What changed in this filing

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Item 1. Financial Statements

2025-10-08 compared with 2025-04-03 · 96 added, 258 removed, 399 unchanged (47% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

Three Months Ended Nine Months Ended

(In thousands except per share data) February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended

(In thousands except per share data) August 31, 2025 August 31, 2024

Uniform rental and facility services $ 2,091,066 $ 1,933,839

18 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

(In thousands) February 28,

2025 February 29,

2024 February 28,

2025 February 29,

Three Months Ended

(In thousands) August 31,

2025 August 31,

Net income $ 491,140 $ 452,033

2 unchanged sentences

( 325 ) 3,656

Change in fair value of interest rate lock

agreements, net of tax expense (benefit)

of $ 1,786 , $( 1,726 ), $ 144 and $ 4,195 ,

5,216 ( 5,042 ) 421 12,256

Amortization of interest rate lock agreements, net of tax benefit of $( 513 ), $( 513 ), $( 1,539 ) and $( 1,503 ), respectively

Change in fair value of interest rate lock agreements, net of tax benefit

of $( 908 ) and $( 3,408 ), respectively

( 2,652 ) ( 9,956 )

Other, net of tax expense of $ 0 , $ 0 ,

$ 0 and $ 130 , respectively

Other comprehensive (loss) income, net of

tax expense (benefit) of $ 1,273 , $( 2,239 ),

Amortization of interest rate lock agreements, net of tax benefit of $( 513 )

and $( 513 ), respectively

( 1,523 ) ( 1,523 )

Other comprehensive loss, net of tax benefit of $( 1,421 ) and $( 3,921 ), respectively

( 4,500 ) ( 7,823 )

Comprehensive income $ 486,640 $ 444,210

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands) February 28,

(In thousands) August 31,

Current assets:

3 unchanged sentences

Uniforms and other rental items in service 1,172,321 1,137,361

Income taxes, current 663 —

Prepaid expenses and other current assets 194,676 170,046

14 unchanged sentences

Operating lease liabilities, current 51,691 50,744

Debt due within one year 449,915 449,595

Total current liabilities 1,507,819 1,644,502

39 unchanged sentences

Balance at August 31, 2025 778,465 $ 2,694,077 $ 12,107,250 $ 79,889 ( 375,515 ) $ ( 10,125,516 ) $ 4,755,700

Net income — — 448,495 — — — 448,495

Comprehensive loss, net of tax — — — ( 14,853 ) — — ( 14,853 )

Dividends — — ( 158,004 ) — — — ( 158,004 )

Stock-based compensation — 32,417 — — — — 32,417

Vesting of stock-based compensation awards 14 — — — — — —

Stock options exercised 519 26,173 — — ( 122 ) ( 25,829 ) 344

Repurchase of common stock — — — — ( 174 ) ( 36,716 ) ( 36,716 )

Balance at November 30, 2024 775,764 $ 2,474,313 $ 11,202,524 $ 68,525 ( 372,268 ) $ ( 9,452,256 ) $ 4,293,106

Net income — — 463,497 — — — 463,497

Comprehensive loss, net of tax — — — ( 11,475 ) — — ( 11,475 )

Dividends — — ( 158,195 ) — — — ( 158,195 )

Stock-based compensation — 31,802 — — — — 31,802

Vesting of stock-based compensation awards 30 — — — — — —

Stock options exercised 378 19,761 — — ( 101 ) ( 19,637 ) 124

Repurchase of common stock — — — — ( 134 ) ( 26,611 ) ( 26,611 )

Balance at February 28, 2025 776,172 $ 2,525,876 $ 11,507,826 $ 57,050 ( 372,503 ) $ ( 9,498,504 ) $ 4,592,248

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

and Paid-In Capital Retained

6 unchanged sentences

Net income — — 452,033 — — — 452,033

Comprehensive income, net of tax — — — 9,391 — — 9,391

Dividends — — ( 138,272 ) — — — ( 138,272 )

Stock-based compensation — 30,242 — — — — 30,242

Vesting of stock-based compensation awards 625 — — — — — —

Stock options exercised 1,210 59,691 — — ( 472 ) ( 59,212 ) 479

Repurchase of common stock — — — — ( 582 ) ( 73,276 ) ( 73,276 )

