8-K
CINTAS CORP (CTAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)March 24, 2025
Cintas Corporation
(Exact name of registrant as specified incharter)
| Washington | 0-11399 | 31-1188630 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br><br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 6800 Cintas Boulevard, P.O. Box 625737, | ||
| --- | --- | |
| Cincinnati, Ohio | 45262-5737 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area
code: (513) 459-1200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of<br><br> <br><br><br> <br>each class | Trading<br><br> <br>symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, no par value | CTAS | The NASDAQ Stock Market LLC |
| (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
|---|
On March 24, 2025, Cintas Corporation (the “Company” or “Cintas”) issued a press release announcing that it has terminated discussions with UniFirst Corporation (“UniFirst”) regarding Cintas’ proposal to acquire all of the outstanding common and class B shares of UniFirst. A copy of the press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| Exhibit<br><br> <br><br><br> <br>Number | Description |
| --- | --- |
| 99.1 | Cintas Corporation published a news release on March 24, 2025 captioned, “Cintas Terminates Discussions with UniFirst.” |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINTAS CORPORATION | |||
|---|---|---|---|
| Date: | March 24, 2025 | By: | /s/ J. Michael Hansen |
| J. Michael Hansen | |||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
PressRelease
CintasTerminates Discussions with UniFirst
CINCINNATI, March 24, 2025 -- Cintas Corporation (Nasdaq: CTAS) (the “Company”) today announced that it has terminated discussions with UniFirst Corporation (NYSE: UNF) regarding Cintas’ proposal (the “Proposal”) to acquire all of the outstanding common and class B shares of UniFirst for $275.00 per share in cash, a premium of 46% over UniFirst’s ninety-day average closing price as of January 6, 2025, the last trading day before the Proposal was made public.
Todd Schneider, President and Chief Executive Officer of Cintas, said, “We have engaged with UniFirst and its advisors over the past several weeks in an effort to reach a mutual agreement regarding a transaction that we believe offers tremendous value for customers and shareholders. While we continue to believe in the merits of a transaction, we were unable to have substantive engagement with Unifirst regarding key transaction terms. We do not believe further discussions are warranted at this time.
“Cintas will continue to execute our proven growth strategy through disciplined M&A and investment in ongoing technology initiatives to drive innovation and efficiency. With Cintas’ talented team, differentiated culture, and superior products and services, we remain well-positioned to create meaningful value for our shareholders and all stakeholders.”
About Cintas
Cintas Corporation helps more than one million businesses of all types and sizes get Ready™ to open their doors with confidence every day by providing products and services that help keep their customers’ facilities and employees clean, safe and looking their best. With offerings including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety training, Cintas helps customers get Ready for the Workday®. Headquartered in Cincinnati, Cintas is a publicly held Fortune 500 company traded over the Nasdaq Global Select Market under the symbol CTAS and is a component of both the Standard & Poor’s 500 Index and Nasdaq-100 Index.
Contacts:
Cintas
Investors: J. Michael Hansen, Executive Vice President & Chief Financial Officer – 513-972-2079.
Jared S. Mattingley, Vice President - Treasurer & Investor Relations - 513-972-4195
Media: Bryan Locke/Lindsay Molk, FGS Global – cintas@fgsglobal.com