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Item 1. Financial Statements

2026-10-07 compared with 2026-04-07 · 113 added, 288 removed, 386 unchanged (51% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

Three Months Ended Nine Months Ended

(In thousands except per share data) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Three Months Ended

(In thousands except per share data) August 31, 2026 August 31, 2025

Uniform rental and facility services $ 2,294,736 $ 2,091,066

6 unchanged sentences

Selling and administrative expenses 827,244 748,702

UniFirst Corporation transaction expenses 14,412 —

Operating income 711,887 617,859

10 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

(In thousands) February 28,

2026 February 28,

2025 February 28,

2026 February 28,

Three Months Ended

(In thousands) August 31,

2026 August 31,

Net income $ 551,711 $ 491,140

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

( 787 ) ( 325 )

Change in fair value of interest rate lock

agreements, net of tax (benefit) expense

of $( 806 ), $ 1,786 , $( 2,496 ) and $ 144 ,

Change in fair value of interest rate lock agreements, net of tax expense (benefit) of $ 2,933 and $( 908 ), respectively

8,568 ( 2,652 )

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

$( 513 ), $( 1,539 ) and $( 1,539 ), respectively

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

$( 513 ), respectively

( 1,523 ) ( 1,523 )

Other, net of tax expense of $ 194 , $ 0 ,

$ 194 and $ 0 , respectively

Other comprehensive income (loss), net of

tax (benefit) expense of $( 1,125 ), $ 1,273 ,

$( 3,841 ) and $( 1,395 ), respectively

Other comprehensive income (loss), net of tax expense (benefit) of $ 2,420 and

$( 1,421 ), respectively

6,258 ( 4,500 )

3 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands) February 28,

(In thousands) August 31,

Current assets:

54 unchanged sentences

Net income — — 551,711 — — — 551,711

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 — — — 6,258 — — 6,258

4 unchanged sentences

Repurchase of common stock — — — — ( 1,575 ) ( 315,710 ) ( 315,710 )

Balance at February 28, 2026 779,263 $ 2,807,548 $ 12,743,710 $ 76,153 ( 379,248 ) $ ( 10,839,028 ) $ 4,788,383

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

Balance at August 31, 2026 780,726 $ 2,931,963 $ 13,416,890 $ 90,725 ( 381,209 ) $ ( 11,235,046 ) $ 5,204,532

and Paid-In Capital Retained

13 unchanged sentences

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

Net income — — 448,495 — — — 448,495

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

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

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

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

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

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

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

Net income — — 463,497 — — — 463,497

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

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

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

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

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

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

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

See accompanying notes.

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

(In thousands) February 28, 2026 February 28, 2025

Three Months Ended

(In thousands) August 31, 2026 August 31, 2025

Cash flows from operating activities:

2 unchanged sentences

Depreciation 78,918 77,589

Amortization of intangible assets and capitalized contract costs 145,074 142,011

Amortization 48,408 48,348

Stock-based compensation 31,047 30,348

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

Deferred income taxes 9,132 13,496

12 unchanged sentences

Purchases of investments ( 7,179 ) ( 6,538 )

Proceeds from sale of property and equipment — 23,972

Acquisitions of businesses, net of cash acquired ( 3,916 ) ( 7,602 )

2 unchanged sentences

Cash flows from financing activities:

Issuance of commercial paper, net 229,490 —

Proceeds from exercise of stock-based compensation awards 159 2,669

19 unchanged sentences

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.

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 three months ended August 31, 2026, we incurred $ 15.7 million in transaction expenses, which relate primarily to legal services, professional services and financing fees.

Of the $ 15.7 million, $ 14.4 million was recorded in operating income, and $ 1.3 million was recorded in interest expense on the consolidated condensed statements of income.

A portion of these expenses are non-deductible for income tax purposes once the Transaction has been executed.

No transaction expenses were incurred during the three months ended August 31, 2025.

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

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

the absence of an injunction or law prohibiting the Transaction;

the accuracy of the parties' respective representations and warranties;

and the compliance by the Company and UniFirst with their respective covenants and agreements.

