Cintas Corporation
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Item 1. Business
Overview
Cintas Corporation (Cintas, Company, we, us or our), a Washington corporation, 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, automated external defibrillators (AEDs), eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm testing, Cintas helps customers get Ready for the Workday®. Cintas was founded in 1968 by Richard T. Farmer when he left his family's industrial laundry business in order to develop uniform programs using an exclusive new fabric. In the early 1970's, Cintas acquired the family industrial laundry business. Over the years, Cintas developed additional products and services that complemented its core uniform business and broadened the scope of products and services available to its customers.
Business Segments
Cintas’ reportable operating segments are the Uniform Rental and Facility Services operating segment and the First Aid and Safety Services operating segment. 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 Sale operating segment, is included in All Other.
The following table sets forth Cintas' total revenue and the revenue derived from each reportable operating segment and the remaining operating segments included in All Other for the fiscal years ended May 31:
| (In thousands) | 2026 | 2025 | 2024 | ||||||||||||
| Uniform Rental and Facility Services | $ | 8,621,624 | $ | 7,976,073 | $ | 7,465,199 | |||||||||
| First Aid and Safety Services | 1,391,853 | 1,218,090 | 1,067,334 | ||||||||||||
| All Other | 1,251,284 | 1,146,018 | 1,064,082 | ||||||||||||
| Total Revenue | $ | 11,264,761 | $ | 10,340,181 | $ | 9,596,615 | |||||||||
Additional information regarding each reportable operating segment and All Other is also included in "Item 8. Financial Statements and Supplementary Data," in Note 14 entitled Operating Segment Information of "Notes to Consolidated Financial Statements."
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
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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.
Customers
We provide our products and services to over one million businesses of all types, from small service and manufacturing companies to major corporations that employ thousands of people. This diversity in customer base results in no individual customer accounting for greater than one percent of Cintas' total revenue. As a result, the loss of one account would not have a material financial impact on Cintas.
Competition
The primary markets served by each of the Cintas operating segments are local in nature and highly fragmented. 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
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operations. In addition, businesses may decide to perform certain services in-house instead of outsourcing these services. Product, design, price, quality, service and convenience to the customer are the competitive elements in each of our operating segments.
Operations and Distribution
Within the Uniform Rental and Facility Services reportable operating segment, Cintas provides its products and services to customers via local delivery routes originating from rental processing plants and branches. Within the First Aid and Safety Services reportable operating segment and All Other, Cintas provides its products and services via its distribution network and local delivery routes or local representatives. At May 31, 2026, Cintas, in total, had approximately 12,500 local delivery routes, 484 operational facilities and 12 distribution centers.
Sourcing
Cintas is committed to sourcing responsibly. Cintas sources finished products from many outside suppliers. As mentioned on our website, www.cintas.com, each and every supplier must comply with a vendor code of conduct as a condition of doing business with Cintas. Cintas also conducts internal training to ensure that employee-partners who have direct responsibility for supply chain management are knowledgeable and aware of issues and concerns surrounding our supply chain. In addition to sourcing from third-party suppliers, Cintas operates five manufacturing facilities that provide for standard uniform needs. Cintas purchases fabric, used in the manufacturing of its products, from several suppliers. Cintas' ability to find qualified suppliers who meet its standards and to access products in a timely and efficient manner, is subject to ongoing market risks. 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 Operations."
Government Laws and Regulations
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 2.
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.
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-07-22 | TYSOE RONALD W | Director | Sell | -4,363 | $199.90 | -$872,164 |
| 2026-07-16 | Barstad Melanie W. | Director | Sell | -9,142 | $202.94 | -$1,855,277 |
Source: SEC Form 4 filings.
Next expected filings
- ~2027-01-07 10-Q expected by 2027-01-10 (in 92 days)
- ~2027-04-07 10-Q expected by 2027-04-10 (in 182 days)
- ~2027-07-29 10-K expected by 2027-07-31 (in 295 days)
- ~2027-10-07 10-Q expected by 2027-10-10 (in 365 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-10-07 10-Q Quarterly Report
- 2026-10-06 8-K Other Events
- 2026-09-23 8-K Earnings Release; Financial Statements and Exhibits
- 2026-09-15 DEF 14A Proxy Statement
- 2026-08-28 PRE 14A Preliminary Proxy Statement
- 2026-08-27 8-K Officer/Director Change
- 2026-08-03 8-K Officer/Director Change; Financial Statements and Exhibits
- 2026-07-29 10-K Annual Report
- 2026-07-15 8-K Earnings Release; Financial Statements and Exhibits
- 2026-06-12 8-K Other Events
- 2026-04-27 S-4 Registration (Merger)
- 2026-04-07 10-Q Quarterly Report
- 2026-03-31 8-K Material Agreement Entered; Material Agreement Terminated; Material Financial Obligation; Financial Statements and Exhibits
- 2026-03-25 8-K Earnings Release; Financial Statements and Exhibits
- 2026-03-11 8-K Material Agreement Entered; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits