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Item 8. Financial Statements and Supplementary Data

2026-07-29 compared with 2025-07-28 · 122 added, 88 removed, 986 unchanged (18% of the section changed)

57 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Valuation of Insurance Reserves

Valuation of insurance reserve

Description of the Matter At May 31, 2026, the Company's insurance reserve was $218.5 million.

As described in Note 1 to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted (incurred but not reported) claims primarily related to workers' compensation, auto liability and other general liability exposure.

The unasserted (incurred but not reported) insurance reserve is estimated through actuarial procedures and by using industry assumptions, adjusted for Company specific expectations based on claims history.

As described in Note 1 to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted claims (incurred but not reported) primarily related to workers' compensation, auto liability and other general liability exposure.

The unasserted (incurred but not reported) insurance reserve is estimated through actuarial procedures with the assistance of third-party actuarial specialists, of the insurance industry and by using industry assumptions, adjusted for specific expectations based on the Company’s claims history.

Auditing the Company's estimate of the unasserted (incurred but not reported) insurance reserve is judgmental and complex due to the significant estimation uncertainty of the potential value of unasserted claims, which are developed with the assistance of a third-party actuarial specialist.

43 unchanged sentences

Selling and administrative expenses 3,086,145 2,814,438 2,617,783

UniFirst Corporation transaction expenses 15,136 — —

Operating income 2,606,512 2,359,726 2,068,633

20 unchanged sentences

( 6,092 ) ( 6,092 ) ( 5,984 )

Other, net of tax expense (benefit) of $ 332 , $ 867 and $( 54 ),

Other, net of tax expense of $ 1,244 , $ 332 and $ 867 , respectively

3,633 969 2,535

Other comprehensive (loss) income, net of tax expense of $ 249 ,

Other comprehensive income (loss), net of tax expense of $ 959 ,

$ 249 and $ 5,070 , respectively

61 unchanged sentences

Net income — — 1,571,592 — — — 1,571,592

Comprehensive loss, net of tax — — — ( 30,139 ) — — ( 30,139 )

Comprehensive income, net of tax — — — 13,423 — — 13,423

Dividends — — ( 550,952 ) — — — ( 550,952 )

5 unchanged sentences

Net income — — 1,812,281 — — — 1,812,281

Comprehensive income, net of tax — — — 13,423 — — 13,423

Comprehensive loss, net of tax — — — ( 6,812 ) — — ( 6,812 )

Dividends — — ( 631,785 ) — — — ( 631,785 )

5 unchanged sentences

Net income — — 1,999,968 — — — 1,999,968

Comprehensive loss, net of tax — — — ( 6,812 ) — — ( 6,812 )

Comprehensive income, net of tax — — — 78 — — 78

Dividends — — ( 724,420 ) — — — ( 724,420 )

34 unchanged sentences

Cash flows from financing activities:

Payments of commercial paper, net — — ( 261,200 )

Proceeds from issuance of debt — 398,088 —

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 735 ) ( 1,298 ) 206

Net (decrease) increase in cash and cash equivalents ( 78,042 ) 217,866 33,678

Net increase (decrease) in cash and cash equivalents 25,045 ( 78,042 ) 217,866

Cash and cash equivalents at beginning of year 263,973 342,015 124,149

5 unchanged sentences

Cintas Corporation (collectively, with its majority-owned subsidiaries and any entities over which it has control, Cintas, Company, we, us or our) helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as Canada and Latin America, get READY™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.

With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm services, Cintas helps customers get Ready for the Workday ® .

With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, automated external defibrillators (AEDs), eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm services, Cintas helps customers get Ready for the Workday ® .

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).

This transaction between Cintas and UniFirst is referred to herein as the "Transaction." UniFirst is a North American company in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services.

In connection with the Transaction, under the terms of the Merger Agreement, Cintas will acquire all 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 validly issued, fully paid and non-assessable Cintas common stock, with no par value (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any applicable withholding taxes.

In conjunction with the Transaction, during the fiscal year ended May 31, 2026, we incurred $ 16.1 million in transaction expenses related to the potential acquisition of UniFirst for legal and professional services, regulatory fees and financing fees.

Of the $ 16.1 million, $ 15.1 million was recorded in selling and administrative expenses, and $ 1.0 million was recorded in interest expense, on the consolidated statements of income.

A portion of these expenses are non-deductible for income tax purposes once the merger (Merger) has been executed.

No transaction expenses were incurred during the fiscal year ended May 31, 2025.

The completion of the Merger is subject to certain conditions, including, without limitation:

the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the obtaining of certain regulatory approvals;

the absence of an injunction or law prohibiting the 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 Transaction has not closed as of the date of the filing of this Form 10-K.

We expect the Transaction to close in the second half of calendar 2026.

Cintas’ reportable operating segments are the Uniform Rental and Facility Services operating segment and the First Aid and Safety Services operating segment.

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GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

The Company’s results are affected by economic, political, legislative, regulatory and legal actions.

The Company’s results are

affected by economic, political, legislative, regulatory and legal actions.

Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of raw materials, can have a significant effect on operations.

1 unchanged sentence

Revenue recognition.

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.

Over 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.

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.

Revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities.

Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer.

Certain of our customer contracts include pricing terms and conditions that include components of variable consideration.

The variable consideration is typically in the form of consideration paid to a customer based on performance metrics specified within the contract and is not material in any period presented.

When determining if variable consideration should be constrained, the Company considers whether factors outside its control could result in a significant reversal of

In making these assessments, the Company considers the likelihood and magnitude of a potential reversal.

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

No constraints on our revenue recognition were applied during the fiscal years ended May 31, 2025, 2024 or 2023.

See Note 2 entitled Revenue Recognition.

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The amortization rates used are based on industry experience and Cintas' specific experience.

These factors are

critical to determining the amount of in service inventory and related cost of uniforms and facility services that are presented in the consolidated financial statements.

These factors are critical to determining the amount of in-service inventory and related cost of uniforms and facility services that are presented in the consolidated financial statements.

Investments .

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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.

As permitted by Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), the Company has elected to apply the guidance to a portfolio of contracts (or performance obligations) with similar characteristics because the Company reasonably expects that the effects on the consolidated financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within the portfolio.

As permitted by

Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), the Company has elected to apply the guidance to a portfolio of contracts (or performance obligations) with similar characteristics because the Company reasonably expects that the effects on the consolidated financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within the portfolio.

The Company also continues to expense certain costs to obtain a contract if those costs do not meet the criteria of ASC 606 or the amortization period of the asset would have been one year or less.

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Acquisition-related transaction costs are recognized separately from the business combinations and expensed as incurred.

See Note 9 entitled Acquisitions.

Debt issuance costs.

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Our incurred but not reported reserve is estimated through actuarial procedures, with the assistance of third-party actuarial specialists, of the insurance industry and by using industry assumptions, adjusted for specific expectations based on our claims history.

Cintas records an increase or decrease in selling and administrative expenses related to development of prior claims, higher claims activity and other industry factors in the period in which it becomes known.

Cintas records an increase or decrease in selling and administrative expenses related to development of prior claims, recent claims activity and other industry factors in the period in which it becomes known.

These changes in estimates may be material to the consolidated financial statements.

1 unchanged sentence

The Company assumed the G&K Services, Inc.

(G&K) noncontributory, defined benefit pension plan (the Pension Plan) covering substantially all employees who were employed as of July 1, 2005, except certain employee-partners who are covered by union-administered plans.

Benefits are based on the number of years of service and each employee-partner's compensation near retirement.

(G&K) noncontributory, defined benefit pension plan (the Pension Plan) covering substantially all employees who were employed as of July 1, 2005, except certain employees who are covered by union-administered plans.

Benefits are based on the number of years of service and each employee's compensation near retirement.

G&K froze the Pension Plan effective December 31, 2006.

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The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants.

These valuations reflect the terms of the Pension Plan and use participant-specific information such as compensation, age and years of service, as well as certain assumptions that require significant judgment, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates.

These valuations reflect the terms of the Pension Plan and use participant-

specific information such as compensation, age and years of service, as well as certain assumptions that require significant judgment, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates.

We recognize, as of a measurement date, any unrecognized actuarial net gains or losses that exceed ten percent of the larger of the projected benefit obligations or the plan assets, defined as the "corridor." Amounts outside the corridor are amortized over the plan participants' life expectancy.

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Stock-based compensation.

Compensation expense is recognized for all share-based payments to employees, including stock options and restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are granted.

Compensation expense is recognized for all share-based payments to employee-partners, including stock options and restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are granted.

The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model.

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Cintas is also party to additional litigation not considered in the ordinary course of business.

See Note 15 entitled Litigation and Other Contingencies for a detailed discussion of such additional litigation.

Fair value measurements.

Financial Accounting Standards Board (FASB) ASC Topic 820, Fair Value Measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Financial Accounting Standards Board (FASB) ASC Topic 820, Fair Value Measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to

transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

26 unchanged sentences

All comparable period references made to common stock shares, equity awards, common stock per share amounts and treasury stock shares in the accompanying consolidated 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 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 that are regularly provided to the CODM and other items of an entity’s reportable operating segments.

Early adoption is permitted.

This standard was adopted by Cintas on May 31, 2025 and did not have a material impact on the Company's consolidated 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 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 is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements.

ASU 2023-09 became effective for annual periods beginning after December 15, 2024 (fiscal

The Company adopted the standard on a prospective basis for the year ended May 31, 2026.

Refer to Note 8 entitled Income Taxes for further details.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

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

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equivalents $ 289,018 $ — $ — $ 289,018 $ 263,973 $ — $ — $ 263,973

Prepaid expenses

and other current

Interest rate lock

agreements — 109,480 — 109,480 — — — —

Other assets, net:

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The fair value was determined by comparing the locked rates against the benchmarked treasury rate.

No other amounts included in other asset, net, are recorded at fair value on a recurring basis.

No other amounts included in prepaid expenses and other current assets or 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.

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Included in equipment at May 31, 2026 and 2025, were $ 387.5 million and $ 377.7 million, respectively, of internal use software.

Included in construction in progress at May 31, 2025 and 2024, were $ 50.5 million and $ 39.0 million,

respectively, of certain expenditures for software that are purchased or internally developed for use in business.

Included in construction in progress at May 31, 2026 and 2025, were $ 77.1 million and $ 50.5 million, respectively, of certain expenditures for software that are purchased or internally developed for use in business.

Amortization of internal use software begins when the software is ready for service and continues on the straight-line method over the estimated useful life, generally 10 years.

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$ 1,031,490 $ 726,776 $ 304,714 $ 896,632 $ 621,351 $ 275,281

Noncompete and consulting

agreements and other 262,610 75,249 187,361 233,334 70,877 162,457

Noncompete agreements

and other 166,290 77,238 89,052 262,610 75,249 187,361

Other assets $ 1,197,780 $ 804,014 $ 393,766 $ 1,159,242 $ 696,600 $ 462,642

1 unchanged sentence

Amortization expense for service contracts and other assets was $ 167.1 million, $ 167.8 million and $ 158.9 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

At May 31, 2025, the weighted average amortization period for service contracts, capitalized contract costs, noncompete and consulting agreements and other was 13 years, 7 years, 5 years and 10 years, respectively.

At May 31, 2026, the weighted average amortization period for service contracts, capitalized contract costs and noncompete agreements was 13 years, 8 years and 5 years, respectively.

As of May 31, 2026, the estimated future amortization expense for service contracts and other assets, excluding any future acquisitions and commissions to be earned, is as follows:

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Senior notes 3.70 % 2017 2027 $ 1,000,000 $ —

3.11 % 2015 2025 $ — $ 50,294

Senior notes 3.45 % 2022 2025 — 400,000

Debt issuance costs ( 1,013 ) —

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Total debt due after one year $ 1,429,086 $ 2,424,999

(1) Cintas assumed these senior notes with the acquisition of 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.

The average interest rate for all Cintas debt at May 31, 2026 was 4.1 %, with maturity dates through fiscal year 2037.

Cintas' senior notes, excluding G&K senior notes assumed with the acquisition of G&K in fiscal 2017, 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 general market prices.

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 May 31, 2026 were $ 2,436.6 million and $ 2,425.2 million, respectively, and as of May 31, 2025 were $ 2,436.6 million and $ 2,404.7 million, respectively.

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On May 2, 2025, Cintas issued $ 400.0 million aggregate principal amount of senior notes that bear an interest rate of 4.20 % and mature on May 1, 2028.

During the fiscal year ended May 31, 2024, Cintas repurchased and subsequently retired, $ 13.5 million of its 6.15 %, 30-year senior notes.

