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# Cintas Corporation (CTAS) - Recent Events ## Filings that contain financial statements Cintas furnishes its quarterly results as Exhibit 99 to Form 8-K earnings releases. Each of these holds a condensed income statement, balance sheet and cash flow statement (unaudited), plus segment data and non-GAAP reconciliations: - 8-K dated September 23, 2026, accession 0000723254-26-000044: fiscal 2027 first quarter, three months ended August 31, 2026 (with the balance sheet at August 31, 2026 against May 31, 2026). - 8-K dated July 15, 2026, accession 0000723254-26-000025: fiscal 2026 fourth quarter and full year ended May 31, 2026. - 8-K dated March 25, 2026, accession 0000723254-26-000006: fiscal 2026 third quarter ended February 28, 2026, with nine-month figures. - 8-K dated December 18, 2025, accession 0000723254-25-000038: fiscal 2026 second quarter ended November 30, 2025, with six-month figures. - 8-K dated September 24, 2025, accession 0000723254-25-000029: fiscal 2026 first quarter ended August 31, 2025. - 8-K dated July 17, 2025, accession 0000723254-25-000013: fiscal 2025 fourth quarter and full year ended May 31, 2025 (condensed income statements, balance sheet and cash flow statement). ## Pending acquisition of UniFirst (signed, not closed) - **December 22, 2025 (8-K, 0000950103-25-016413).** Cintas publicly disclosed a non-binding proposal, delivered to the UniFirst board on December 12, 2025, to acquire all UniFirst common and Class B shares for $275.00 per share in cash, implying a total value of about $5.2 billion and a 64% premium to UniFirst's ninety-day average closing price as of December 11, 2025. Cintas said it had sought to engage UniFirst's board since 2022. - **March 10-11, 2026 (8-K, 0000950103-26-003567).** Cintas signed a definitive Agreement and Plan of Merger with UniFirst. Each UniFirst share (common and Class B) converts into $155.00 in cash plus 0.7720 Cintas shares, valued at $310.00 per share on Cintas' March 9, 2026 closing price of $200.77. Cintas puts the enterprise value at about $5.5 billion (8.0x run-rate trailing twelve-month EBITDA, with about $375 million of expected operating cost synergies) and expects the deal to be accretive to earnings per share by the end of the second full year after closing, with net leverage of 1.5x debt to EBITDA at close. Conditions include approval by two-thirds of UniFirst's combined voting power, Nasdaq listing of the new shares, an effective registration statement and expiry or termination of the Hart-Scott-Rodino waiting period. The outside date is January 10, 2027, extendable twice by four months in certain circumstances. A termination fee of $213.3 million is payable by UniFirst and $350 million by Cintas in specified circumstances. - **Financing, March 10, 2026 (same 8-K).** Cintas and Cintas Corporation No. 2 obtained a commitment for a $2.85 billion senior unsecured 364-day bridge loan facility from Morgan Stanley Senior Funding, KeyBank and Wells Fargo, to fund the cash consideration, refinance certain UniFirst debt and pay fees. - **June 12, 2026 (8-K, 0000950103-26-008890).** The FTC issued a Second Request to both companies on June 11, 2026, extending the HSR waiting period until 30 days after both substantially comply. UniFirst shareholders approved the merger at their special meeting. Cintas then expected closing in the second half of calendar 2026. - **October 6, 2026 (8-K, 0000950103-26-015293).** Both companies certified substantial compliance with the Second Request on October 2, 2026, and agreed in a timing agreement with the FTC not to close before December 11, 2026 unless the FTC first gives written notice that it has closed its investigation. The Canadian Competition Bureau issued a Supplementary Information Request on July 2, 2026, and both companies certified completion of their response on September 29, 2026. Cintas continues to expect closing before the end of calendar 2026. - **Status.** The transaction has not closed. The quarterly report on Form 10-Q filed October 7, 2026 (accession 0000723254-26-000047) states that it had not closed as of its filing date. Cintas recorded $14.4 million of UniFirst transaction expenses in operating income in the quarter ended August 31, 2026 ($14.0 million in the fourth quarter of fiscal 2026). ## Earnings and guidance - **September 23, 2026 (0000723254-26-000044), fiscal 2027 first quarter.