CINTAS CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS CINTAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended (In thousands except per share data) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Revenue: Uniform rental and facility services $ 2,177,453 $ 2,021,144 $ 6,423,919 $ 5,945,393 Other 663,991 588,015 1,935,639 1,727,136 Total revenue 2,841,444 2,609,159 8,359,558 7,672,529 Costs and expenses: Cost of uniform rental and facility services 1,083,019 1,009,660 3,216,790 3,004,875 Cost of other 309,969 280,158 915,266 819,479 Selling and administrative expenses 788,552 709,488 2,294,025 2,085,901 Operating income 659,904 609,853 1,933,477 1,762,274 Interest income ( 805 ) ( 1,349 ) ( 3,880 ) ( 3,561 ) Interest expense 28,212 24,764 80,449 77,048 Income before income taxes 632,497 586,438 1,856,908 1,688,787 Income taxes 130,001 122,941 367,929 324,762 Net income $ 502,496 $ 463,497 $ 1,488,979 $ 1,364,025 Basic earnings per share $ 1.25 $ 1.14 $ 3.70 $ 3.37 Diluted earnings per share $ 1.24 $ 1.13 $ 3.65 $ 3.31 Dividends declared per share $ 0.45 $ 0.39 $ 1.35 $ 1.17 See accompanying notes. Table of Contents CINTAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Nine Months Ended (In thousands) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Net income $ 502,496 $ 463,497 $ 1,488,979 $ 1,364,025 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 11,739 ( 15,168 ) 3,058 ( 30,003 ) Change in fair value of interest rate lock agreements, net of tax (benefit) expense of $( 806 ), $ 1,786 , $( 2,496 ) and $ 144 , respectively ( 2,355 ) 5,216 ( 7,291 ) 421 Amortization of interest rate lock agreements, net of tax benefit of $( 513 ), $( 513 ), $( 1,539 ) and $( 1,539 ), respectively ( 1,523 ) ( 1,523 ) ( 4,569 ) ( 4,569 ) Other, net of tax expense of $ 194 , $ 0 , $ 194 and $ 0 , respectively 566 — 566 — Other comprehensive income (loss), net of tax (benefit) expense of $( 1,125 ), $ 1,273 , $( 3,841 ) and $( 1,395 ), respectively 8,427 ( 11,475 ) ( 8,236 ) ( 34,151 ) Comprehensive income $ 510,923 $ 452,022 $ 1,480,743 $ 1,329,874 See accompanying notes. Table of Contents CINTAS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) February 28, 2026 May 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 183,204 $ 263,973 Accounts receivable, net 1,542,973 1,417,381 Inventories, net 450,501 447,408 Uniforms and other rental items in service 1,240,648 1,137,361 Prepaid expenses and other current assets 185,608 170,046 Total current assets 3,602,934 3,436,169 Property and equipment, net 1,716,864 1,652,474 Investments 407,138 339,518 Goodwill 3,499,028 3,400,227 Service contracts, net 286,746 309,828 Operating lease right-of-use assets, net 255,290 224,383 Other assets, net 465,721 462,642 $ 10,233,721 $ 9,825,241 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 481,010 $ 485,109 Accrued compensation and related liabilities 209,995 229,538 Accrued liabilities 831,037 875,077 Income taxes, current 11,240 4,034 Operating lease liabilities, current 54,130 50,744 Debt due within one year 229,490 — Total current liabilities 1,816,902 1,644,502 Long-term liabilities: Debt due after one year 2,427,301 2,424,999 Deferred income taxes 507,608 471,740 Operating lease liabilities 207,266 178,738 Accrued liabilities 486,261 420,781 Total long-term liabilities 3,628,436 3,496,258 Shareholders’ equity: Preferred stock, no par value: — — 100 shares authorized, none outstanding Common stock, no par value, and paid-in capital: 2,807,548 2,593,479 1,700,000 shares authorized FY 2026: 779,263 shares issued and 400,015 shares outstanding FY 2025: 776,936 shares issued and 402,948 shares outstanding Retained earnings 12,743,710 11,798,451 Treasury stock: ( 10,839,028 ) ( 9,791,838 ) FY 2026: 379,248 shares FY 2025: 373,988 shares Accumulated other comprehensive income 76,153 84,389 Total shareholders’ equity 4,788,383 4,684,481 $ 10,233,721 $ 9,825,241 See accompanying notes. Table of Contents CINTAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock and Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Shareholders' Equity (In thousands) Shares Amount Shares Amount Balance at June 1, 2025 776,936 $ 2,593,479 $ 11,798,451 $ 84,389 ( 373,988 ) $ ( 9,791,838 ) $ 4,684,481 Net income — — 491,140 — — — 491,140 Comprehensive loss, net of tax — — — ( 4,500 ) — — ( 4,500 ) Dividends — — ( 182,341 ) — — — ( 182,341 ) Stock-based compensation — 30,348 — — — — 30,348 Vesting of stock-based compensation awards 511 — — — — — — Stock options exercised 1,018 70,250 — — ( 304 ) ( 67,581 ) 2,669 Repurchase of common stock — — — — ( 1,223 ) ( 266,097 ) ( 266,097 ) 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 — — 495,343 — — — 495,343 Comprehensive loss, net of tax — — — ( 12,163 ) — — ( 12,163 ) Dividends — — ( 180,743 ) — — — ( 180,743 ) Stock-based compensation — 32,353 — — — — 32,353 Vesting of stock-based compensation awards 28 — — — — — — Stock options exercised 292 17,497 — — ( 90 ) ( 17,070 ) 427 Repurchase of common stock — — — — ( 3,325 ) ( 635,570 ) ( 635,570 ) Balance at November 30, 2025 778,785 $ 2,743,927 $ 12,421,850 $ 67,726 ( 378,930 ) $ ( 10,778,156 ) $ 4,455,347 Net income — — 502,496 — — — 502,496 Comprehensive income, net of tax — — — 8,427 — — 8,427 Dividends — — ( 180,636 ) — — — ( 180,636 ) Stock-based compensation — 34,249 — — — — 34,249 Vesting of stock-based compensation awards 4 — — — — — — Stock options exercised 474 29,372 — — ( 153 ) ( 29,312 ) 60 Repurchase of common stock — — — — ( 165 ) ( 31,560 ) ( 31,560 ) Balance at February 28, 2026 779,263 $ 2,807,548 $ 12,743,710 $ 76,153 ( 379,248 ) $ ( 10,839,028 ) $ 4,788,383 Table of Contents CINTAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock and Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Shareholders' Equity (In thousands) Shares Amount Shares Amount Balance at June 1, 2024 773,097 $ 2,305,301 $ 10,617,955 $ 91,201 ( 368,089 ) $ ( 8,698,085 ) $ 4,316,372 Net income — — 452,033 — — — 452,033 Comprehensive loss, net of tax — — — ( 7,823 ) — — ( 7,823 ) Dividends — — ( 157,955 ) — — — ( 157,955 ) Stock-based compensation — 33,367 — — — — 33,367 Vesting of stock-based compensation awards 792 — — — — — — Stock options exercised 1,342 77,055 — — ( 407 ) ( 76,824 ) 231 Repurchase of common stock — — — — ( 3,476 ) ( 614,802 ) ( 614,802 ) Balance at August 31, 2024 775,231 $ 2,415,723 $ 10,912,033 $ 83,378 ( 371,972 ) $ ( 9,389,711 ) $ 4,021,423 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 See accompanying notes. Table of Contents CINTAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended (In thousands) February 28, 2026 February 28, 2025 Cash flows from operating activities: Net income $ 1,488,979 $ 1,364,025 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 237,034 225,714 Amortization of intangible assets and capitalized contract costs 145,074 142,011 Stock-based compensation 96,950 97,586 Gain on sale of property and equipment — ( 19,341 ) Deferred income taxes 37,940 ( 7,286 ) Change in current assets and liabilities, net of acquisitions of businesses: Accounts receivable, net ( 124,798 ) ( 158,761 ) Inventories, net ( 3,413 ) ( 8,053 ) Uniforms and other rental items in service ( 101,861 ) ( 60,502 ) Prepaid expenses and other current assets and capitalized contract costs ( 138,191 ) ( 146,062 ) Accounts payable ( 4,213 ) 72,799 Accrued compensation and related liabilities ( 19,573 ) ( 4,562 ) Accrued liabilities and other ( 52,952 ) 47,617 Income taxes, current 6,200 ( 19,598 ) Net cash provided by operating activities 1,567,176 1,525,587 Cash flows from investing activities: Capital expenditures ( 299,107 ) ( 294,260 ) Purchases of investments ( 8,271 ) ( 7,064 ) Proceeds from sale of property and equipment — 23,972 Acquisitions of businesses, net of cash acquired ( 102,685 ) ( 198,808 ) Other, net ( 88 ) 1,788 Net cash used in investing activities ( 410,151 ) ( 474,372 ) Cash flows from financing activities: Issuance of commercial paper, net 229,490 — Proceeds from exercise of stock-based compensation awards 3,156 699 Dividends paid ( 520,850 ) ( 453,703 ) Repurchase of common stock ( 933,227 ) ( 678,129 ) Other, net ( 17,542 ) ( 14,879 ) Net cash used in