What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-07 compared with 2026-04-07 · 110 added, 177 removed, 181 unchanged (61% of the section changed)

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Cintas evaluates operating segment performance based on revenue and operating income.

Revenue and operating income for the three and nine months ended February 28, 2026 and 2025, for the two reportable operating segments and All Other are presented in Note 11 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.” The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker (CODM) regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

Revenue and operating income for the three months ended August 31, 2026 and 2025, for the two reportable operating segments and All Other are presented in Note 10 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.” The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker (CODM) regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

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) common stock.

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.

Under the terms of the Merger Agreement, subject to the satisfaction (or, to the extent permitted by applicable law in accordance with the Merger Agreement, waiver) of certain conditions, Cintas

will acquire all the outstanding shares of UniFirst common stock 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.

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.

Consolidated Results

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

Total revenue increased 8.9% to $2,841.4 million for the three months ended February 28, 2026, compared to $2,609.2 million for the three months ended February 28, 2025.

The organic revenue growth rate, which adjusts for

the impact of acquisitions and foreign currency exchange rate fluctuations, was 8.2%.

Revenue growth was positively impacted by 0.4% due to acquisitions and 0.3% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was $2,177.5 million for the three months ended February 28, 2026, compared to $2,021.1 million for the three months ended February 28, 2025, which was an increase of 7.7%.

Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

Total revenue increased 10.9% to $3,014.0 million for the three months ended August 31, 2026, compared to $2,718.1 million for the three months ended August 31, 2025.

The organic revenue growth rate, which adjusts for the impact of acquisitions, workday differences and foreign currency exchange rate fluctuations, was 8.9%.

Revenue growth was positively impacted by 0.4% due to acquisitions, positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025, and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was $2,294.7 million for the three months ended August 31, 2026, compared to $2,091.1 million for the three months ended August 31, 2025, which was an increase of 9.7%.

The organic revenue growth rate for this reportable operating segment was 8.0%.

Revenue growth in the Uniform Rental and Facility Services reportable operating segment was positively impacted by 0.1% due to acquisitions and 0.3% due to foreign currency exchange rate fluctuations.

Revenue growth in the Uniform Rental and Facility Services reportable operating segment was positively impacted by 0.2% due to acquisitions, positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025, and negatively impacted by 0.2% due to foreign currency exchange rate fluctuations.

Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 12.9% for the three months ended February 28, 2026, compared to the three months ended February 28, 2025, from $588.0 million to $664.0 million.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 14.7% for the three months ended August 31, 2026, compared to the three months ended August 31, 2025, from $627.1 million to $719.2 million.

The organic revenue growth rate for other revenue was 11.9%.

Revenue growth was positively impacted by 1.4% due to acquisitions and 0.1% due to foreign currency exchange rate fluctuations.

Revenue growth was positively impacted by 1.1% due to acquisitions and positively impacted by 1.7% due to one more workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025.

Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in-service inventory, including uniforms, mats, shop towels and other ancillary items.

Cost of uniform rental and facility services increased $73.4 million, or 7.3%, for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.0% for the three months ended February 28, 2025, to 49.7% for the three months ended February 28, 2026.

Cost of uniform rental and facility services increased $76.3 million, or 7.3%, for the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.3% for the three months ended August 31, 2025, to 49.2% for the three months ended August 31, 2026.

This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, uniforms and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other.

Cost of other increased $29.8 million, or 10.6%, for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Cost of other improved as a percent of revenue, decreasing from 47.6% for three months ended February 28, 2025, to 46.7% for the three months ended February 28, 2026.

The improvement in cost of sales as a percent of revenue was primarily due to favorable sales mix and sourcing and productivity initiatives.

Selling and administrative expenses increased $79.1 million, or 11.1%, in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Selling and administrative expenses as a percent of revenue were 27.8% for the three months ended February 28, 2026, compared to 27.2% for the three months ended February 28, 2025.

We recorded a gain of $15.0 million on a sale of property and equipment in the three months ended February 28, 2025 which impacted all segments by the same percent of revenue.