Balance at August 31, 2023 770,631 $ 2,121,475 $ 9,844,128 $ 87,169 ( 362,921 ) $ ( 7,975,137 ) $ 4,077,635

Net income — — 374,613 — — — 374,613

Comprehensive income, net of tax — — — 6,170 — — 6,170

Dividends — — ( 137,474 ) — — — ( 137,474 )

Stock-based compensation — 22,940 — — — — 22,940

Vesting of stock-based compensation awards 14 — — — — — —

Stock options exercised 800 35,536 — — ( 273 ) ( 35,087 ) 449

Repurchase of common stock — — — — ( 2,861 ) ( 349,852 ) ( 349,852 )

Balance at November 30, 2023 771,445 $ 2,179,951 $ 10,081,267 $ 93,339 ( 366,055 ) $ ( 8,360,076 ) $ 3,994,481

Net income — — 397,579 — — — 397,579

Comprehensive loss, net of tax — — — ( 7,823 ) — — ( 7,823 )

4 unchanged sentences

Repurchase of common stock — — — — ( 3,476 ) ( 614,802 ) ( 614,802 )

Balance at February 29, 2024 772,361 $ 2,246,329 $ 10,341,248 $ 86,323 ( 366,585 ) $ ( 8,439,817 ) $ 4,234,083

Balance at August 31, 2024 775,231 $ 2,415,723 $ 10,912,033 $ 83,378 ( 371,972 ) $ ( 9,389,711 ) $ 4,021,423

See accompanying notes.

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

(In thousands) February 28, 2025 February 29, 2024

Three Months Ended

(In thousands) August 31, 2025 August 31, 2024

Cash flows from operating activities:

4 unchanged sentences

Stock-based compensation 30,348 33,367

Gain on sale of property and equipment ( 19,341 ) —

Deferred income taxes 13,496 1,887

12 unchanged sentences

Purchases of investments ( 6,538 ) ( 7,124 )

Proceeds from sale of property and equipment 23,972 —

Acquisitions of businesses, net of cash acquired ( 7,602 ) ( 9,436 )

2 unchanged sentences

Cash flows from financing activities:

Repayment of debt — ( 13,450 )

Issuance of commercial paper, net — 166,000

Proceeds from exercise of stock-based compensation awards 2,669 231

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 83 ) ( 250 )

Net (decrease) increase in cash and cash equivalents ( 98,587 ) 4,334

Net decrease in cash and cash equivalents ( 125,830 ) ( 240,642 )

Cash and cash equivalents at beginning of period 263,973 342,015

14 unchanged sentences

Inventories, net are comprised of the following at:

(In thousands) February 28,

(In thousands) August 31,

Raw materials $ 20,007 $ 21,763

2 unchanged sentences

Inventories, net $ 449,739 $ 447,408

Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $ 62.7 million and $ 63.1 million at February 28, 2025 and May 31, 2024, respectively.

Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $ 60.2 million and $ 59.9 million at August 31, 2025 and May 31, 2025, respectively.

The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence.

Once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

On May 2, 2024, the Company announced a four -for-one split of its common stock (the Stock Split), in the form of a stock dividend.

Shareholders of record, as of September 4, 2024, received three additional common stock shares for each common share held, which were distributed after market close on September 11, 2024.

The Company's common stock shares began trading on a post Stock Split basis after the market opening on September 12, 2024.

All references made to common stock shares, equity awards, common stock per share amounts and treasury stock shares in the accompanying consolidated condensed financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Stock Split.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the Company's reported results of operations.

New Accounting Pronouncements

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

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

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (fiscal 2025), and for interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026).

Early adoption is permitted.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09), which expands disclosures in an entity’s income tax rate reconciliation table and

regarding cash taxes paid both in the U.S.

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

and foreign jurisdictions.

5 unchanged sentences

The Company is currently evaluating the impact of ASU 2024-03 on the consolidated condensed financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) which

amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software.

The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (fiscal 2029), and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-06 on the consolidated condensed financial statements.

There are no other accounting pronouncements recently issued or newly effective that had, or are expected to have, a material impact on Cintas' consolidated condensed financial statements.