The Transaction has not closed as of the date of the filing of this Form 10-Q.

On June 11, 2026, each of Cintas and UniFirst received a request for additional information and documentary material (the Second Request) from the U.S.

Federal Trade Commission (the FTC) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.

On October 2, 2026, each of Cintas and UniFirst certified to the FTC that it has substantially complied with the Second Request.

On October 2, 2026, Cintas and UniFirst entered into a timing agreement with the FTC pursuant to which Cintas and UniFirst agreed, among other things, not to consummate the Transaction prior to December 11, 2026 unless they have received written notice from the FTC prior to such date that the FTC has closed its investigation of the Transaction.

Cintas expects that the Transaction will close prior to the end of calendar year 2026, subject to the satisfaction or waiver of customary closing conditions.

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,

(In thousands) August 31,

Raw materials $ 15,515 $ 17,302

2 unchanged sentences

Inventories, net $ 433,286 $ 446,435

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.

Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $ 60.5 million and $ 59.6 million at August 31, 2026 and May 31, 2026, 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):

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

2 unchanged sentences

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.

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends the guidance in Accounting Standards Codification (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.

3 unchanged sentences

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,

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 %

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

(In thousands) 2026 2025

Uniform Rental and Facility Services $ 2,294,736 76.1 % $ 2,091,066 76.9 %

First Aid and Safety Services 388,517 12.9 % 334,657 12.3 %

Fire Protection Services 252,289 8.4 % 221,900 8.2 %

Uniform Direct Sales 78,439 2.6 % 70,499 2.6 %

2 unchanged sentences

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.

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 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.

6 unchanged sentences

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

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.

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

As of August 31, 2026, the current and noncurrent assets related to capitalized commissions totaled $ 96.6 million and $ 319.1 million, respectively.

As of May 31, 2026, the current and noncurrent assets related to capitalized commissions totaled $ 96.0 million and $ 304.7 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.

We recorded amortization expense related to capitalized commissions of $ 26.3 million and $ 26.2 million during the three months ended August 31, 2026 and 2025, respectively.

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

Note 3 - Leases

8 unchanged sentences

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

Operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $ 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:

Operating lease costs, including short-term lease expense and variable lease costs, which were immaterial in both periods, were $ 27.4 million and $ 24.1 million for the three months ended August 31, 2026 and 2025, respectively.

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

(In thousands) 2026 2025

2 unchanged sentences

operating lease liabilities $ 15,618 $ 33,685

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:

1 unchanged sentence

Weighted-average discount rate 4.37 % 4.34 %

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of February 28, 2026:

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of August 31, 2026:

(In thousands)

2026 (remaining three months)

2027 (remaining nine months)

Thereafter 65,738

5 unchanged sentences

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

As of February 28, 2026 As of May 31, 2025

As of August 31, 2026 As of May 31, 2026

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

Cash and cash equivalents $ 243,599 $ — $ — $ 243,599 $ 289,018 $ — $ — $ 289,018

Other assets, net:

Interest rate lock

agreements — 92,762 — 92,762 — 102,550 — 102,550

Prepaid expenses and other current assets:

Interest rate lock agreements — 120,980 — 120,980 — 109,480 — 109,480

Total assets at fair

6 unchanged sentences

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.

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

2 unchanged sentences

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

See Note 9 entitled Acquisitions.

Note 5 - Earnings Per Share

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

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

Three Months Ended Nine Months Ended

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

Basic Earnings per Share

(In thousands except per share data)

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net income $ 551,711 $ 491,140

4 unchanged sentences

Basic earnings per share $ 1.37 $ 1.21

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 $ 551,711 $ 491,140

4 unchanged sentences

Effect of dilutive securities – employee stock options

4,677 6,538 5,214 6,924

Diluted weighted average common shares outstanding

1 unchanged sentence

Diluted earnings per share $ 1.36 $ 1.20

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.

For the three months ended August 31, 2026 and 2025, options granted to purchase 2.3 million and 1.4 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.

On July 26, 2022, July 23, 2024 and October 28, 2025, Cintas announced that the Board of Directors (the Board) authorized share buyback programs, each for $ 1.0 billion.

The July 26, 2022 share buyback program was completed during the second quarter of fiscal 2026.

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

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

Three Months Ended Nine Months Ended

February 28, 2026 February 28, 2026

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

Buyback Activity

10 unchanged sentences

Total repurchase of Cintas common stock $ 315,710 $ 266,097

Three Months Ended Nine Months Ended

February 28, 2025 February 28, 2025

Buyback Activity

(In thousands except per share data)

per Share Purchase

Price Shares Avg.

per Share Purchase

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

July 23, 2024 — — — — — —

— $ — $ — 2,732 $ 173.40 $ 473,617

Shares acquired for taxes due (1)

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

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

(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

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

(In thousands except per share data)

3 unchanged sentences

Non-cash transaction activity 244 $ 202.67 $ 49,628 304 $ 222.31 $ 67,581

Three Months Ended Nine Months Ended

February 28, 2025 February 28, 2025

per Share Non-Cash

Value Shares Avg.

per Share Non-Cash

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.

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:

In the period subsequent to August 31, 2026, through October 7, 2026, Cintas purchased 2.5 million shares of Cintas common stock at an average price of $ 198.99 per share, for a total purchase price of $ 494.0 million.

The July 23, 2024 share buyback program was completed in the period subsequent to August 31, 2026.

From the inception of the July 23, 2024 share buyback program through September 2026, Cintas has purchased 5.1 million shares of Cintas common stock in the aggregate, at an average price of $ 195.19 per share, for a total purchase price of $ 1.0 billion.

Under the October 28, 2025 share buyback program, Cintas has purchased 1.2 million shares of Cintas common stock at an average price of $ 198.90 per share, for a total purchase price of $ 244.1 million in the period subsequent to August 31, 2026, through October 7, 2026.

Note 6 - Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill by reportable operating segment and All Other for the three months ended August 31, 2026, is as follows:

(In thousands)

5 unchanged sentences

Foreign currency translation ( 1,198 ) ( 91 ) ( 4 ) ( 1,293 )

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

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

Balance as of August 31, 2026 $ 2,964,607 $ 303,365 $ 280,724 $ 3,548,696

Information regarding Cintas’ intangible assets, net are as follows:

As of August 31, 2026 As of May 31, 2026

(In thousands) Carrying

4 unchanged sentences

Service contracts $ 1,110,639 $ 837,667 $ 272,972 $ 1,111,966 $ 824,097 $ 287,869

Capitalized contract

Other intangible assets 87,466 77,500 9,966 87,272 76,493 10,779

$ 1,198,105 $ 915,167 $ 282,938 $ 1,199,238 $ 900,590 $ 298,648

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.

Amortization expense for service contracts and other intangible assets was $ 14.9 million and $ 15.3 million for the three months ended August 31, 2026 and 2025, 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

Thereafter 196,970

Total future amortization expense $ 691,058

Note 7 - Debt, Derivatives and Hedging Activities

3 unchanged sentences

Issued Fiscal Year

Maturity February 28,

Maturity August 31,

Debt due within one year

Commercial paper 3.81 % (1)

2026 2026 $ 229,490 $ —

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

Debt issuance costs ( 709 ) ( 1,013 )

Total debt due within one year $ 999,291 $ 998,987

3 unchanged sentences

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

Debt issuance costs ( 6,996 ) ( 7,464 )

Total debt due after one year $ 1,429,554 $ 1,429,086

(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) 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 carrying value and fair value of Cintas' debt as of August 31, 2026 were $ 2,436.6 million and $ 2,402.3 million, respectively, and as of May 31, 2026 were $ 2,436.6 million and $ 2,425.2 million, respectively.

The credit agreement which supports our commercial paper program has capacity under a revolving credit facility of $ 2.0 billion and contains a letter of credit sub-facility of up to $ 300.0 million and a swing line sub-facility of up to $ 150.0 million.

The credit agreement has an accordion feature that provides Cintas with the ability to request increases to the borrowing commitments under the revolving credit facility up to $ 1.0 billion in the aggregate, subject to customary conditions.

The maturity date of the revolving credit facility is March 27, 2031.

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.

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

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

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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.

The amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 1.5 million for both the three months ended August 31, 2026 and 2025.

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 aggregate notional value of outstanding cash flow hedges was $ 500.0 million at both August 31, 2026 and May 31, 2026.

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

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(In thousands)

Other Assets, net Other Assets, net

Prepaid and other current assets Prepaid and other current assets

2022 $ 70,676 $ 65,017

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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 interest rate locks had no impact on net income or cash flows for the three months ended August 31, 2026 or 2025.

Cintas' debt agreements contain certain covenants.

These covenants limit Cintas' ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets.

These covenants also require Cintas to maintain certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios.

These covenants also require Cintas to maintain a certain debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio.

Cross-default provisions exist between certain debt instruments.

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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.

As of August 31, 2026 and May 31, 2026, recorded unrecognized tax benefits were $ 56.3 million and $ 52.8 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.

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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, 2027.

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.

Cintas’ effective tax rate was 20.0 % and 17.6 % for the three months ended August 31, 2026 and 2025, respectively.

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

Note 9 - Acquisitions

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

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

Cintas acquired the following number of individually immaterial businesses by reportable operating segment and All Other during the nine months ended February 28:

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.

Note 9 - Accumulated Other Comprehensive Income (Loss)

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Balance at June 1, 2026 $ ( 28,359 ) $ 107,624 $ 5,202 $ 84,467

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

Other comprehensive (loss) income before

reclassifications ( 787 ) 8,568 — 7,781

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— ( 1,523 ) — ( 1,523 )

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

Net current period other comprehensive (loss) income ( 787 ) 7,045 — 6,258

Balance at August 31, 2026 $ ( 29,146 ) $ 114,669 $ 5,202 $ 90,725

(In thousands) Foreign

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

Other comprehensive income (loss) before

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

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

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

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

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

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

Other comprehensive (loss) income before

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

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

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

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

Other comprehensive (loss) income before

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

Amounts reclassified from accumulated other comprehensive income (loss)

— ( 1,523 ) — ( 1,523 )

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

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

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

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

Details about Accumulated

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Statements of Income

Three Months Ended Nine Months Ended

(In thousands) February 28,

2026 February 28,

2025 February 28,

2026 February 28,

Amortization of interest

rate locks $ 2,036 $ 2,036 $ 6,108 $ 6,108 Interest expense

(In thousands) 2026 2025

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

Tax expense ( 513 ) ( 513 ) Income taxes

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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 First Aid and Safety Services reportable operating segment consists of first aid and safety products and services, as well as workplace water services.

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

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Other Corporate (1)

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

As of and for the three months ended August 31, 2026

Revenue $ 2,294,736 $ 388,517 $ 330,728 $ — $ 3,013,981

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Selling and administrative expenses 590,764 124,275 112,205 — 827,244

Operating income $ 1,546,693 $ 254,672 $ 132,112 $ — $ 1,933,477

UniFirst transaction expenses — — — 14,412 14,412

Operating income (loss) $ 575,088 $ 99,542 $ 51,669 $ ( 14,412 ) $ 711,887

Depreciation and amortization $ 104,132 $ 15,926 $ 7,268 $ — $ 127,326

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Total assets $ 8,427,921 $ 996,578 $ 984,637 $ 243,599 $ 10,652,735

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

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

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

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

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

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

The following table summarizes a reconciliation of total segment operating income to consolidated net income for the three months ended August 31:

(In thousands) 2026 2025

Total segment operating income $ 711,887 $ 617,859

Interest income ( 2,649 ) ( 2,209 )

Interest expense 24,706 24,161

Income before income taxes 689,830 595,907

Income taxes 138,119 104,767

Net income $ 551,711 $ 491,140

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

What changed 10-Q

Item 1. Financial Statements