financing activities ( 1,238,973 ) ( 1,146,012 ) Effect of exchange rate changes on cash and cash equivalents 1,179 ( 3,790 ) Net decrease in cash and cash equivalents ( 80,769 ) ( 98,587 ) Cash and cash equivalents at beginning of period 263,973 342,015 Cash and cash equivalents at end of period $ 183,204 $ 243,428 See accompanying notes. Table of Contents CINTAS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, we suggest that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (Annual Report) filed with the SEC on July 28, 2025. See Note 1 entitled Significant Accounting Policies of "Notes to Consolidated Financial Statements" of that Annual Report for a summary of our significant accounting policies. There have been no material changes in the accounting policies followed by Cintas during the current fiscal year. Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made. Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Inventories, net are comprised of the following at: (In thousands) February 28, 2026 May 31, 2025 Raw materials $ 18,553 $ 21,763 Work in process 46,499 42,615 Finished goods 385,449 383,030 Inventories, net $ 450,501 $ 447,408 Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $ 62.1 million and $ 59.9 million at February 28, 2026 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. 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 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. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). The Company does not believe ASU 2023-09 will have a material impact on the consolidated condensed financial statements upon adoption. Furthermore, the Company expects to adopt the standard on a prospective basis on May 31, 2026. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires, among other items, additional disaggregated disclosures in the notes to the consolidated condensed financial statements for certain categories of expenses that are included on the face of the consolidated condensed statement of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (fiscal 2028), and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated condensed financial statements. Table of Contents 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, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Uniform Rental and Facility Services $ 2,177,453 76.6 % $ 2,021,144 77.4 % $ 6,423,919 76.9 % $ 5,945,393 77.5 % First Aid and Safety Services 346,823 12.2 % 301,759 11.6 % 1,023,720 12.2 % 893,693 11.6 % Fire Protection Services 232,057 8.2 % 203,827 7.8 % 676,482 8.1 % 595,073 7.8 % Uniform Direct Sales 85,111 3.0 % 82,429 3.2 % 235,437 2.8 % 238,370 3.1 % Total revenue $ 2,841,444 100.0 % $ 2,609,159 100.0 % $ 8,359,558 100.0 % $ 7,672,529 100.0 % The Fire Protection Services and Uniform Direct Sales operating segments are included within All Other as disclosed in Note 11 entitled Segment Information. Revenue Recognition Policy 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 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. The Company's remaining revenue, primarily within the Uniform Direct Sales operating segment, and representing approximately 5 % of the Company's total revenue, is recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer. We are exposed to credit losses primarily through our trade receivables. We determine the allowance for credit losses using both an estimate, based on historical rates of collections, and reserves for specific accounts identified as uncollectible. The portion of the allowance for credit losses that is an estimate based on Cintas' historical rates of collections is recorded for overdue amounts, beginning with a nominal percentage when the account is current and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the First Aid and Safety Services reportable operating segment and All Other because of differences in customers served and the nature of each business. We update our allowance for credit losses quarterly, considering recent write-offs and collections information and underlying economic expectations. Costs to Obtain a Contract The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense. The current portion is included in prepaid expenses and other current assets, and the noncurrent portion is included in other assets, net Table of Contents on the Company's consolidated condensed balance sheets. As of February 28, 2026, the current and noncurrent assets related to capitalized commissions totaled $ 96.1 million and $ 296.5 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 $ 26.6 million and $ 27.4 million during the three months ended February 28, 2026 and 2025, respectively. During the nine months ended February 28, 2026 and 2025, we recorded amortization expense related to capitalized commissions of $ 79.3 million and $ 80.0 million, respectively. These expenses are classified in selling and administrative expenses on the consolidated condensed statements of income. Note 3 - Leases Cintas has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated condensed balance sheets with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidated condensed balance sheets. Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of uniform rental and facility services and other on the Company's consolidated condensed statements of income. 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 $ 26.5 million and $ 22.9 million for the three months ended February 28, 2026 and 2025, respectively. For the nine months ended February 28, 2026 and 2025, operating lease costs, including short-term lease expense and variable lease costs, which were immaterial in both periods, were $ 76.0 million and $ 67.5 million, respectively. The following table provides supplemental information related to the Company's consolidated condensed statements of cash flows for the nine months ended February 28: (In thousands) 2026 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 48,062 $ 41,724 Operating lease right-of-use assets obtained in exchange for new and renewed operating lease liabilities $ 64,194 $ 56,151 Operating lease right-of-use assets acquired in business combinations $ — $ 2,885 Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows: February 28, 2026 May 31, 2025 Weighted-average remaining lease term 5.75 years 5.66 years Weighted-average discount rate 4.30 % 4.08 % Table of Contents The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of February 28, 2026: (In thousands) 2026 (remaining three months) $ 16,475 2027 62,300 2028 56,685 2029 47,256 2030 35,980 Thereafter 79,297 Total payments 297,993 Less interest ( 36,597 ) Total present value of lease payments $ 261,396 Note 4 - Fair Value Measurements All financial instruments that are measured at fair value on a recurring basis have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated condensed balance sheet dates. These financial instruments measured at fair value on a recurring basis are summarized below: As of February 28, 2026 As of May 31, 2025 (In thousands) Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Fair Value Cash and cash equivalents $ 183,204 $ — $ — $ 183,204 $ 263,973 $ — $ — $ 263,973 Other assets, net: Interest rate lock agreements — 92,762 — 92,762 — 102,550 — 102,550 Total assets at fair value $ 183,204 $ 92,762 $ — $ 275,966 $ 263,973 $ 102,550 $ — $ 366,523 Cintas’ cash and cash equivalents are generally classified within Level 1 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments. The fair values of Cintas' interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy. The fair value was determined by comparing the locked rates against the benchmarked treasury rate. No other amounts included in other assets, net, are recorded at fair value on a recurring basis. The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated condensed balance sheet dates. In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and liabilities at fair value on a nonrecurring basis as required under U.S. GAAP. 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. Table of Contents 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: Three Months Ended Nine Months Ended Basic Earnings per Share (In thousands except per share data) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Net income $ 502,496 $ 463,497 $ 1,488,979 $ 1,364,025 Less: net income allocated to participating securities 1,597 1,629 4,709 4,791 Net income available to common shareholders $ 500,899 $ 461,868 $ 1,484,270 $ 1,359,234 Basic weighted average common shares outstanding 400,040 403,769 401,622 403,568 Basic earnings per share $ 1.25 $ 1.14 $ 3.70 $ 3.37 Three Months Ended Nine Months Ended Diluted Earnings per Share (In thousands except per share data) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Net income $ 502,496 $ 463,497 $ 1,488,979 $ 1,364,025 Less: net income allocated to participating securities 1,597 1,629 4,709 4,791 Net income available to common shareholders $ 500,899 $ 461,868 $ 1,484,270 $ 1,359,234 Basic weighted average common shares outstanding 400,040 403,769 401,622 403,568 Effect of dilutive securities – employee stock options 4,677 6,538 5,214 6,924 Diluted weighted average common shares outstanding 404,717 410,307 406,836 410,492 Diluted earnings per share $ 1.24 $ 1.13 $ 3.65 $ 3.31 For the three months ended February 28, 2026 and 2025, options granted to purchase 2.1 million and 1.2 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. For the nine months ended February 28, 2026 and 2025, options granted to purchase 1.9 million and 0.9 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). On July 26, 2022, Cintas announced that the Board of Directors (the Board) authorized a $ 1.0 billion share buyback program, which was completed during the second quarter of fiscal 2026. From the inception of the July 26, 2022 share buyback program through September 2025, Cintas purchased a total of 5.4 million shares of Cintas common stock at as average price of $ 185.01 per share for a total purchase price of $ 1.0 billion. On July 23, 2024, Cintas announced that the Board authorized a share buyback program for $ 1.0 billion. On October 28, 2025, Cintas announced that the Board authorized a new share buyback program, also for $ 1.0 billion. Neither of the outstanding share buyback programs have an expiration date. Table of Contents The following table summarizes the share buyback activity by program and period: Three Months Ended Nine Months Ended February 28, 2026 February 28, 2026 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 — $ — $ — 1,272 $ 207.13 $ 263,564 July 23, 2024 20 183.00 3,715 2,688 189.32 508,924 October 28, 2025 — — — — — — 20 $ 183.00 $ 3,715 3,960 $ 195.04 $ 772,488 Shares acquired for taxes due (1) 145 $ 192.95 $ 27,845 753 $ 213.57 $ 160,739 Total repurchase of Cintas common stock $ 31,560 $ 933,227 Three Months Ended Nine Months Ended February 28, 2025 February 28, 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 — $ — $ — 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 (1) Shares of Cintas common stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards. 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, 2026 February 28, 2026 (In thousands except per share data) Shares Avg. Price per Share Non-Cash Value Shares Avg. Price per Share Non-Cash Value Non-cash transaction activity 153 $ 191.45 $ 29,312 547 $ 208.48 $ 113,963 Three Months Ended Nine Months Ended February 28, 2025 February 28, 2025 Shares Avg. Price per Share Non-Cash Value Shares Avg. Price per Share Non-Cash Value Non-cash transaction activity 101 $ 196.09 $ 19,637 630 $ 194.15 $ 122,290 There were no share buybacks in the period subsequent to February 28, 2026, through April 7, 2026. From the inception of the July 23, 2024 share buyback program through April 7, 2026, Cintas has purchased 2.7 million shares of Cintas common stock in the aggregate, at an average price of $ 189.32 per share, for a total purchase price of $ 508.9 million. Cintas has made no purchases under the October 28, 2025 share buyback program. Table of Contents 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, 2026, are as follows: Goodwill (In thousands) Uniform Rental and Facility Services First Aid and Safety Services All Other Total Balance as of June 1, 2025 $ 2,913,991 $ 298,145 $ 188,091 $ 3,400,227 Goodwill acquired 11,118 2,170 83,568 96,856 Foreign currency translation 1,791 148 6 1,945 Balance as of February 28, 2026 $ 2,926,900 $ 300,463 $ 271,665 $ 3,499,028 Service Contracts (In thousands) Uniform Rental and Facility Services First Aid and Safety Services All Other Total Balance as of June 1, 2025 $ 273,847 $ 14,138 $ 21,843 $ 309,828 Service contracts acquired 2,120 1,404 15,301 18,825 Service contracts amortization ( 36,339 ) ( 2,262 ) ( 3,646 ) ( 42,247 ) Foreign currency translation 325 15 — 340 Balance as of February 28, 2026 $ 239,953 $ 13,295 $ 33,498 $ 286,746 Information regarding Cintas’ service contracts, net and other assets, net is as follows: As of February 28, 2026 As of May 31, 2025 (In thousands) Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Service contracts $ 1,097,889 $ 811,143 $ 286,746 $ 1,078,305 $ 768,477 $ 309,828 Capitalized contract costs (1) $ 997,167 $ 700,672 $ 296,495 $ 896,632 $ 621,351 $ 275,281 Noncompete and consulting agreements and other 248,058 78,832 169,226 262,610 75,249 187,361 Other assets $ 1,245,225 $ 779,504 $ 465,721 $ 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, 2026 and May 31, 2025, is $ 96.1 million and $ 96.5 million, respectively. Amortization expense for service contracts and other assets was $ 41.5 million and $ 43.2 million for the three months ended February 28, 2026 and 2025, respectively. For the nine months ended February 28, 2026 and 2025, amortization expense for service contracts and other assets was $ 125.0 million and $ 125.7 million, respectively. These expenses are recorded in selling and administrative expenses on the consolidated condensed statements of income. As of February 28, 2026, 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) 2026 (remaining three months) $ 41,233 2027 147,708 2028 119,680 2029 101,289 2030 84,178 Thereafter 196,970 Total future amortization expense $ 691,058 Table of Contents Note 7 - Debt, Derivatives and Hedging Activities Cintas' outstanding debt is summarized as follows: (In thousands) Interest Rate Fiscal Year Issued Fiscal Year Maturity February 28, 2026 May 31, 2025 Debt due within one year Commercial paper 3.81 % (1) 2026 2026 $ 229,490 $ — Total debt due within one year $ 229,490 $ — Debt due after one year Senior notes 3.70 % 2017 2027 $ 1,000,000 $ 1,000,000 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 ( 9,249 ) ( 11,551 ) Total debt due after one year $ 2,427,301 $ 2,424,999 (1) Variable rate debt instrument. The rate presented is the weighted average variable borrowing rate at February 28, 2026. 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, 2026 were $ 2,436.6 million and $ 2,459.4 million, respectively, and as of May 31, 2025 were $ 2,436.6 million and $ 2,404.7 million, respectively. During the nine months ended February 28, 2026, Cintas issued $ 229.5 million, net of commercial paper. Cintas Corporation No. 2 (Corp. 2) entered into a credit agreement which supports our commercial paper program on March 27, 2026 (the Credit Agreement). The Credit Agreement has capacity under the revolving credit facility of $ 2.0 billion and contains a letter of credit sub-facility of up to $ 300.0 million and a swing line sub-facility of up to $ 150.0 million. 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. In connection with the entry into the Credit Agreement, on March 27, 2026, Corp. 2 terminated all commitments and repaid all obligations under its existing Third Amended and Restated Credit Agreement, dated as of March 23, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to such date, the “Existing Credit Agreement”). Upon the termination of the Existing Credit Agreement, all of the obligations under the Existing Credit Agreement were terminated. As of February 28, 2026 there was $ 229.5 million of commercial paper outstanding with a weighted average interest rate of 3.81 % and no borrowings on our Existing Credit Agreement. As of May 31, 2025, there was no commercial paper outstanding and no borrowings on our Existing Credit Agreement. 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. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. 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, 2026 and 2025. For both the nine months ended February 28, 2026 and 2025, the amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 4.6 million. Table of Contents 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, 2026 and May 31, 2025. The fair values of the outstanding interest rate locks, for forecasted debt issuances, are summarized as follows: Fiscal Year of Issuance (In thousands) February 28, 2026 May 31, 2025 Other Assets, net Other Assets, net 2022 $ 56,918 $ 61,230 2020 $ 35,844 $ 41,320 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, 2026 or 2025. Cintas has certain covenants related to debt agreements. 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 certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. 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. Note 8 - Income Taxes 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, 2026 and May 31, 2025, recorded unrecognized tax benefits were $ 50.8 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. Cintas is required to file U.S. federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated results of operations in any given period. All U.S. federal income tax returns are closed to audit through fiscal 2021. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2020. 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 20.6 % and 21.0 % for the three months ended February 28, 2026 and 2025, respectively. For the nine months ended February 28, 2026 and 2025, Cintas' effective tax rate was 19.8 % and 19.2 %, respectively. The effective tax rate for all periods was impacted by certain discrete items (primarily the tax accounting impact for stock-based compensation). Table of Contents 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 February 28: 2026 2025 Uniform Rental and Facility Services 3 6 First Aid and Safety Services 2 3 All Other 16 11 The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired during the nine months ended February 28: (In thousands) 2026 2025 Fair value of tangible assets acquired $ 2,610 $ 25,640 Fair value of service contracts acquired 18,825 38,162 Fair value of other intangibles acquired 2,463 6,868 Net goodwill recognized 96,856 155,363 Total fair value of assets acquired 120,754 226,033 Total fair value of liabilities assumed ( 409 ) ( 2,419 ) Total fair value of net assets acquired, net of cash acquired 120,345 223,614 Deferred purchase price consideration ( 17,660 ) ( 24,806 ) Total cash consideration for acquisitions, net of cash acquired $ 102,685 $ 198,808 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. The majority of goodwill recognized 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. 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). UniFirst is a North American leader 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, Cintas will acquire all of the outstanding shares of UniFirst in a transaction valued at approximately $ 5.5 billion. Each share of UniFirst common stock will be converted into the right to receive $ 155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock, with no par value. The completion of the merger (Merger) is subject to certain conditions, including, without limitation: the adoption of the Merger Agreement by UniFirst shareholders; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the obtaining of certain regulatory approvals; the absence of an injunction or law prohibiting the Merger; the accuracy of the parties' respective representations and warranties; and the compliance by the Company and UniFirst with their respective covenants and agreements. The Merger has not closed as of the date of the filing of this Form 10-Q. Table of Contents Note 10 - Accumulated Other Comprehensive Income (Loss) The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax: (In thousands) Foreign Currency Unrealized Income on Interest Rate Locks Other Total Balance at June 1, 2025 $ ( 25,733 ) $ 108,553 $ 1,569 $ 84,389 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 loss ( 325 ) ( 4,175 ) — ( 4,500 ) Balance at August 31, 2025 ( 26,058 ) 104,378 1,569 79,889 Other comprehensive loss before reclassifications ( 8,356 ) ( 2,284 ) — ( 10,640 ) Amounts reclassified from accumulated other comprehensive income (loss) — ( 1,523 ) — ( 1,523 ) Net current period other comprehensive loss ( 8,356 ) ( 3,807 ) — ( 12,163 ) Balance at November 30, 2025 ( 34,414 ) 100,571 1,569 67,726 Other comprehensive income (loss) before reclassifications 11,739 ( 2,355 ) — 9,384 Amounts reclassified from accumulated other comprehensive income (loss) — ( 1,523 ) 566 ( 957 ) Net current period other comprehensive income (loss) 11,739 ( 3,878 ) 566 8,427 Balance at February 28, 2026 $ ( 22,675 ) $ 96,693 $ 2,135 $ 76,153 (In thousands) Foreign Currency Unrealized Income on Interest Rate Locks Other Total Balance at June 1, 2024 $ ( 18,292 ) $ 108,893 $ 600 $ 91,201 Other comprehensive income (loss) before reclassifications 3,656 ( 9,956 ) — ( 6,300 ) 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 ) Balance at August 31, 2024 ( 14,636 ) 97,414 600 83,378 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 Table of Contents The following table summarizes the reclassifications out of accumulated other comprehensive income (loss): Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line in the Consolidated Condensed Statements of Income Three Months Ended Nine Months Ended (In thousands) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Amortization of interest rate locks $ 2,036 $ 2,036 $ 6,108 $ 6,108 Interest expense Tax expense ( 513 ) ( 513 ) ( 1,539 ) ( 1,539 ) Income taxes Amortization of interest rate locks, net of tax $ 1,523 $ 1,523 $ 4,569 $ 4,569 Note 11 - Segment Information Cintas’ 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. 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. 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. Table of Contents Information related to the operations of Cintas’ reportable operating segments and All Other is set forth below: (In thousands) Uniform Rental and Facility Services First Aid and Safety Services All Other Corporate (1) Total For the three months ended February 28, 2026 Revenue $ 2,177,453 $ 346,823 $ 317,168 $ — $ 2,841,444 Cost of sales 1,083,019 145,176 164,793 — 1,392,988 Gross margin 1,094,434 201,647 152,375 — 1,448,456 Selling and administrative expenses 573,409 114,306 100,837 — 788,552 Operating income $ 521,025 $ 87,341 $ 51,538 $ — $ 659,904 For the three months ended February 28, 2025 Revenue $ 2,021,144 $ 301,759 $ 286,256 $ — $ 2,609,159 Cost of sales 1,009,660 129,626 150,532 — 1,289,818 Gross margin 1,011,484 172,133 135,724 — 1,319,341 Selling and administrative expenses 522,001 100,600 86,887 — 709,488 Operating income $ 489,483 $ 71,533 $ 48,837 $ — $ 609,853 As of and for the nine months ended February 28, 2026 Revenue $ 6,423,919 $ 1,023,720 $ 911,919 $ — $ 8,359,558 Cost of sales 3,216,790 434,303 480,963 — 4,132,056 Gross margin 3,207,129 589,417 430,956 — 4,227,502 Selling and administrative expenses 1,660,436 334,745 298,844 — 2,294,025 Operating income $ 1,546,693 $ 254,672 $ 132,112 $ — $ 1,933,477 Depreciation and amortization $ 305,934 $ 56,002 $ 20,172 $ — $ 382,108 Capital expenditures $ 206,547 $ 48,693 $ 43,867 $ — $ 299,107 Total assets $ 8,212,142 $ 899,853 $ 938,522 $ 183,204 $ 10,233,721 As of and for the nine months ended February 28, 2025 Revenue $ 5,945,393 $ 893,693 $ 833,443 $ — $ 7,672,529 Cost of sales 3,004,875 381,272 438,207 — 3,824,354 Gross margin 2,940,518 512,421 395,236 — 3,848,175 Selling and administrative expenses 1,532,238 294,377 259,286 — 2,085,901 Operating income $ 1,408,280 $ 218,044 $ 135,950 $ — $ 1,762,274 Depreciation and amortization $ 285,747 $ 65,456 $ 16,522 $ — $ 367,725 Capital expenditures $ 219,341 $ 37,726 $ 37,193 $ — $ 294,260 Total assets $ 7,879,273 $ 790,137 $ 698,298 $ 243,428 $ 9,611,136 (1) Corporate assets include cash and cash equivalents and marketable securities, if applicable, in all periods. 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