Note 2 - Revenue Recognition

The following table presents Cintas' total revenue disaggregated by operating segment:

Three Months Ended Nine Months Ended

(In thousands) February 28,

2025 February 29,

2024 February 28,

2025 February 29,

Uniform Rental

Services $ 2,021,144 77.5 % $ 1,876,642 78.0 % $ 5,945,393 77.5 % $ 5,554,009 78.0 %

First Aid and

Safety Services 301,759 11.6 % 262,602 10.9 % 893,693 11.6 % 789,696 11.1 %

Fire Protection

Services 203,827 7.8 % 182,410 7.6 % 595,073 7.8 % 530,676 7.4 %

Uniform Direct

Sales 82,429 3.1 % 84,519 3.5 % 238,370 3.1 % 251,299 3.5 %

The following table presents Cintas' total revenue disaggregated by operating segment for the three months ended August 31:

(In thousands) 2025 2024

Uniform Rental and Facility Services $ 2,091,066 76.9 % $ 1,933,839 77.3 %

First Aid and Safety Services 334,657 12.3 % 292,567 11.7 %

Fire Protection Services 221,900 8.2 % 197,497 7.9 %

Uniform Direct Sales 70,499 2.6 % 77,684 3.1 %

Total revenue $ 2,718,122 100.0 % $ 2,501,587 100.0 %

2 unchanged sentences

Approximately 95 % of the Company's revenue is derived from fees for route servicing of Uniform Rental and Facility Services, First Aid and Safety Services and Fire Protection Services customers, performed by a Cintas employee-partner, at the customer's location of business.

Revenue from our route servicing customer contracts represent a single-performance obligation.

The Company recognizes revenue over time as services are performed, based on the nature of services provided and contractual rates (output method) or at a point in time when the performance obligation under the terms of the contract with a customer are satisfied, at the customer's location of business.

Revenue from our route servicing customer contracts represents a single-performance obligation.

The Company recognizes revenue over time as services are performed, based on the nature of services provided and contractual rates (output method) or at a point in time when the performance obligation under the terms of the contract with a customer is satisfied, at the customer's location of business.

The Company's performance period generally corresponds with the monthly invoice period.

10 unchanged sentences

The current portion is included in prepaid expenses and other current assets, and the noncurrent portion is included in other assets, net on the Company's consolidated condensed balance sheets.

As of February 28, 2025, the current and noncurrent assets related to capitalized commissions totaled $ 94.8 million and $ 270.1 million, respectively.

As of August 31, 2025, the current and noncurrent assets related to capitalized commissions totaled $ 96.5 million and $ 283.1 million, respectively.

As of May 31, 2025, the current and noncurrent assets related to capitalized commissions totaled $ 96.5 million and $ 275.3 million, respectively.

The Company recorded amortization expense related to capitalized commissions of $ 27.4 million and $ 25.6 million during the three months ended February 28, 2025 and February 29, 2024, respectively.

During the nine months ended February 28, 2025 and February 29, 2024, we recorded amortization expense related to capitalized commissions of $ 80.0 million and $ 75.3 million, respectively.

The Company recorded amortization expense related to capitalized commissions of $ 26.2 million and $ 25.9 million during the three months ended August 31, 2025 and 2024, respectively.

These expenses are classified in selling and administrative expenses on the consolidated condensed statements of income.

9 unchanged sentences

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $ 22.9 million and $ 21.0 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

For the nine months ended February 28, 2025 and February 29, 2024, operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $ 67.5 million and $ 61.5 million, respectively.

The following table provides supplemental information related to the Company's consolidated condensed statements of cash flows for the nine months ended:

(In thousands) February 28, 2025 February 29, 2024

Operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $ 24.1 million and $ 21.8 million for the three months ended August 31, 2025 and 2024, respectively.