** Revenue of $3.01 billion rose 10.9% (organic growth 8.9%). Operating income rose 15.2% to $711.9 million; net income was $551.7 million and diluted EPS $1.36 ($1.39 adjusted for UniFirst transaction expenses, up 15.8%). Gross margin was 51.5%, up 120 basis points. **Guidance raised:** fiscal 2027 revenue to $12.15 billion-$12.27 billion (from $12.10 billion-$12.25 billion) and adjusted diluted EPS to $5.45-$5.54 (from $5.36-$5.50). Guidance excludes the UniFirst acquisition and its transaction costs. Cintas purchased $544.7 million of its stock during the quarter and through September 22, 2026. - **July 15, 2026 (0000723254-26-000025), fiscal 2026 fourth quarter and year.** Fourth-quarter revenue of $2.91 billion rose 8.9%; diluted EPS was $1.26 ($1.29 adjusted). Fiscal 2026 revenue was $11.26 billion (up 8.9%, organic 8.3%), diluted EPS $4.91 ($4.94 adjusted), and operating cash flow $2.28 billion. Initial fiscal 2027 guidance: revenue $12.10 billion-$12.25 billion and adjusted diluted EPS $5.36-$5.50. - **March 25, 2026 (0000723254-26-000006), fiscal 2026 third quarter.** Guidance raised to revenue of $11.21 billion-$11.24 billion and adjusted diluted EPS of $4.86-$4.90. - **December 18, 2025 (0000723254-25-000038), fiscal 2026 second quarter.** Guidance raised to revenue of $11.15 billion-$11.22 billion (from $11.06 billion-$11.18 billion) and diluted EPS of $4.81-$4.88 (from $4.74-$4.86). - **September 24, 2025 (0000723254-25-000029), fiscal 2026 first quarter.** Guidance raised to revenue of $11.06 billion-$11.18 billion (from $11.00 billion-$11.15 billion) and diluted EPS of $4.74-$4.86 (from $4.71-$4.85). - **July 17, 2025 (0000723254-25-000013), fiscal 2025 fourth quarter and year.** Initial fiscal 2026 guidance: revenue of $11.00 billion-$11.15 billion and diluted EPS of $4.71-$4.85. ## Capital actions - **Dividend increase.** The quarterly dividend declared July 28, 2026 is $0.52 per share (payable September 15, 2026; $208.8 million), up from $0.45 declared in July 2025 (Form 10-Q, 0000723254-26-000047; the September 23, 2026 release, 0000723254-26-000044, reports the $208.8 million payment). - **Share buybacks.** After August 31, 2026 and through October 7, 2026, Cintas repurchased 2.5 million shares for $494.0 million at an average $198.99 per share, completing the July 23, 2024 program; the October 28, 2025 program continues (Form 10-Q, 0000723254-26-000047). - **Credit facility, March 27, 2026 (8-K, 0000723254-26-000010).** Cintas Corporation No. 2 entered into a new $2.0 billion revolving credit facility with KeyBank as administrative agent, maturing March 27, 2031, with an accordion of up to $1.0 billion. Pricing is Term SOFR plus 70 to 114 basis points. The leverage covenant is a maximum of 3.50x debt to EBITDA, which may rise to 4.00x for four quarters after certain material acquisitions. The facility replaced the existing March 2022 credit agreement, which was terminated and repaid. - **Senior notes, May 2, 2025 (8-K, 0001193125-25-111637).** Cintas Corporation No. 2 issued $400 million of 4.200% Senior Notes due 2028 under an underwriting agreement dated April 28, 2025. ## Management and board - **August 3, 2026 (8-K, 0000950103-26-011666).** Cintas separated the President and Chief Executive Officer roles. Jim Rozakis, previously Executive Vice President and Chief Operating Officer, became President and COO effective August 1, 2026; Todd Schneider remains Chief Executive Officer. Rozakis' initial annual compensation: $900,000 base salary, $1,125,000 target cash incentive and $4,000,000 target long-term incentive. - **August 27, 2026 (8-K, 0000950103-26-013001).** Director Melanie W. Barstad notified the company on August 26, 2026 that she will not stand for re-election at the 2026 annual meeting, citing no disagreement with the company. - **October 31, 2025 (8-K, 0000723254-25-000035).** Results of the October 28, 2025 annual meeting: all nine directors were elected, say-on-pay and Ernst & Young's ratification passed, and a shareholder proposal on the ability to call special meetings failed (157.7 million for, 190.4 million against).