What changed in this filing

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Item 1A. Risk Factors

2026-07-29 compared with 2025-07-28 · 110 added, 25 removed, 164 unchanged (45% of the section changed)

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The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements.

Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “target,” “forecast,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used.

Forward-looking statements may be identified by words, terms or expressions such as “estimates,” "confident," "continue," "hope," "likely," "might," "possible," "potential," "trend," “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “targets,” “forecasts,” “believes,” “seeks,” “could,” “should,” “may,” "strategy," and "objective” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used.

Such statements are based upon current expectations of Cintas and speak only as of the date made.

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We cannot guarantee that any forward-looking statement will be realized.

These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Annual Report.

Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs;

These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ materially from those set forth in or implied by this Annual Report.

Factors that are related to the Transaction that might cause such a difference include, but are not limited to, the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst;

the outcome of any legal proceedings that may be instituted against Cintas or UniFirst;

the possibility that the Transaction does not close when expected or at all because required regulatory, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);

the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate;

any failure to promptly and effectively integrate the businesses of Cintas and UniFirst;

the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

reputational risk and potential adverse reactions of Cintas' or UniFirst's customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction;

the dilution caused by Cintas' issuance of additional shares of its capital stock in connection with the Transaction;

changes in the trading price of Cintas' or UniFirst's capital stock;

and the diversion of management's attention and time to the Transaction from ongoing business operations and opportunities.

Additional factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs;

lower sales volumes;

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supply chain constraints and macroeconomic conditions, including inflationary pressures and higher interest rates;

changes in global trade policies, tariffs and other measures that could restrict international trade;

fluctuations in costs of materials and labor, including increased medical costs;

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failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety;

the effect on operations of exchange rate fluctuations, tariffs and other political, economic and regulatory risks;

the effect on operations of exchange rate fluctuations, and other political, economic and regulatory risks;

uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation;

our ability to meet our aspirations relating to sustainability opportunities, improvements and efficiencies;

the cost, results and ongoing assessment of internal controls for financial reporting;

the cost, results and ongoing assessment of internal controls over financial reporting;

the effect of new accounting pronouncements;

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Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made, except otherwise as required by law.

These risks and uncertainties include, but are not limited to, those described in this section and elsewhere in this report and may also be described from time to time in our future reports filed with the SEC.

These risks and uncertainties include, but are not limited to, those described in this section and

elsewhere in this report and may also be described from time to time in our future reports filed with the SEC.

The risks and uncertainties described herein are not the only ones we may face.

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Higher levels of unemployment, inflation, recessionary conditions, geopolitical developments, changes in trade agreements, tax rates and other changes in tax laws and other economic factors could adversely affect the demand for Cintas' products and services.

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher material costs for items such as fabrics and textiles, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, new or expanded tariffs and other measures that could restrict international trade, higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative expenses.

As a result, these factors could adversely affect our revenue and consolidated results of operations.

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher material costs for items such as fabrics, textiles and other products used in our operations, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative expenses.

In addition, changes in U.S.

and foreign trade policies, including the imposition of new tariffs, increases in existing tariffs, retaliatory trade measures, import or export restrictions, economic sanctions, customs regulations and other actions affecting international commerce, could increase the cost of raw materials, finished goods, equipment and other products sourced directly by us or indirectly through our suppliers.

Such measures could also reduce the availability of products and materials, disrupt established sourcing arrangements, increase transportation and logistics costs, extend lead times and contribute to volatility in commodity and input costs.

We may not be able to predict, mitigate or fully offset the impact of such measures, and competitive conditions or contractual arrangements may limit our ability to pass increased costs on to customers in a timely manner, or at all.

Further, geopolitical tensions, armed conflicts, acts of terrorism, military actions and related sanctions or other governmental responses, including developments in the Middle East and other strategically important regions, may disrupt global trade routes, shipping channels, transportation networks, energy supplies and financial markets.

Such events may contribute to volatility in fuel and energy prices, increase freight and distribution costs, adversely affect the operations of suppliers and other business partners, and exacerbate inflationary pressures and broader economic uncertainty.

Disruptions affecting key maritime shipping routes, ports or other critical infrastructure could adversely affect the availability, timing and cost of materials and products used in our business and may require us or our suppliers to implement alternative sourcing, transportation or inventory strategies, which could increase costs and reduce operating efficiencies.

As a result, these factors could adversely affect our revenue, operating margins, cash flows and consolidated results of operations.

Increased competition could adversely affect our consolidated results of operations.

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The opening of new operating facilities is necessary to gain the capacity required for this expansion.

Our ability to open new operating facilities depends on our ability to identify attractive locations, negotiate leases or real estate purchase agreements on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental regulations, zoning laws and other similar factors.