The following table provides supplemental information related to the Company's consolidated condensed statements of cash flows for the three months ended August 31:

(In thousands) 2025 2024

Cash paid for amounts included in the measurement of operating lease liabilities $ 15,792 $ 13,328

1 unchanged sentence

operating lease liabilities $ 33,685 $ 13,973

Operating lease right-of-use assets acquired in business combinations $ 2,885 $ 334

Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows:

1 unchanged sentence

Weighted-average discount rate 4.21 % 4.08 %

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of February 28, 2025:

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of August 31, 2025:

(In thousands)

2025 (remaining three months)

2026 (remaining nine months)

Thereafter 62,935

5 unchanged sentences

These financial instruments measured at fair value on a recurring basis are summarized below:

As of February 28, 2025 As of May 31, 2024

As of August 31, 2025 As of May 31, 2025

(In thousands) Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Fair Value

16 unchanged sentences

The assets and liabilities measured at fair value on a nonrecurring basis primarily relate to assets and liabilities acquired in a business acquisition.

See Note 9 entitled Acquisitions.

Note 5 - Earnings Per Share

Cintas uses the two-class method to calculate basic and diluted earnings per share as a result of outstanding participating securities in the form of restricted stock awards.

The following tables set forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares (in each case as adjusted to reflect the Stock Split):

Three Months Ended Nine Months Ended

The following tables set forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares for the three months ended August 31:

Basic Earnings per Share

(In thousands except per share data)

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net income $ 491,140 $ 452,033

4 unchanged sentences

Basic earnings per share $ 1.21 $ 1.12

Three Months Ended Nine Months Ended

Diluted Earnings per Share

(In thousands except per share data)

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net income $ 491,140 $ 452,033

4 unchanged sentences

Effect of dilutive securities – employee stock options

6,538 6,836 6,924 6,666

Diluted weighted average common shares outstanding

1 unchanged sentence

Diluted earnings per share $ 1.20 $ 1.10

For the three months ended February 28, 2025 and February 29, 2024, options granted to purchase 1.2 million and 1.9 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share.

For the nine months ended February 28, 2025 and February 29, 2024, options granted to purchase 0.9 million and 1.5 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share.

For the three months ended August 31, 2025 and 2024, options granted to purchase 1.4 million and 0.3 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share.

The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).

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

On July 26, 2022 and July 23, 2024, Cintas announced that the Board authorized new share buyback programs for $ 1.0 billion.

On July 26, 2022 and July 23, 2024, Cintas announced that the Board of Directors (the Board) authorized share buyback programs, each for $ 1.0 billion.

Neither of the outstanding share buyback programs have an expiration date.

The following table summarizes the share buyback activity by program and period:

Three Months Ended Nine Months Ended

February 28, 2025 February 28, 2025

Buyback Activity

(In thousands except per share data)

per Share Purchase

Price Shares Avg.

per Share Purchase

July 26, 2022 — $ — $ — 2,732 $ 173.40 $ 473,617

July 23, 2024 — — — — — —

— $ — $ — 2,732 $ 173.40 $ 473,617

Shares acquired for taxes due (1)

134 $ 197.89 $ 26,611 1,052 $ 194.31 $ 204,512

Total repurchase of Cintas common stock $ 26,611 $ 678,129

Three Months Ended Nine Months Ended

February 29, 2024 February 29, 2024

The following table summarizes the share buyback activity by program and period for the three months ended August 31:

Buyback Activity

11 unchanged sentences

In addition to the share buyback activity presented above, Cintas acquired shares of Cintas common stock, via non-cash transactions, in connection with net-share settlements of option exercises.

The following table summarizes Cintas' non-cash share buyback activity:

Three Months Ended Nine Months Ended

February 28, 2025 February 28, 2025

The following table summarizes Cintas' non-cash share buyback activity for the three months ended August 31:

(In thousands except per share data)

3 unchanged sentences

Non-cash transaction activity 304 $ 222.31 $ 67,581 407 $ 188.68 $ 76,824

Three Months Ended Nine Months Ended

February 29, 2024 February 29, 2024

per Share Non-Cash

Value Shares Avg.

per Share Non-Cash

Non-cash transaction activity 232 $ 149.70 $ 34,723 977 $ 132.17 $ 129,023

There were no share buybacks in the period subsequent to February 28, 2025, through April 3, 2025.

From the inception of the July 26, 2022 share buyback program through April 3, 2025, Cintas has purchased 3.1 million shares of Cintas common stock in the aggregate, at an average price of $ 172.85 per share, for a total purchase price of $ 530.7 million.

Cintas has made no purchases under the July 23, 2024 share buyback program.