Excluding this gain, selling and administrative expenses as a percent of revenue remained the same for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating income was $659.9 million, or 23.2% of revenue, for the three months ended February 28, 2026, compared to $609.9 million, or 23.4% of revenue, for the three months ended February 28, 2025.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025 noted previously, operating income as a percent of revenue improved by 0.4%.

Cost of other increased $32.5 million, or 10.9%, for the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Cost of other improved as a percent of revenue, decreasing from 47.7% for three months ended August 31, 2025, to 46.1% for the three months ended August 31, 2026.

The improvement in cost of sales as a percent of revenue was primarily due to sourcing and productivity initiatives and a favorable sales mix.

Selling and administrative expenses increased $78.5 million, or 10.5%, in the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Selling and administrative expenses as a percent of revenue were 27.4% for the three months ended August 31, 2026, compared to 27.5% for the three months ended August 31, 2025.

As a result of the pending Transaction with UniFirst, the Company incurred $15.7 million in transaction expenses during the three months ended August 31, 2026, 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.

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

Operating income was $711.9 million, or 23.6% of revenue, for the three months ended August 31, 2026, compared to $617.9 million, or 22.7% of revenue, for the three months ended August 31, 2025.

The resulting increase in operating income as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Net interest expense (interest expense less interest income) was $27.4 million for the three months ended February 28, 2026, compared to $23.4 million for the three months ended February 28, 2025.

The change was primarily due to an increase in the average amount of outstanding commercial paper during the three months ended February 28, 2026.

Cintas’ effective tax rate was 20.6% and 21.0% for the three months ended February 28, 2026 and 2025, respectively.

Net interest expense (interest expense less interest income) was $22.1 million for the three months ended August 31, 2026, compared to $22.0 million for the three months ended August 31, 2025.

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 in both periods was impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation.

Net income was $502.5 million for the three months ended February 28, 2026, an increase of 8.4% compared to the three months ended February 28, 2025.

Diluted earnings per share were $1.24 for the three months ended

February 28, 2026, which was an increase of 9.7% compared to the three months ended February 28, 2025.

Diluted earnings per share increased primarily due to the increase in net income and share repurchases.

Net income was $551.7 million for the three months ended August 31, 2026, an increase of 12.3% compared to the three months ended August 31, 2025.

Diluted earnings per share were $1.36 for the three months ended August 31, 2026, which was an increase of 13.3% compared to the three months ended August 31, 2025.

Diluted earnings per share increased primarily due to the increase in net income.

Uniform Rental and Facility Services Reportable Operating Segment

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

Uniform Rental and Facility Services reportable operating segment revenue increased to $2,177.5 million from $2,021.1 million, or 7.7%, for the three months ended February 28, 2026, over the three months ended February 28, 2025.

Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

Uniform Rental and Facility Services reportable operating segment revenue increased to $2,294.7 million from $2,091.1 million, or 9.7%, for the three months ended August 31, 2026, over the three months ended August 31, 2025.

The organic revenue growth rate for the reportable operating segment was 8.0%.

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The reportable operating segment’s gross margin was $1,165.9 million.

Gross margin as a percent of revenue was 50.3% for the three months ended February 28, 2026, compared to 50.0% for the three months ended February 28, 2025.

Gross margin as a percent of revenue was 50.8% for the three months ended August 31, 2026, compared to 49.7% for the three months ended August 31, 2025.

The resulting increase as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $51.4 million in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Selling and administrative expenses as a percent of revenue for the three months ended February 28, 2026 were 26.3%, compared to 25.8% in the three months ended February 28, 2025.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses as a percent of revenue remained the same in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating Income increased $31.5 million, or 6.4%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating income was 23.9% of the reportable operating segment's revenue compared to the three months ended February 28, 2025 of 24.2% of revenue.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025 noted previously, operating income as a percent of revenue improved by 0.3%.

Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $52.2 million in the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2026 were 25.7%, compared to 25.8% in the three months ended August 31, 2025.

Operating income increased $75.2 million, or 15.0%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Operating income was 25.1% of the reportable operating segment's revenue compared to the three months ended August 31, 2025 of 23.9% of revenue.

The improvement in operating income was primarily a result of the expansion in gross margin.