In conjunction with these transactions, Cintas recognized a loss of $ 0.9 million, which is recorded in interest expense on the consolidated statement of income for the fiscal year ended May 31, 2024.

Letters of credit outstanding were $ 125.8 million and $ 129.6 million at May 31, 2026 and 2025, respectively.

1 unchanged sentence

Interest paid was $ 106.2 million, $ 101.6 million and $ 100.8 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

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

The credit agreement has an accordion feature that provides Cintas the ability to request increases to the borrowing commitments under the revolving credit facility of up to $ 500.0 million in the aggregate, subject to customary conditions.

During fiscal 2026, in connection with the Company's entry into the Merger Agreement related to the acquisition of UniFirst, Cintas pre-paid $ 5.2 million in fees to acquire the bridge loan financing.

As of May 31, 2026, these fees were recorded in other assets, net on the consolidated balance sheet to be expensed over the life of the bridge loan financing.

The amortization of debt issuance costs, as a component of interest expense, was $ 4.8 million, $ 3.5 million and $ 3.6 million for fiscal years ended May 31, 2026, 2025 and 2024, respectively.

Cintas Corporation No.

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 the obligations under the Existing Credit Agreement were terminated.

As of both May 31, 2026 and 2025, there was no commercial paper outstanding and no borrowings on our revolving credit facility.

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(in thousands)

Prepaid and other

current assets Other

2022 $ 65,017 $ 61,230

2020 $ 44,463 $ 41,320

The interest rate locks are also recorded in other comprehensive income (loss), net of tax.

The interest rate locks had no impact on net income or cash flows for the fiscal years ended May 31, 2025 or 2024.

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 fiscal years ended May 31, 2026 or 2025.

Cintas' debt agreements contain certain covenants.

These covenants limit Cintas' ability to incur certain liens and priority debt, 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 EBITDA and interest coverage ratios.

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 a certain debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio.

Cross-default provisions exist between certain debt instruments.

If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.

Cintas was in compliance with all of the debt covenants for all periods presented.

Cintas was in compliance with all the debt covenants for all periods presented.

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.

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$ 505,366 $ 451,921 $ 402,043

Reconciliation of income tax expense using the statutory rate and actual income tax expense is as follows for the fiscal year ended May 31, 2026:

(In thousands)

Income taxes at the U.S.

federal statutory rate $ 526,120 21.0 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects ( 4,835 ) ( 0.2 )%

Effect of cross-border tax laws ( 3,219 ) ( 0.1 )%

Tax credits ( 13,325 ) ( 0.5 )%

Nontaxable or nondeductible items:

Stock-based compensation ( 52,953 ) ( 2.1 )%

Other nontaxable and nondeductible items, net ( 15,857 ) ( 0.6 )%

Changes in unrecognized tax benefits 5,719 0.2 %

Other 322 0.0 %

$ 505,366 20.2 %

(1) State taxes in California, Illinois, New York, New Jersey and Wisconsin make up the majority (greater than 50%) of the tax effect in the state and local income tax category.

Reconciliation of income tax expense using the statutory rate and actual income tax expense is as follows for the fiscal years ended May 31:

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(1) Primarily consists of the excess tax benefits related to stock-based compensation.

During the fiscal year ended May 31, 2026, income taxes paid, net of any refunds, were $ 402.1 million, which included federal tax payments of $ 304.8 million (inclusive of cash payments of $ 183.7 million to acquire transferable tax credits, which were applied to our federal tax obligation), state and local tax payments of $ 78.4 million and foreign tax payments of $ 18.9 million.

The components of deferred income taxes included on the consolidated balance sheets are as follows at May 31:

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As a result of this analysis, management believes it is more likely than not that the recorded deferred tax assets will be realized.

Income taxes paid were $ 454.9 million, $ 423.1 million and $ 291.9 million for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.

As of May 31, 2026 and 2025, there was $ 52.8 million and $ 47.8 million, net of federal benefit, respectively, in total unrecognized tax benefits, which, if recognized, would favorably impact Cintas' effective tax rate.

7 unchanged sentences

Additions for tax positions of prior years 3,791

Settlements ( 7,325 )

Statute expirations ( 1,530 )

1 unchanged sentence

Additions for tax positions of the current year 14,428

Additions for tax positions of prior years 3,791

Settlements ( 4,180 )

Statute expirations ( 5,536 )

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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.

None of the goodwill is deductible for income tax purposes.

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

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).

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated 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).

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The amounts of contributions to the Plan and ESOP, as well as the matching contribution to the 401(k), are made at the discretion of the Board of Directors (the Board).

Total contributions, including Cintas' matching contributions, which approximate cost, were $ 129.8 million, $ 115.1 million and $ 99.1 million for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.

Total contributions, including Cintas' matching contributions, which approximate cost, were $ 144.3 million, $ 129.8 million and $ 115.1 million for the fiscal years ended May 31, 2026, 2025 and

2024, respectively.

The expense associated with these contributions was recorded in selling and administrative expenses on the consolidated statements of income.

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

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

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

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

Cintas announced on July 26, 2022 that the Board authorized a $ 1.0 billion share buyback program, which was completed during the second quarter of fiscal 2026.

2024 and October 28, 2025, Cintas announced that the Board authorized share buyback programs, each for $ 1.0 billion.

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

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July 23, 2024 2,688 191.29 514,221 — — — — — —

October 28, 2025 — — — — — — — — —

3,960 $ 196.38 $ 777,785 3,794 $ 179.07 $ 679,329 3,764 $ 136.92 $ 515,388

10 unchanged sentences

(In thousands except per share data)

Shares Average Price per Share Non-Cash

Value Shares Average Price per Share Non-Cash

Shares Average

Price per Share Non-Cash

Value Shares Average

Price per Share Non-Cash

Value Shares Average

Price per Share Non-Cash

Non-cash transaction activity 613 $ 205.13 $ 125,766 808 $ 196.93 $ 158,953 1,133 $ 137.18 $ 155,403

There were no share buybacks in the period subsequent to May 31, 2025, through July 28, 2025.

In the period subsequent to May 31, 2026, through July 29, 2026, we purchased 0.2 million shares of Cintas common stock at an average price of $ 199.70 per share, for a total purchase price of $ 48.4 million.

From the inception of the July 23, 2024 share buyback program through July 29, 2026, Cintas has purchased 2.9 million shares of Cintas common stock in the aggregate, at an average price of $ 191.99 per share, for a total purchase price of $ 562.7 million.

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

Cintas has made no purchases under the October 28, 2025 share buyback program.

Stock-Based Compensation

29 unchanged sentences

Granted 1,633,988 165.58

Canceled ( 6,840 ) 16.45

Forfeited ( 442,372 ) 102.84

106 unchanged sentences

Selling and administrative expenses 2,232,515 449,084 404,546 — 3,086,145

Operating income $ 1,873,390 $ 294,728 $ 191,608 $ — $ 2,359,726

UniFirst transaction expenses — — — 15,136 15,136

Operating income (loss) $ 2,077,012 $ 353,399 $ 191,237 $ ( 15,136 ) $ 2,606,512

Depreciation and amortization $ 412,392 $ 72,922 $ 27,532 $ — $ 512,846

17 unchanged sentences

Total assets $ 7,503,043 $ 730,003 $ 593,756 $ 342,015 $ 9,168,817

(1) Corporate operating loss relates to the UniFirst transaction expenses.

Corporate assets represent the consolidated cash balance in all periods presented.

Note 15 - 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.

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 monetary payment related to the contract dispute of $ 45.0 million, which was accrued for and included in accrued liabilities on the consolidated balance sheet at May 31, 2025 and May 31, 2024.

The amount reserved for this matter did not have a material impact on the fiscal 2024 consolidated statement of income.

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 Company received final court approval from the U.S.

District Court for the District of Nevada on April 29, 2025 and paid the settlement in July, 2025.

The following table summarizes a reconciliation of total segment operating income to consolidated net income for the fiscal years ended May 31:

(In thousands) 2026 2025 2024

Total segment operating income $ 2,606,512 $ 2,359,726 $ 2,068,633

Interest income ( 5,107 ) ( 5,584 ) ( 5,742 )

Interest expense 106,285 101,108 100,740

Income before income taxes 2,505,334 2,264,202 1,973,635

Income taxes 505,366 451,921 402,043

Net income $ 1,999,968 $ 1,812,281 $ 1,571,592

Changes in and Disagreements with

1 unchanged sentence

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 8. Financial Statements and Supplementary Data