In the period subsequent to August 31, 2025, through October 8, 2025, we purchased 1.1 million shares of Cintas common stock at an average price of $ 199.48 per share, for a total purchase price of $ 221.7 million.

This completed the July 26, 2022 share buyback program and included purchases under the July 23, 2024 share buyback program.

From the inception of the July 26, 2022 share buyback program through September 2025, Cintas purchased 5.4 million shares of Cintas common stock in the aggregate, at an average price of $ 185.01 per share, for a total purchase price of $ 1.0 billion.

From the inception of the July 23, 2024 share buyback program through October 8, 2025, Cintas has purchased 0.5 million shares of Cintas common stock in the aggregate, at an average price of $ 199.58 per share, for a total purchase price of $ 108.2 million.

Note 6 - Goodwill, Service Contracts and Other Assets, Net

Changes in the carrying amount of goodwill and service contracts by reportable operating segment and All Other for the nine months ended February 28, 2025, are as follows:

Changes in the carrying amount of goodwill and service contracts by reportable operating segment and All Other for the three months ended August 31, 2025, are as follows:

(In thousands)

5 unchanged sentences

Foreign currency translation ( 64 ) ( 6 ) — ( 70 )

Balance as of February 28, 2025 $ 2,893,034 $ 295,421 $ 165,098 $ 3,353,553

Balance as of August 31, 2025 $ 2,915,594 $ 300,598 $ 194,537 $ 3,410,729

Service Contracts

7 unchanged sentences

Foreign currency translation ( 50 ) ( 2 ) — ( 52 )

Balance as of February 28, 2025 $ 282,808 $ 13,805 $ 18,723 $ 315,336

Balance as of August 31, 2025 $ 261,923 $ 14,331 $ 21,771 $ 298,025

Information regarding Cintas’ service contracts, net and other assets, net is as follows:

As of February 28, 2025 As of May 31, 2024

As of August 31, 2025 As of May 31, 2025

(In thousands) Carrying

10 unchanged sentences

Other assets $ 1,186,370 $ 723,951 $ 462,419 $ 1,159,242 $ 696,600 $ 462,642

(1) The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated condensed balance sheets as of February 28, 2025 and May 31, 2024, is $ 94.8 million and $ 94.6 million, respectively.

Amortization expense for service contracts and other assets was $ 43.2 million and $ 40.0 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

For the nine months ended February 28, 2025 and February 29, 2024, amortization expense for service contracts and other assets was $ 125.7 million and $ 117.9 million, respectively.

(1) The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated condensed balance sheets as of both August 31, 2025 and May 31, 2025, is $ 96.5 million.

Amortization expense for service contracts and other assets was $ 42.2 million and $ 40.7 million for the three months ended August 31, 2025 and 2024, respectively.

These expenses are recorded in selling and administrative expenses on the consolidated condensed statements of income.

As of February 28, 2025, the estimated future amortization expense for service contracts and other assets, excluding any future acquisitions and commissions to be earned, is as follows:

As of August 31, 2025, the estimated future amortization expense for service contracts and other assets, excluding any future acquisitions and commissions to be earned, is as follows:

Fiscal Year (In thousands)

2025 (remaining three months) $ 39,536

2026 (remaining nine months) $ 117,671

Thereafter 158,754

5 unchanged sentences

Issued Fiscal Year

Maturity February 28,

Debt due within one year

Senior notes (1)

3.11 % 2015 2025 $ 50,042 $ 50,294

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

Debt issuance costs ( 127 ) ( 699 )

Total debt due within one year $ 449,915 $ 449,595

Maturity August 31,

Debt due after one year

2 unchanged sentences

Senior notes 4.00 % 2022 2032 800,000 800,000

Senior notes 6.15 % 2007 2037 236,550 236,550

Debt issuance costs ( 10,793 ) ( 11,551 )

Total debt due after one year $ 2,425,757 $ 2,424,999

(1) Cintas assumed these senior notes with the acquisition of G&K Services, Inc.

(G&K) in the fourth quarter of fiscal 2017, and they were recorded at fair value.

The interest rate shown above is the effective interest rate until repayment in fiscal 2025.