First Aid and Safety Services Reportable Operating Segment

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

First Aid and Safety Services reportable operating segment revenue increased to $346.8 million from $301.8 million, or 14.9%, for the three months ended February 28, 2026, over the three months ended February 28, 2025.

Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

First Aid and Safety Services reportable operating segment revenue increased to $388.5 million from $334.7 million, or 16.1%, for the three months ended August 31, 2026, over the three months ended August 31, 2025.

The organic revenue growth rate for the reportable operating segment was 14.2%.

First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions.

First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions and by 1.7% due to one more

workday in the three months ended August 31, 2026 compared to the three months ended August 31, 2025.

The increase in revenue was driven by many factors including increases in new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.

Cost of first aid and safety services for the three months ended February 28, 2026, increased $15.6 million, or 12.0%, compared to the three months ended February 28, 2025.

The gross margin as a percent of revenue was 58.1% for the three months ended February 28, 2026, compared to 57.0% in the three months ended February 28, 2025.

The improvement in gross margin as a percent of revenue was primarily due to a favorable sales mix and strategic sourcing initiatives.

Selling and administrative expenses increased $13.7 million in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Selling and administrative expenses as a percent of revenue for the three months ended February 28, 2026 were 33.0%, compared to 33.3% for the three months ended February 28, 2025.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses as a percent of revenue improved by 0.9% in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating Income for the First Aid and Safety Services reportable operating segment increased $15.8 million to $87.3 million for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating income was 25.2% of the reportable operating segment’s revenue compared to the three months ended February 28, 2025 of 23.7%.

The improvement in operating income as a percent to revenue was primarily due to the previously discussed changes in gross margin and selling and administrative expenses noted above.

Consolidated Results

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

Total revenue increased 9.0% to $8,359.6 million for the nine months ended February 28, 2026, compared to $7,672.5 million for the nine months ended February 28, 2025.

Total organic revenue growth was 8.2%.

Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations.

Revenue growth was positively impacted by 0.7% due to acquisitions and 0.1% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was $6,423.9 million for the nine months ended February 28, 2026, compared to $5,945.4 million for the nine months ended February 28, 2025, which was an increase of 8.0%.

Organic revenue growth for this reportable operating segment was 7.5%.

Uniform Rental and Facility Services reportable operating segment revenue was positively impacted by 0.5% due to acquisitions.

Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, was $1,935.6 million for the nine months ended February 28, 2026, compared to $1,727.1 million for the nine months ended February 28, 2025, which was an increase of 12.1%.

Organic growth for other revenue was 10.9%.

Revenue growth was positively impacted by 1.2% due to acquisitions.

Cost of uniform rental and facility services increased $211.9 million, or 7.1%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025.

Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.5% for the nine months ended February 28, 2025, to 50.1% for the nine months ended February 28, 2026.

This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, uniforms, and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other.

Cost of other increased $95.8 million, or 11.7%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025.

Cost of other as a percent of revenue improved to 47.3% for the nine months ended February 28, 2026, compared to 47.4% for nine months ended February 28, 2025.

The improvement in cost of sales as a percent of revenue was primarily due to favorable sales mix.

Selling and administrative expenses increased $208.1 million, or 10.0%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025.

Selling and administrative expenses as a percent of revenue were 27.4% for the nine months ended February 28, 2026, compared to 27.2% for the nine months ended February 28, 2025.

In the nine months ended February 28, 2025, we recorded a gain of $15.0 million on a sale of property and equipment which impacted all segments by the same percent of revenue.

Excluding this gain, selling and administrative expenses as a percent of revenue remained the same for the nine months ended February 28, 2026, compared to the nine months ended February 29, 2025.

Operating income was $1,933.5 million, or 23.1% of revenue, for the nine months ended February 28, 2026, compared to $1,762.3 million, or 23.0% of revenue, for the nine months ended February 28, 2025.

The improvement in operating income as a percent of revenue was primarily due to the previously mentioned improvements in gross margin as a percent of revenue noted above.

Net interest expense (interest expense less interest income) was $76.6 million for the nine months ended February 28, 2026, compared to $73.5 million for the nine months ended February 28, 2025.

The change was primarily due to an increase in the average amount of outstanding commercial paper during the nine months ended February 28, 2026.