Our ability to open new operating facilities depends on

our ability to identify attractive locations, negotiate leases or real estate purchase agreements on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental regulations, zoning laws and other similar factors.

Any inability to effectively identify and manage these items may adversely affect our expansion efforts, and consequently, adversely affect our consolidated results of operations.

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We continue to evaluate opportunities for acquiring businesses that may supplement our internal growth.

However, there can be no assurance that we will be able to identify and purchase suitable acquisitions.

However, there can be no assurance that we will be able to identify and purchase suitable acquisitions on favorable terms or at all.

We may pay substantial amounts of cash or incur debt to pay for acquisitions, which could adversely affect our liquidity.

The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations.

From time to time, we have issued, and may continue to issue, equity securities to pay for acquisitions, which could adversely affect our consolidated results of operations and result in dilution to our stockholders.

In addition, acquisitions we announce could be viewed negatively by investors, which may adversely affect our business or our stock price.

Volatility in our stock price may also negatively impact our ability to complete acquisitions on favorable terms.

In addition, the success of any acquisition, including the ability to realize anticipated cost synergies, depends in part on our ability to integrate the acquired company.

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The failure to identify suitable acquisitions and successfully integrate these acquired businesses, or to discover liabilities associated with such businesses in the diligence process, could adversely affect our consolidated results of operations.

We may be unable to complete the proposed acquisition of UniFirst, or, if completed, successfully integrate UniFirst’s business and realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.

The proposed acquisition of UniFirst is subject to risks and uncertainties, and there can be no assurance that the Transaction will be completed on the anticipated terms, within the expected timeframe, or at all.

Completion of the Transaction is subject to a number of conditions, including, among others, the receipt of required regulatory approvals, including the expiration or termination of applicable waiting periods under the HSR Act.

These conditions may not be satisfied in a timely manner or at all.

In addition, the merger agreement may be terminated under specified circumstances, including if the transaction is not consummated by the applicable outside date set forth in the Merger Agreement.

If the Transaction is not completed, we would not realize any of the anticipated strategic, operational or financial benefits of the acquisition and could be subject to a number of risks and costs, including a decline in the market price of our common stock to the extent that the current market price reflects expectations that the Transaction will be completed;

significant transaction-related expenses, including legal, accounting, financial advisory, financing and other professional fees, whether or not the Transaction is completed;

the diversion of management's time and attention from existing business operations and other strategic opportunities;

potential adverse reactions from customers, suppliers, business partners, employee-partners and the financial markets;

potential litigation relating to the Transaction or the failure to complete the transaction;

and, under certain circumstances, the obligation to pay UniFirst a termination fee of $350.0 million.

The announcement and pendency of the Transaction may also disrupt our business operations and relationships regardless of whether the Transaction is completed.

Uncertainty regarding the Transaction could make it more difficult to retain and attract employees, maintain relationships with customers, suppliers and other business partners, and pursue business opportunities during the pendency of the Transaction.

In addition, securities class action litigation, derivative litigation or other legal proceedings are often instituted in connection with significant merger transactions.

Any such litigation, regardless of its merits, could result in substantial costs, divert management's attention and resources, and delay the completion of the Transaction.

adverse judgment could result in monetary damages, and a successful claim seeking injunctive relief could prevent or materially delay the completion of the Transaction.

Even if the Transaction is completed, we may not realize the anticipated benefits, cost savings, synergies, efficiencies, innovation opportunities, enhanced growth prospects or other strategic objectives expected from the Transaction within the anticipated time period or at all.

The integration of UniFirst's business into our operations will be a complex, costly and time-consuming process and may result in significant challenges, including the diversion of management's attention from ongoing business operations;

difficulties in retaining key management personnel and other employee-partners;

challenges in retaining customers and maintaining relationships with suppliers and other business partners;

difficulties in combining and coordinating geographically dispersed operations;

challenges associated with consolidating corporate and administrative functions and eliminating duplicative operations;

unanticipated issues in integrating information technology, communications, operational and financial reporting systems;

previously unknown liabilities;

unforeseen integration expenses;

and delays in implementing integration initiatives.

The anticipated benefits of the Transaction are based on a number of assumptions that may prove to be inaccurate.

If we are unable to successfully integrate UniFirst's business, retain employees and customers, achieve anticipated synergies and efficiencies, effectively manage an expanded organization or otherwise realize the expected benefits of the Transaction, our financial results could differ materially from our expectations.

In such circumstances, the Transaction may not be accretive to earnings, may not improve our financial position, may not enhance our ability to reduce leverage, and may not generate the expected cash flows or returns on investment.

As a result, our business, financial condition, results of operations and the market price of our common stock could be materially adversely affected.

In addition, the completion of the Transaction is subject to the expiration or termination of applicable waiting periods (including any extension thereof) and the receipt of certain authorizations or consents from regulatory authorities that may impose conditions that could have an adverse effect on us after the completion of the Transaction or, if not obtained, could prevent completion of the Transaction.

We are subject to business uncertainties and contractual restrictions while the Transaction is pending, which could adversely affect our business and operations.

In connection with the pendency of the Transaction, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the Transaction or otherwise.

Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of its respective business prior to completing the Transaction.

Such limitations could adversely affect our business and operations prior to the completion of the Transaction.

Risks associated with the suppliers from whom our products are sourced, including greater costs associated with tariffs, could adversely affect our consolidated results of operations.

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Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient manner, is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.

Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems

experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

In addition, U.S.

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We rely extensively on information technology systems, including third-party systems, to process transactions, maintain information and manage our businesses.

Disruptions in the availability of any internal or external information technology systems due to implementation of a new system or otherwise, or privacy incidents involving information technology systems, could impact our ability to service our customers and adversely affect our revenue, consolidated results of operations and reputation and expose us to litigation risk.

Disruptions in the availability of any internal or external information technology systems due to implementation of a new system or otherwise, or privacy incidents involving

information technology systems, could impact our ability to service our customers and adversely affect our revenue, consolidated results of operations and reputation and expose us to litigation risk.

Our businesses rely on various information technology systems, including third-party systems, to provide customer information, process customer transactions and provide other general information necessary to manage our businesses.

Our information technology systems are subject to damage or interruption due to cybersecurity attacks, system conversions, power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our employees.

Although we have an active disaster recovery plan in place that is frequently reviewed and tested, and we believe that we have adopted appropriate measures designed to mitigate potential risks to our technology and our operations from these information technology-related and other potential disruptions, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays and interruptions in our ability to provide products and services to our customers.

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However, there can be no assurance that we will not experience material cybersecurity incidents in the future.

If the network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to our technology fails, or we are unable to successfully address cybersecurity incidents or the risks from cybersecurity threats, we could experience production downtimes, operational delays and interruptions in our ability to provide products and services to our customers, the compromising of confidential or otherwise protected Company, customer, or employee information, destruction or corruption of data, security incidents, or other manipulation or improper use of our systems and networks which could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.

If the network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to our technology fails, or we are unable to successfully address cybersecurity incidents or the risks from cybersecurity threats, we could experience production downtimes, operational delays and interruptions in our ability to provide products and services to our customers, the compromising of confidential or otherwise protected Company, customer, or employee-partner information, destruction or corruption of data, security incidents, or other manipulation or improper use of our systems and networks which could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.

In addition, we rely on software applications, enterprise cloud storage systems and cloud computing services provided by third-party vendors for certain information technology services, including our SAP enterprise system, payroll data, risk management data and lease data.

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Additionally, we cannot be certain that any insurance coverage will be adequate for cybersecurity liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.

The world has experienced an exponential level of growth in the availability of potential applications of artificial intelligence (AI).

AI could disrupt certain aspects of our business and evolve use of technology in ways that are not yet known.

If we are not able to adapt and effectively incorporate potential advantages of AI in our business, it may negatively impact our ability to compete.

On the other hand, if we are not able to effectively manage the risks of AI, including the potential for poor or inconsistent quality, privacy concerns, risks related to automated decision-making, and the potential for exposure of confidential and/or propriety information, we may suffer harm to our consolidated results of operations and reputation.

Our ability to successfully develop, implement and utilize artificial intelligence and other emerging technologies is subject to numerous risks and uncertainties that could adversely affect our business, results of operations, financial condition and reputation.

We are increasingly utilizing artificial intelligence (AI), including generative AI, machine learning, automation and other emerging technologies across various aspects of our business, including customer service, sales and marketing, logistics and route optimization, supply chain management, operational processes, data analytics, software development and internal business functions.

We also rely on third-party vendors, service providers and technology partners that utilize AI in products and services that support our operations.

The successful deployment of these technologies depends on, among other things, our ability to identify appropriate use cases, maintain high-quality data, develop and implement effective governance and control frameworks, manage costs, protect confidential information and comply with evolving legal and regulatory requirements.

The development, implementation and use of AI technologies present a number of risks.

AI systems may produce inaccurate, incomplete, biased, misleading or otherwise flawed outputs, including decisions or recommendations that adversely affect our operations, customers, partners or employee-partners.

Errors in AI-generated outputs may lead to operational inefficiencies, customer dissatisfaction, business disruptions, reputational harm, litigation, regulatory scrutiny or liability.

In addition, our employee-partners or third parties may use AI technologies in ways that are inconsistent with our policies, contractual obligations or applicable laws.

The regulatory environment governing AI is rapidly evolving in the U.S.

and internationally.

Existing and new laws, regulations, industry standards and governmental guidance relating to AI, data privacy, cybersecurity, intellectual property, transparency, consumer protection, employment practices and automated decision-making may increase our compliance costs, restrict our ability to develop and deploy AI solutions, require changes to our business practices or expose us to regulatory investigations, enforcement actions, penalties or litigation.

Our use of AI technologies also may increase cybersecurity, privacy and data protection risks.

AI systems may process large volumes of proprietary, personal, customer, supplier and employee-partner information, and failures in the design, implementation or oversight of such systems could result in the unauthorized disclosure, misuse, loss or corruption of data.

Additionally, threat actors may utilize AI to develop increasingly sophisticated cyberattacks, phishing campaigns, malware, fraud schemes, social engineering techniques and other malicious activities targeting the Company, our customers, suppliers and employee-partners.

Further, AI technologies raise complex intellectual property and ownership issues.

We may face claims alleging that AI-generated content, models, tools or outputs infringe, misappropriate or otherwise violate the intellectual property or proprietary rights of third parties.

We may also encounter uncertainty regarding our ownership or ability to protect intellectual property created through the use of AI technologies.

In addition, competitors may develop or adopt AI capabilities more rapidly or more effectively than we do, which could impair our ability to compete, improve productivity, enhance customer experiences, attract talent or achieve expected returns on technology investments.

The costs of developing, acquiring, maintaining and governing AI technologies may be significant, and the expected benefits may not be realized on a timely basis or at all.

If we are unable to effectively manage the risks associated with AI and other emerging technologies, including risks relating to data protection, cybersecurity, intellectual property, regulatory compliance, operational effectiveness, ethical use and reputational considerations, our business, financial condition, results of operations and reputation could be materially adversely affected.

Failure to achieve and maintain effective internal controls could adversely affect our business and stock price.

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If we fail to maintain the adequacy of our internal controls or if we or our independent registered public accounting firm were to discover material weaknesses in our internal controls, as such standards are modified, supplemented or amended, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

Failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud.

Failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable

financial reports or prevent fraud.

This may cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

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Competitive pressures and labor shortages within and outside our industry may make it more difficult and expensive for us to attract and retain key employee-partners which could adversely affect our businesses.

Our ability to attract, retain, and motivate employee-partners may also be adversely affected by stock price volatility.

In addition, the pendency of the Transaction may cause our current and prospective employee-partners to experience uncertainty about their roles after the completion of the Transaction, which may have an adverse effect on our ability to attract, motivate or retain management personnel and other key employee-partners.

We believe we have positive labor relationships with our employee-partners.

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In addition, it may limit our ability to obtain additional financing in the future to enable us to react to changes in our business or industry or place us at a competitive disadvantage compared to businesses in our industry that have less debt.

In connection with the proposed Transaction, we expect to incur approximately $2.8 billion in additional indebtedness and, if incurred, would have consolidated indebtedness of approximately $5.2 billion, which is greater than our current indebtedness.

Any such increase in indebtedness in comparison to our indebtedness on a historical basis may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions and increasing borrowing costs.

In addition, any new financing arrangements that we enter into in connection with the proposed Transaction, may, under certain circumstances, impose significant operating and financial restrictions on us.

Any such restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.

Changes in the fuel and energy industry could adversely affect our consolidated financial condition and consolidated results of operations.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside of our control, including geopolitical developments, supply and demand fluctuations for fuel and other energy related products, actions by energy producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters and environmental concerns including the impact of legislative and regulatory efforts to limit GHG emissions.

legislative and regulatory efforts to limit GHG emissions.

Increases in fuel and energy costs could adversely affect our consolidated financial condition and consolidated results of operations.

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In addition, deterioration in the global credit markets may limit our ability to access credit markets, which could adversely affect our liquidity and/or increase our cost of borrowing.

In addition, credit market deterioration and

its actual or perceived effects on our results of operations and financial condition, along with deterioration in general economic conditions, may increase the likelihood that the major independent credit agencies will downgrade our credit ratings, which could increase our cost of borrowing.

In addition, credit market deterioration and its actual or perceived effects on our results of operations and financial condition, along with deterioration in general economic conditions, may increase the likelihood that the major independent credit agencies will downgrade our credit ratings, which could increase our cost of borrowing.

Increases in our cost of borrowing could adversely affect our consolidated results of operations.

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We have incurred, and will continue to incur, capital and operating expenditures and other costs in the ordinary course of our business in complying with the USDOT regulations, the OSHA Act and other laws and regulations to which we are subject.

Changes in laws, regulations and the related interpretations, including any laws or regulations that may be enacted by the current U.S.

Changes in laws, regulations and the related interpretations, including any laws or regulations that may be enacted

by the current U.S.

presidential administration and Congress, may alter the landscape in which we do business and may affect our costs of doing business.

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Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures.

Any increase in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

Any increase in the amount of taxation incurred as a result of challenges to our tax filing

positions could result in a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

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-K

Item 1A. Risk Factors