Cintas' senior notes, excluding the G&K senior notes assumed with the acquisition of G&K in fiscal 2017, are recorded at cost, net of debt issuance costs.

Cintas' senior notes are recorded at cost, net of debt issuance costs.

The fair value of the long-term debt is estimated using Level 2 inputs based on observable market prices.

The carrying value and fair value of Cintas' debt as of February 28, 2025 were $ 2,486.6 million and $ 2,455.2 million, respectively, and as of May 31, 2024 were $ 2,486.6 million and $ 2,392.8 million, respectively.

During the nine months ended February 29, 2024, Cintas repurchased, and subsequently retired $ 13.5 million of its 6.15 %, 30-year senior notes.

In conjunction with these transactions, during the nine months ended February 29, 2024, Cintas recognized a loss of $ 0.9 million, which is recorded in interest expense on the consolidated condensed statements of income.

The carrying value and fair value of Cintas' debt as of August 31, 2025 were $ 2,436.6 million and $ 2,432.4 million, respectively, and as of May 31, 2025 were $ 2,436.6 million and $ 2,404.7 million, respectively.

During the three months ended August 31, 2024, Cintas issued $ 166.0 million, net of commercial paper.

The credit agreement that supports our commercial paper program has capacity under the revolving credit facility of $ 2.0 billion.

1 unchanged sentence

The maturity date of the revolving credit facility is March 23, 2027.

As of February 28, 2025 and May 31, 2024, there was no commercial paper outstanding and no borrowings on our revolving credit facility.

The fair value of the commercial paper, which approximates carrying value, is estimated using level 2 inputs based on observable market prices and interest rates.

As of August 31, 2025 and May 31, 2025, there was no commercial paper outstanding and no borrowings on our revolving credit facility.

The fair value of the commercial paper, if any, which approximates carrying value, is estimated using level 2 inputs based on general market prices and interest rates.

Cintas uses interest rate locks to manage its overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances.

1 unchanged sentence

Cintas used interest rate locks, which represent cash flow hedges, to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2017 and fiscal 2022.

The amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 1.5 million for both the three months ended February 28, 2025 and February 29, 2024.

For the nine months ended February 28, 2025 and February 29, 2024, the amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 4.6 million and $ 4.5 million, respectively.

The amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 1.5 million for both the three months ended August 31, 2025 and 2024.

During fiscal 2022 and fiscal 2020, Cintas entered into interest rate lock agreements for forecasted debt issuances.

The aggregate notional value of outstanding cash flow hedges was $ 500.0 million at both February 28, 2025 and May 31, 2024.

The aggregate notional value of outstanding cash flow hedges was $ 500.0 million at both August 31, 2025 and May 31, 2025.

The fair values of the outstanding interest rate locks, for forecasted debt issuances, are summarized as follows:

5 unchanged sentences

The changes in fair value of the interest rate locks are recorded in other comprehensive income (loss), net of tax.

These interest rate locks had no impact on net income or cash flows for the three and nine months ended February 28, 2025 or February 29, 2024.

These interest rate locks had no impact on net income or cash flows for the three months ended August 31, 2025 or 2024.

Cintas has certain covenants related to debt agreements.

6 unchanged sentences

In the normal course of business, Cintas provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly.

As of February 28, 2025 and May 31, 2024, recorded unrecognized tax benefits were $ 40.9 million and $ 32.7 million, respectively, and are included in long-term accrued liabilities on the consolidated condensed balance sheets.

As of August 31, 2025 and May 31, 2025, recorded unrecognized tax benefits were $ 50.7 million and $ 47.8 million, respectively, and are included in long-term accrued liabilities on the consolidated condensed balance sheets.

The majority of Cintas' operations are in North America.

8 unchanged sentences

Based on the status and resolution of the various audits and other potential regulatory developments, it is expected that the balance of unrecognized tax benefits will not materially change for the fiscal year ending May 31, 2026.

Cintas’ effective tax rate was 21.0 % and 19.9 % for the three months ended February 28, 2025 and February 29, 2024, respectively.

For the nine months ended February 28, 2025 and February 29, 2024, Cintas' effective tax rate was 19.2 % and 20.0 %, respectively.

Cintas’ effective tax rate was 17.6 % and 15.8 % for the three months ended August 31, 2025 and 2024, respectively.