Cintas’ effective tax rate was 19.8% and 19.2% for the nine months ended February 28, 2026 and 2025, respectively.

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

Net income for the nine months ended February 28, 2026, increased $125.0 million, or 9.2%, compared to the nine months ended February 28, 2025.

Diluted earnings per share was $3.65 for the nine months ended February 28, 2026, which was an increase of 10.3% compared to the nine months ended February 28, 2025.

Diluted earnings per share increased primarily due to the increase in net income and share repurchases.

Uniform Rental and Facility Services Reportable Operating Segment

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

Uniform Rental and Facility Services reportable operating segment revenue increased 8.0% to $6,423.9 million for the nine months ended February 28, 2026, compared to $5,945.4 million for the nine months ended February 28, 2025.

Organic revenue growth for this reportable operating segment was 7.5%.

Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Cost of uniform rental and facility services increased $211.9 million, or 7.1%, for the nine months ended February 28, 2026 over the nine months ended February 28, 2025.

The reportable operating segment’s gross margin was $3,207.1 million, or 49.9% of revenue, for the nine months ended February 28, 2026, compared to the gross margin of 49.5% for the nine months ended February 28, 2025.

This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $128.2 million but remained the same as a percent of revenue.

Selling and administrative expenses as a percent of revenue was 25.8% for both the nine months ended February 28, 2026 and 2025.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses improved by 0.2%.

The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating income increased $138.4 million, or 9.8%, for the Uniform Rental and Facility Services reportable operating segment for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025.

Operating income was 24.1% of the reportable operating segment’s revenue, compared to 23.7% for the nine months ended February 28, 2025.

The improvement as a percent of revenue was primarily a result of the improvement in gross margin.

First Aid and Safety Services Reportable Operating Segment

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

First Aid and Safety Services reportable operating segment revenue increased from $893.7 million to $1,023.7 million, or 14.5%, for the nine months ended February 28, 2026, over the nine months ended February 28, 2025.

Organic revenue growth for this reportable operating segment was 14.3%.

First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions.

This increase in revenue was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.

Cost of first aid and safety services increased $53.0 million, or 13.9%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025, due to higher sales volume.

The gross margin as a percent of revenue was 57.6% for the nine months ended February 28, 2026, compared to 57.3% in the nine months ended February 28, 2025.

The improvement in gross margin as a percent of revenue was primarily due to favorable changes in revenue mix.

Selling and administrative expenses increased $40.4 million but decreased as a percent of revenue to 32.7%, for the nine months ended February 28, 2026, compared to 32.9% for the nine months ended February 28, 2025.

Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses improved by 0.4%.

Cost of first aid and safety services for the three months ended August 31, 2026, increased $20.2 million, or 14.0%, compared to the three months ended August 31, 2025.

The gross margin as a percent of revenue was 57.6% for the three months ended August 31, 2026, compared to 56.8% in the three months ended August 31, 2025.

The improvement in gross margin as a percent of revenue was primarily due to a favorable sales mix, efficiency gains and strategic sourcing initiatives.

Selling and administrative expenses increased $14.4 million in the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2026 were 32.0%, compared to 32.8% for the three months ended August 31, 2025.

The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating income for the First Aid and Safety Services reportable operating segment was $254.7 million for the nine months ended February 28, 2026, compared to $218.0 million for the nine months ended February 28,

Operating income was 24.9% of the reportable operating segment’s revenue, compared to 24.4% for the nine months ended February 28, 2025.

The improvement as a percent of revenue was primarily a result of the improvement in gross margin and improved operating leverage from revenue growth.

Operating income for the First Aid and Safety Services reportable operating segment increased $19.2 million to $99.5 million for the three months ended August 31, 2026, compared to the three months ended August 31, 2025.

Operating income was 25.6% of the reportable operating segment’s revenue compared to the three months ended August 31, 2025 of 24.0%.

The improvement in operating income as a percent of revenue was primarily due to the previously discussed changes in gross margin and selling and administrative expenses noted above.

