||||||
| July 1 - 31, 2026 (3) | 360,663 | $ | 201.11 | 242,511 | $ | 1,437.4 | |||||||||||||||||
| August 1 - 31, 2026 (4) | 1,199,419 | $ | 200.57 | 937,418 | $ | 1,249.9 | |||||||||||||||||
| Total | 1,574,885 | $ | 200.47 | 1,179,929 | $ | 1,249.9 |
(1)On July 23, 2024, Cintas announced that the Board authorized a $1.0 billion share buyback program which does not have an expiration date. From the inception of the July 23, 2024 share buyback program through August 31, 2026, Cintas has purchased a total of 3.9 million shares of Cintas common stock at an average price of $193.93 per share for a total purchase price of $750.1 million. On October 28, 2025, Cintas announced that the Board authorized a new $1.0 billion share buyback program, which does not have an expiration date. There were no share buybacks under the October 28, 2025 share buyback program through August 31, 2026.
(2)During June 2026, Cintas acquired 14,803 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $176.31 per share for a total purchase price of $2.6 million.
(3)During July 2026, Cintas acquired 118,152 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $203.99 per share for a total purchase price of $24.1 million.
(4)During August 2026, Cintas acquired 262,001 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $202.66 per share for a total purchase price of $53.1 million.
Item 5. OTHER INFORMATION
OTHER INFORMATION
During the quarter ended August 31, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 6. EXHIBITS
EXHIBITS
| 22 | Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant (Incorporated by reference to Exhibit 22 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2026) | ||||
| 31.1 | Certification of Principal Executive Officer required by Rule 13a-14(a) | ||||
| 31.2 | Certification of Principal Financial Officer required by Rule 13a-14(a) | ||||
| 32.1 | Section 1350 Certification of Chief Executive Officer | ||||
| 32.2 | Section 1350 Certification of Chief Financial Officer | ||||
| 101 | The following financial statements from Cintas' Quarterly Report on Form 10-Q for the period ended August 31, 2026, formatted in Inline XBRL: (i) Consolidated Condensed Statements of Income (unaudited), (ii) Consolidated Condensed Statements of Comprehensive Income (unaudited), (iii) Consolidated Condensed Balance Sheets (unaudited), (iv) Consolidated Condensed Statements of Shareholders' Equity (unaudited), (v) Consolidated Condensed Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CINTAS CORPORATION | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | October 7, 2026 | /s/ | Scott A. Garula | |||||||||||||||||
| Scott A. Garula | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
| (Principal Financial and Accounting Officer) |