The effective tax rate for all periods was impacted by certain discrete items (primarily the tax accounting impact for stock-based compensation).

Note 9 - Acquisitions

The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and liabilities assumed.

The fair value summarized in the table below is reflective of the accumulated fair value, as of the date of each acquisition.

Cintas acquired the following number of individually immaterial businesses by reportable operating segment and All Other during the nine months ended:

2025 February 29,

Uniform Rental and Facility Services 6 7

First Aid and Safety Services 3 1

All Other 11 8

The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired during the nine months ended:

(In thousands) February 28,

2025 February 29,

Fair value of tangible assets acquired $ 25,640 $ 14,350

Fair value of service contracts acquired 38,162 28,860

Fair value of other intangibles acquired 6,868 5,278

Net goodwill recognized 155,363 155,653

Total fair value of assets acquired 226,033 204,141

Total fair value of liabilities assumed ( 2,419 ) —

Total fair value of net assets acquired, net of cash acquired 223,614 204,141

Deferred purchase price consideration ( 24,806 ) ( 19,113 )

Total cash consideration for acquisitions, net of cash acquired $ 198,808 $ 185,028

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisitions.

None of the goodwill is expected to be deductible for income tax purposes.

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated condensed financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including business combinations).

The working capital assets and liabilities, as well as the property and equipment acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach).

Goodwill and separately identifiable intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach).

The results of operations of the acquisition are included in Cintas' consolidated statements of income subsequent to the date of acquisition and are not material to the consolidated condensed financial statements.

Note 9 - Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

Balance at June 1, 2025 $ ( 25,733 ) $ 108,553 $ 1,569 $ 84,389

Other comprehensive income (loss) before

reclassifications 3,656 ( 9,956 ) — ( 6,300 )

Other comprehensive loss before reclassifications ( 325 ) ( 2,652 ) — ( 2,977 )

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

Net current period other comprehensive income (loss) 3,656 ( 11,479 ) — ( 7,823 )

Net current period other comprehensive loss ( 325 ) ( 4,175 ) — ( 4,500 )

Balance at August 31, 2025 $ ( 26,058 ) $ 104,378 $ 1,569 $ 79,889

Other comprehensive (loss) income before

reclassifications ( 18,491 ) 5,161 — ( 13,330 )

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

Net current period other comprehensive (loss) income ( 18,491 ) 3,638 — ( 14,853 )

Balance at November 30, 2024 ( 33,127 ) 101,052 600 68,525

Other comprehensive (loss) income before

reclassifications ( 15,168 ) 5,216 — ( 9,952 )

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

Net current period other comprehensive (loss) income ( 15,168 ) 3,693 — ( 11,475 )

Balance at February 28, 2025 $ ( 48,295 ) $ 104,745 $ 600 $ 57,050

(In thousands) Foreign

2 unchanged sentences

Balance at June 1, 2024 $ ( 18,292 ) $ 108,893 $ 600 $ 91,201

Other comprehensive income before reclassifications 2,634 8,199 — 10,833

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,442 ) — ( 1,442 )

Net current period other comprehensive income 2,634 6,757 — 9,391

Balance at August 31, 2023 ( 14,367 ) 103,471 ( 1,935 ) 87,169

Other comprehensive (loss) income before

Other comprehensive income (loss) before

reclassifications 3,656 ( 9,956 ) — ( 6,300 )

1 unchanged sentence

— ( 1,523 ) — ( 1,523 )

Net current period other comprehensive (loss) income ( 1,813 ) 7,604 379 6,170

Balance at November 30, 2023 ( 16,180 ) 111,075 ( 1,556 ) 93,339

Other comprehensive loss before reclassifications ( 450 ) ( 5,042 ) — ( 5,492 )

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,524 ) — ( 1,524 )

Net current period other comprehensive loss ( 450 ) ( 6,566 ) — ( 7,016 )

Balance at February 29, 2024 $ ( 16,630 ) $ 104,509 $ ( 1,556 ) $ 86,323

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):

Net current period other comprehensive income (loss) 3,656 ( 11,479 ) — ( 7,823 )