Liquidity and Capital Resources

The following is a summary of our cash flows and cash and cash equivalents as of and for the nine months ended February 28:

The following is a summary of our cash flows and cash and cash equivalents as of and for the three months ended August 31:

(In thousands) 2026 2025

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Cash and cash equivalents at the end of the period $ 243,599 $ 138,143

Cash and cash equivalents as of February 28, 2026 and 2025, include $97.6 million and $34.2 million, respectively, that is located outside of the U.S.

Cash and cash equivalents as of August 31, 2026 and 2025, include $79.8 million and $66.7 million, respectively, that is located outside of the U.S.

Cash flows provided by operating activities have historically supplied us with a significant source of liquidity.

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Acquisitions, repurchases of our common stock and dividends remain strategic objectives, but they will be dependent on the economic outlook and liquidity of the Company.

Net cash provided by operating activities was $1,567.2 million for the nine months ended February 28, 2026, compared to $1,525.6 million for the nine months ended February 28, 2025.

The change from the prior fiscal year was primarily due to an increase in net income, favorable changes in working capital, specifically, accounts receivable, net and income taxes.

These changes were partially offset by unfavorable changes in working capital, specifically accrued liabilities and accounts payable.

Net cash provided by operating activities was $572.3 million for the three months ended August 31, 2026, compared to $414.5 million for the three months ended August 31, 2025.

The change from the prior fiscal year was primarily due to an increase in net income and favorable changes in working capital, specifically, accounts payable, accrued liabilities and income taxes.

These changes were partially offset by unfavorable changes in working capital, specifically prepaid expenses and other current assets and accounts receivable, net.

Net cash used in investing activities includes capital expenditures, purchases of investments and cash paid for acquisitions of businesses.

Capital expenditures were $299.1 million and $294.3 million for the nine months ended February 28, 2026 and 2025, respectively.

Capital expenditures in the nine months ended February 28, 2026, included $206.5 million for the Uniform Rental and Facility Services reportable operating segment and $48.7 million for the First Aid and Safety Services reportable operating segment.

Cash paid for acquisitions of businesses was $102.7 million and $198.8 million for the nine months ended February 28, 2026 and 2025, respectively.

The acquisitions during both the nine months ended February 28, 2026 and 2025, occurred in our Uniform Rental and Facility Services reportable operating segment, our First Aid and Safety Services reportable operating segment and our Fire Protection Services operating segment, which is included in All Other.

In addition, during the nine months ended February 28, 2025, Cintas received cash proceeds of $24.0 million related to the sale of property and equipment.

Net cash used in investing activities also includes $8.3 million and $7.1 million of purchases of investments during the nine months ended February 28, 2026 and 2025, respectively.

Net cash used in financing activities was $1,239.0 million and $1,146.0 million for the nine months ended February 28, 2026 and 2025, respectively.

Capital expenditures were $107.5 million and $102.0 million for the three months ended

August 31, 2026 and 2025, respectively.

Capital expenditures in the three months ended August 31, 2026, included $88.8 million for the Uniform Rental and Facility Services reportable operating segment and $11.8 million for the First Aid and Safety Services reportable operating segment.

Cash paid for acquisitions of businesses was $3.9 million and $7.6 million for the three months ended August 31, 2026 and 2025, respectively.

The acquisitions during the three months ended August 31, 2026 occurred in our Fire Protection Services operating segment, which is included in All Other.

During the three months ended August 31, 2025, acquisitions occurred in our Uniform Rental and Facility Services reportable operating segment, our First Aid and Safety Services reportable operating segment and our Fire Protection Services operating segment, which is included in All Other.

Net cash used in investing activities also includes $7.2 million and $6.5 million of purchases of investments during the three months ended August 31, 2026 and 2025, respectively.

Net cash used in financing activities was $500.2 million and $424.0 million for the three months ended August 31, 2026 and 2025, respectively.

The increase in cash used in financing activities was due to an increase in repurchases of common stock and an increase in dividends paid.

This increase in cash used in financing activity was partially offset by an increase in the net issuance of commercial paper in the nine months ended February 28, 2026.

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 plan was completed during the second quarter of fiscal 2026.

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 for the nine months ended February 28:

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

Buyback Activity

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(1) Shares of Cintas common stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.

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.

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.

The Board declared the following dividends:

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Per Share Total

Nine months ended February 28, 2026

Three months ended August 31, 2026

April 14, 2026 May 15, 2026 June 15, 2026 $ 0.45 $ 180.7

July 29, 2025 August 15, 2025 September 15, 2025 0.45 182.3

October 28, 2025 November 14, 2025 December 15, 2025 0.45 180.8

$ 1.29 $ 520.9

Nine months ended February 28, 2025

Three months ended August 31, 2025

April 8, 2025 May 15, 2025 June 13, 2025 $ 0.39 $ 157.8

July 23, 2024 August 15, 2024 September 3, 2024 0.3900 158.0

October 29, 2024 November 15, 2024 December 13, 2024 0.3900 158.1

$ 1.1175 $ 453.7

Accrued Dividends

As of February 28, 2026

January 20, 2026 (1)

February 13, 2026 March 13, 2026 $ 0.45 $ 180.6

As of February 28, 2025

January 14, 2025 (1)

February 14, 2025 March 14, 2025 $ 0.39 $ 158.1

(1) The dividends declared during the three months ended February 28, 2026 and 2025 were included in current accrued liabilities on the consolidated condensed balance sheet at February 28, 2026 and 2025.

As of August 31, 2026

July 28, 2026 (1)

August 14, 2026 September 15, 2026 $ 0.52 $ 208.8

As of August 31, 2025

July 29, 2025 (1)

August 15, 2025 September 15, 2025 $ 0.45 $ 182.3

(1) The dividends declared during the three months ended August 31, 2026 and 2025 were included in current accrued liabilities on the consolidated condensed balance sheet at August 31, 2026 and 2025.

Any future dividend declarations, including the amount of any dividends, are at the discretion of the Board and dependent upon then-existing conditions, including the Company's consolidated results of operations and consolidated financial condition, capital requirements, contractual restrictions, business prospects and other factors that the Board may deem relevant.

During the nine months ended February 28, 2026, Cintas issued $229.5 million, net of commercial paper.

The following table summarizes Cintas' outstanding debt:

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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

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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 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 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.

Cintas has certain covenants related to debt agreements.

These covenants limit our 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.

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

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 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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Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness.

As of February 28, 2026, our ratings were as follows:

As of August 31, 2026, our ratings were as follows:

Rating Agency Outlook Commercial

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Moody’s Investors Service Stable P-2 A3

significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected.

In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected.

In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above.

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Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas’ Senior Notes

2 is the indirectly, wholly owned principal operating subsidiary of Cintas.

2 is the issuer of the $2,436.6 million aggregate principal amount of senior notes outstanding as of February 28, 2026, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly owned, direct and indirect domestic subsidiaries.

Cintas Corporation No.

2) is the indirectly, wholly owned principal operating subsidiary of Cintas Corporation.

2 is the issuer of the $2,436.6 million aggregate principal amount of senior notes outstanding as of August 31, 2026, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly owned, direct and indirect domestic subsidiaries.

Basis of Preparation of the Summarized Financial Information

The following tables include summarized financial information of Cintas Corporation (Issuer), Corp.

2 and subsidiary guarantors (together, the Obligor Group).

The following tables include summarized financial information of Cintas Corporation, Corp.

2 (issuer) and subsidiary guarantors (together, the Obligor Group).

Investments in and equity in the earnings of non-guarantors, which are not members of the Obligor Group, have been excluded.

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Summarized financial information of the Obligor Group is as follows:

Nine Months Ended

Three Months Ended

Summarized Consolidated Condensed Statements of Income

(In thousands)

2026 February 28,

2026 August 31,

Net sales to unrelated parties $ 2,863,610 $ 2,582,505

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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,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “targets,” “forecasts,” “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.

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.

Forward-looking statements in this release include, but are not limited to, statements about the completion and the benefits of the transaction between Cintas and UniFirst (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

Forward-looking statements in this Quarterly Report include, but are not limited to, statements about the completion and the benefits of the transaction between Cintas and UniFirst (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

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 Quarterly Report.

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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, shareholder, 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 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;

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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;

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.

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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 2. Management’s Discussion and Analysis