Balance at August 31, 2024 $ ( 14,636 ) $ 97,414 $ 600 $ 83,378

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) for the three months ended August 31:

Details about Accumulated

5 unchanged sentences

Statements of Income

Three Months Ended Nine Months Ended

(In thousands) February 28,

2025 February 29,

2024 February 28,

2025 February 29,

Amortization of interest

rate locks $ 2,036 $ 2,037 $ 6,108 $ 5,964 Interest expense

(In thousands) 2025 2024

Amortization of interest rate locks $ 2,036 $ 2,036 Interest expense

Tax expense ( 513 ) ( 513 ) Income taxes

6 unchanged sentences

The remainder of Cintas’ operating segments, which consists of the Fire Protection Services operating segment and the Uniform Direct Sales operating segment, is included in All Other.

Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are revenue and operating income.

Our chief operating decision maker (CODM) is the chief executive officer.

The CODM is responsible for setting the Company's strategic direction, managing overall operations, and is the main point of communications between the Board and key operational personnel within the organization.

The CODM evaluates each operating segment's performance primarily based on revenue and operating income, using this information to guide strategic decisions and allocate resources across the Company.

The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation.

4 unchanged sentences

Other Corporate (1)

For the three months ended February 28, 2025

Revenue $ 2,021,144 $ 301,759 $ 286,256 $ — $ 2,609,159

Operating income $ 489,483 $ 71,533 $ 48,837 $ — $ 609,853

For the three months ended February 29, 2024

Revenue $ 1,876,642 $ 262,602 $ 266,929 $ — $ 2,406,173

Operating income $ 420,407 $ 57,717 $ 42,676 $ — $ 520,800

As of and for the nine months ended February 28, 2025

As of and for the three months ended August 31, 2025

Revenue $ 2,091,066 $ 334,657 $ 292,399 $ — $ 2,718,122

Cost of sales 1,052,553 144,489 154,519 — 1,351,561

Gross margin 1,038,513 190,168 137,880 — 1,366,561

Selling and administrative expenses 538,576 109,841 100,285 — 748,702

Operating income $ 499,937 $ 80,327 $ 37,595 $ — $ 617,859

Depreciation and amortization $ 100,047 $ 19,749 $ 6,141 $ — $ 125,937

Capital expenditures $ 70,475 $ 16,474 $ 15,008 $ — $ 101,957

Total assets $ 8,100,857 $ 825,053 $ 773,637 $ 138,143 $ 9,837,690

As of and for the nine months ended February 29, 2024

As of and for the three months ended August 31, 2024

Revenue $ 1,933,839 $ 292,567 $ 275,181 $ — $ 2,501,587

Cost of sales 981,163 123,764 144,529 — 1,249,456

Gross margin 952,676 168,803 130,652 — 1,252,131

Selling and administrative expenses 506,238 97,515 87,347 — 691,100

Operating income $ 446,438 $ 71,288 $ 43,305 $ — $ 561,031

Depreciation and amortization $ 92,690 $ 22,305 $ 5,397 $ — $ 120,392

Capital expenditures $ 67,687 $ 10,555 $ 14,679 $ — $ 92,921

Total assets $ 7,588,895 $ 756,833 $ 621,606 $ 101,373 $ 9,068,707

(1) Corporate assets include cash and cash equivalents and marketable securities, if applicable, in all periods.

Note 12 - 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.

Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

The Company is a defendant in a purported class action lawsuit, City of Laurel, Mississippi v.

Cintas Corporation No.

2 , filed on March 12, 2021.

This is a contract dispute whereby plaintiffs allege that Cintas breached its contracts with participating public agencies and seek, among other things, contract-based damages.

In March 2024, an agreement in principle was reached with the plaintiff which would require a one-time monetary payment related to the contract dispute of $ 45.0 million, which was accrued for and included in accrued liabilities on the consolidated condensed balance sheet at February 28, 2025 and May 31, 2024.

The amount reserved for this matter did not have a material impact on the consolidated condensed statements of income for any period presented.

The Company will also make certain future investments such as people and technology.

These future investments are not expected to be material to the Company.

The tentative settlement remains subject to approval of the U.S.

District Court for the District of Nevada;

however, we do not anticipate any material changes in the amounts reflected in the consolidated condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements