CTAS 10-Q
Cintas Corp (CTAS)
10-Q
2026-10-07
For: 2026-08-31
View Original
Added on
October 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to | |||||
Commission file number 0-11399
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's Telephone Number, Including Area Code: (513 ) 459-1200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| (NASDAQ Global Select Market) | ||||||||||||||
Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Smaller Reporting Company ☐ 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. ☐
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding September 30, 2026 | |||||||
| Common Stock, no par value | ||||||||
CINTAS CORPORATION
TABLE OF CONTENTS
| Page | |||||||||||
August 31, 2026 and May 31, 2026 | |||||||||||
Part I. Financial Information
ITEM 1.
FINANCIAL STATEMENTS
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | |||||||||||
| (In thousands except per share data) | August 31, 2026 | August 31, 2025 | |||||||||
| Revenue: | |||||||||||
| Uniform rental and facility services | $ | $ | |||||||||
| Other | |||||||||||
| Total revenue | |||||||||||
| Costs and expenses: | |||||||||||
Cost of uniform rental and facility services | |||||||||||
| Cost of other | |||||||||||
| Selling and administrative expenses | |||||||||||
| UniFirst Corporation transaction expenses | |||||||||||
| Operating income | |||||||||||
| Interest income | ( | ( | |||||||||
| Interest expense | |||||||||||
| Income before income taxes | |||||||||||
| Income taxes | |||||||||||
| Net income | $ | $ | |||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
| Dividends declared per share | $ | $ | |||||||||
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | |||||||||||
| (In thousands) | August 31, 2026 | August 31, 2025 | |||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||
Foreign currency translation adjustments | ( | ( | |||||||||
Change in fair value of interest rate lock agreements, net of tax expense (benefit) of $ | ( | ||||||||||
Amortization of interest rate lock agreements, net of tax benefit of $( $( | ( | ( | |||||||||
Other comprehensive income (loss), net of tax expense (benefit) of $ $( | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
| (In thousands) | August 31, 2026 | May 31, 2026 | |||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Uniforms and other rental items in service | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Investments | |||||||||||
| Goodwill | |||||||||||
| Service contracts, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Other assets, net | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and related liabilities | |||||||||||
| Accrued liabilities | |||||||||||
| Income taxes, current | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Debt due within one year | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Debt due after one year | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Shareholders’ equity: | |||||||||||
| Preferred stock, no par value: | |||||||||||
| Common stock, no par value, and paid-in capital: | |||||||||||
FY 2027: | |||||||||||
FY 2026: | |||||||||||
| Retained earnings | |||||||||||
| Treasury stock: | ( | ( | |||||||||
FY 2027: | |||||||||||
FY 2026: | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total shareholders’ equity | |||||||||||
| $ | $ | ||||||||||
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
| Common Stock and Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance at June 1, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of stock-based compensation awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at August 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Common Stock and Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance at June 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Comprehensive loss, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of stock-based compensation awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at August 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | |||||||||||
| (In thousands) | August 31, 2026 | August 31, 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Change in current assets and liabilities, net of acquisitions of businesses: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories, net | ( | ||||||||||
| Uniforms and other rental items in service | ( | ( | |||||||||
| Prepaid expenses and other current assets and capitalized contract costs | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued compensation and related liabilities | ( | ( | |||||||||
| Accrued liabilities and other | ( | ( | |||||||||
| Income taxes, current | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from exercise of stock-based compensation awards | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes.
CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, we suggest that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (Annual Report) filed with the SEC on July 29, 2026. See Note 1 entitled Significant Accounting Policies of "Notes to Consolidated Financial Statements" of that Annual Report for a summary of our significant accounting policies. There have been no material changes in the accounting policies followed by Cintas during the current fiscal year.
Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year. 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.
| (In thousands) | August 31, 2026 | May 31, 2026 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Inventories, net | $ | $ | |||||||||
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.
New Accounting Pronouncements
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. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (fiscal 2028), and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated condensed financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends the guidance in 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. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (fiscal 2029) and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated condensed financial statements.
There are no other accounting pronouncements recently issued or newly effective that had, or are expected to have, a material impact on Cintas' consolidated condensed financial statements.
Note 2 - Revenue Recognition
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 | $ | % | $ | % | ||||||||||||||||
| First Aid and Safety Services | % | % | ||||||||||||||||||
| Fire Protection Services | % | % | ||||||||||||||||||
| Uniform Direct Sales | % | % | ||||||||||||||||||
| Total revenue | $ | % | $ | % | ||||||||||||||||
The Fire Protection Services and Uniform Direct Sales operating segments are included within All Other as disclosed in Note 10 entitled Segment Information.
Revenue Recognition Policy
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.
We are exposed to credit losses primarily through our trade receivables. We determine the allowance for credit losses using both an estimate, based on historical rates of collections, and reserves for specific accounts identified as uncollectible. The portion of the allowance for credit losses that is an estimate based on Cintas' historical rates of collections is recorded for overdue amounts, beginning with a nominal percentage when the account is current and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the First Aid and Safety Services reportable operating segment and All Other because of differences in customers served and the nature of each business. We update our allowance for credit losses quarterly, considering recent write-offs and collections information and underlying economic expectations.
Costs to Obtain a Contract
Note 3 - Leases
Cintas has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated condensed balance sheets with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidated condensed balance sheets.
Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of uniform rental and facility services and other on the Company's consolidated condensed statements of income. 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 $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 | |||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||
| Operating lease right-of-use assets obtained in exchange for new and renewed operating lease liabilities | $ | $ | |||||||||
Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows:
| August 31, 2026 | May 31, 2026 | ||||||||||
| Weighted-average remaining lease term | |||||||||||
| Weighted-average discount rate | |||||||||||
The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of August 31, 2026:
| (In thousands) | ||||||||
2027 (remaining nine months) | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total payments | ||||||||
| Less interest | ( | |||||||
| Total present value of lease payments | $ | |||||||
Note 4 - Fair Value Measurements
All financial instruments that are measured at fair value on a recurring basis have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated condensed balance sheet dates. These financial instruments measured at fair value on a recurring basis are summarized below:
| 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 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate lock agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Cintas’ cash and cash equivalents are generally classified within Level 1 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments.
The fair values of Cintas' interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy. The fair value was determined by comparing the locked rates against the benchmarked treasury rate. 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. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated condensed balance sheet dates.
In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and liabilities at fair value on a nonrecurring basis as required under U.S. GAAP. The assets and liabilities measured at fair value on a nonrecurring basis primarily relate to assets and liabilities acquired in a business acquisition.
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 for the three months ended August 31:
Basic Earnings per Share (In thousands except per share data) | 2026 | 2025 | |||||||||
| Net income | $ | $ | |||||||||
| Less: net income allocated to participating securities | |||||||||||
| Net income available to common shareholders | $ | $ | |||||||||
Basic weighted average common shares outstanding | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
Diluted Earnings per Share (In thousands except per share data) | 2026 | 2025 | |||||||||
| Net income | $ | $ | |||||||||
| Less: net income allocated to participating securities | |||||||||||
| Net income available to common shareholders | $ | $ | |||||||||
Basic weighted average common shares outstanding | |||||||||||
Effect of dilutive securities – employee stock options | |||||||||||
Diluted weighted average common shares outstanding | |||||||||||
| 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, July 23, 2024 and October 28, 2025, Cintas announced that the Board of Directors (the Board) authorized share buyback programs, each for $1.0
The following table summarizes the share buyback activity by program and period for the three months ended August 31:
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
Buyback Activity (In thousands except per share data) | Shares | Avg. Price per Share | Purchase Price | Shares | Avg. Price per Share | Purchase Price | ||||||||||||||||||||||||||||||||
| July 26, 2022 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| July 23, 2024 | ||||||||||||||||||||||||||||||||||||||
| October 28, 2025 | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Shares acquired for taxes due (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Total repurchase of Cintas common stock | $ | $ | ||||||||||||||||||||||||||||||||||||
(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 for the three months ended August 31:
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
(In thousands except per share data) | Shares | Avg. Price per Share | Non-Cash Value | Shares | Avg. Price per Share | Non-Cash Value | ||||||||||||||||||||||||||||||||
| Non-cash transaction activity | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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:
Goodwill (In thousands) | Uniform Rental and Facility Services | First Aid and Safety Services | All Other | Total | |||||||||||||||||||
| Balance as of June 1, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Goodwill acquired | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Balance as of August 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Information regarding Cintas’ intangible assets, net are as follows:
| As of August 31, 2026 | As of May 31, 2026 | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Carrying Amount | Accumulated Amortization | Net | Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||
| Service contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other intangible assets | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
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.
Note 7 - Debt, Derivatives and Hedging Activities
Cintas' outstanding debt is summarized as follows:
| (In thousands) | Interest Rate | Fiscal Year Issued | Fiscal Year Maturity | August 31, 2026 | May 31, 2026 | ||||||||||||||||||||||||
| Debt due within one year | |||||||||||||||||||||||||||||
| Senior notes | % | 2017 | 2027 | $ | $ | ||||||||||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||||||||||||||
| Total debt due within one year | $ | $ | |||||||||||||||||||||||||||
| Debt due after one year | |||||||||||||||||||||||||||||
| Senior notes | % | 2025 | 2028 | $ | $ | ||||||||||||||||||||||||
| Senior notes | % | 2022 | 2032 | ||||||||||||||||||||||||||
| Senior notes | % | 2007 | 2037 | ||||||||||||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||||||||||||||
| Total debt due after one year | $ | $ | |||||||||||||||||||||||||||
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 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. As of August 31, 2026 and May 31, 2026, there was no no
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.
Cintas uses interest rate locks to manage its overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. 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
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 The fair values of the outstanding interest rate locks, for forecasted debt issuances, are summarized as follows:
Fiscal Year of Issuance (In thousands) | August 31, 2026 | May 31, 2026 | |||||||||||||||
| Prepaid and other current assets | Prepaid and other current assets | ||||||||||||||||
| 2022 | $ | $ | |||||||||||||||
| 2020 | $ | $ | |||||||||||||||
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 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 a certain debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all of the debt covenants for all periods presented.
Note 8 - Income Taxes
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 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. Cintas is required to file U.S. federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated results of operations in any given period.
All U.S. federal income tax returns are closed to audit through fiscal 2022. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2020. 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 20.0 % 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 - Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax:
| (In thousands) | Foreign Currency | Unrealized Income on Interest Rate Locks | Other | Total | |||||||||||||||||||
| Balance at June 1, 2026 | $ | ( | $ | $ | $ | ||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Balance at August 31, 2026 | $ | ( | $ | $ | $ | ||||||||||||||||||
| (In thousands) | Foreign Currency | Unrealized Income on Interest Rate Locks | Other | Total | |||||||||||||||||||
| Balance at June 1, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
| Balance at August 31, 2025 | $ | ( | $ | $ | $ | ||||||||||||||||||
The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) for the three months ended August 31:
| Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line in the Consolidated Condensed Statements of Income | |||||||||||||||
| (In thousands) | 2026 | 2025 | |||||||||||||||
| Amortization of interest rate locks | $ | $ | Interest expense | ||||||||||||||
| Tax expense | ( | ( | Income taxes | ||||||||||||||
| Amortization of interest rate locks, net of tax | $ | $ | |||||||||||||||
Note 10 - Segment Information
Cintas’ reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. 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, 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.
Our chief operating decision maker (CODM) is the chief executive officer. The CODM is responsible for setting the Company's strategic direction, managing overall operations and is the main point of communications between the Board and key operational personnel within the organization. The CODM evaluates each operating segment's performance primarily based on revenue and operating income, using this information to guide strategic decisions and allocate resources across the Company. The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation.
Information related to the operations of Cintas’ reportable operating segments and All Other is set forth below:
| (In thousands) | Uniform Rental and Facility Services | First Aid and Safety Services | All Other | Corporate (1) | Total | ||||||||||||||||||||||||
| As of and for the three months ended August 31, 2026 | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||
| Selling and administrative expenses | |||||||||||||||||||||||||||||
| UniFirst transaction expenses | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| As of and for the three months ended August 31, 2025 | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||
| Selling and administrative expenses | |||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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 | $ | $ | |||||||||
| Interest income | ( | ( | |||||||||
| Interest expense | |||||||||||
| Income before income taxes | |||||||||||
| Income taxes | |||||||||||
| Net income | $ | $ | |||||||||
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Strategy
Cintas helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as Canada and Latin America, get READY™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best. With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm testing, Cintas helps customers get Ready for the Workday®.
We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, first aid and safety services, and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include market segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all its products and services to prospects in all market segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion. Finally, we evaluate strategic acquisitions as opportunities arise.
Results of Operations
Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. 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, as well as workplace water services. The remainder of Cintas’ business, which consists of the Fire Protection Services operating segment and the Uniform Direct Sales operating segment, is included in All Other. These operating segments consist of fire protection products and services and the direct sale of uniforms and related items. Cintas evaluates operating segment performance based on revenue and operating income. 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 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 0.2% 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 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 1.1% 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 $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 $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 $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 $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 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%. The cost of uniform rental and facility services increased $76.3 million, or 7.3%. The reportable operating segment’s gross margin was $1,165.9 million. 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 $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 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 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 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 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 three months ended August 31:
| (In thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 572,331 | $ | 414,481 | |||||||
| Net cash used in investing activities | $ | (117,367) | $ | (116,227) | |||||||
| Net cash used in financing activities | $ | (500,168) | $ | (424,001) | |||||||
| Cash and cash equivalents at the end of the period | $ | 243,599 | $ | 138,143 | |||||||
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. We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as the repurchase of our common stock and payment of long-term debt.
We expect our cash flows from operating activities to remain sufficient to provide us with adequate levels of liquidity. In addition, we have access to $2.0 billion of debt capacity from our revolving credit facility under our credit agreement. We believe the Company has sufficient liquidity to operate in the current business environment for at least the next 12 months and the foreseeable future thereafter. 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 $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 $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.
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 for the three months ended August 31:
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
Buyback Activity (In thousands except per share data) | Shares | Avg. Price per Share | Purchase Price | Shares | Avg. Price per Share | Purchase Price | ||||||||||||||||||||||||||||||||
| July 26, 2022 | — | $ | — | $ | — | 703 | $ | 213.40 | $ | 150,014 | ||||||||||||||||||||||||||||
| July 23, 2024 | 1,180 | 199.93 | 235,900 | — | — | — | ||||||||||||||||||||||||||||||||
| October 28, 2025 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| 1,180 | $ | 199.93 | $ | 235,900 | 703 | $ | 213.40 | $ | 150,014 | |||||||||||||||||||||||||||||
Shares acquired for taxes due (1) | 395 | $ | 202.07 | $ | 79,810 | 520 | $ | 223.04 | $ | 116,083 | ||||||||||||||||||||||||||||
| Total repurchase of Cintas common stock | $ | 315,710 | $ | 266,097 | ||||||||||||||||||||||||||||||||||
(1)Shares of Cintas common stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.
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:
| Paid Dividends | ||||||||||||||||||||
Declaration Date (In millions except per share data) | Record Date | Payment Date | Dividend Per Share | Total Amount | ||||||||||||||||
Three months ended August 31, 2026 | ||||||||||||||||||||
| April 14, 2026 | May 15, 2026 | June 15, 2026 | $ | 0.45 | $ | 180.7 | ||||||||||||||
Three months ended August 31, 2025 | ||||||||||||||||||||
| April 8, 2025 | May 15, 2025 | June 13, 2025 | $ | 0.39 | $ | 157.8 | ||||||||||||||
| Accrued Dividends | ||||||||||||||||||||
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.
The following table summarizes Cintas' outstanding debt:
| (In thousands) | Interest Rate | Fiscal Year Issued | Fiscal Year Maturity | August 31, 2026 | May 31, 2026 | ||||||||||||||||||||||||
| Debt due within one year | |||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||
| Debt due after one year | |||||||||||||||||||||||||||||
| Senior notes | 4.20 | % | 2025 | 2028 | $ | 400,000 | $ | 400,000 | |||||||||||||||||||||
| Senior notes | 4.00 | % | 2022 | 2032 | 800,000 | 800,000 | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||
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. 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. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all of the debt covenants for all periods presented.
Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future based on our favorable experiences in the debt markets in the recent past and we expect to access such markets from time to time in the future to fund our cash requirements, including the repayment of short-term and/or long-term obligations. 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 August 31, 2026, our ratings were as follows:
| Rating Agency | Outlook | Commercial Paper | Long-term Debt | |||||||||||||||||
| Standard & Poor’s | Stable | A-2 | A- | |||||||||||||||||
| Moody’s Investors Service | Stable | P-2 | A3 | |||||||||||||||||
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. The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.
To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, long-term debt and standby letters of credit.
Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas’ Senior Notes
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly owned principal operating subsidiary of Cintas Corporation. Corp. 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, 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. Non-guarantor subsidiaries are located outside the U.S., and therefore, excluded from the Obligor Group.
The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with non-guarantors have been presented in separate line items, if they are material. Summarized financial information of the Obligor Group is as follows:
| Three Months Ended | ||||||||||||||
Summarized Consolidated Condensed Statements of Income (In thousands) | August 31, 2026 | August 31, 2025 | ||||||||||||
| Net sales to unrelated parties | $ | 2,863,610 | $ | 2,582,505 | ||||||||||
| Net sales to non-guarantors | $ | 2,939 | $ | 3,590 | ||||||||||
| Operating income | $ | 663,288 | $ | 576,748 | ||||||||||
| Net income | $ | 506,872 | $ | 456,366 | ||||||||||
Summarized Consolidated Condensed Balance Sheets (In thousands) | August 31, 2026 | May 31, 2026 | ||||||||||||
| ASSETS | ||||||||||||||
| Receivables due from non-obligor subsidiaries | $ | 96,308 | $ | 93,386 | ||||||||||
| Total other current assets | $ | 3,657,150 | $ | 3,583,716 | ||||||||||
| Total other noncurrent assets | $ | 6,243,099 | $ | 6,192,423 | ||||||||||
| LIABILITIES | ||||||||||||||
| Amounts due to non-obligor subsidiaries | $ | 158,545 | $ | 122,931 | ||||||||||
| Current liabilities | $ | 2,579,665 | $ | 2,580,416 | ||||||||||
| Noncurrent liabilities | $ | 2,669,805 | $ | 2,626,542 | ||||||||||
Litigation and Other Contingencies
Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, including statements regarding our future business plans and expectations. 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, 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. You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. 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.
The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst; the outcome of any legal proceedings that may be instituted against Cintas or UniFirst; the possibility that the Transaction does not close when expected or at all because required regulatory, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate; any failure to promptly and effectively integrate the businesses of Cintas and UniFirst; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Cintas’ or UniFirst’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by Cintas’ issuance of additional shares of its capital stock in connection with the Transaction; changes in the trading price of Cintas’ or UniFirst’s
capital stock; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.
Additional important factors relating to Cintas that could cause actual results to differ from those in forward-looking statements include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions; supply chain constraints and macroeconomic conditions, including inflationary pressures and higher interest rates; changes in global trade policies, tariffs, and other measures that could restrict international trade; fluctuations in costs of materials and labor, including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; Cintas' ability to meet its aspirations relating to sustainability opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls over financial reporting; the effect of new accounting pronouncements; risks associated with cybersecurity threats, including disruptions caused by the inaccessibility of computer systems data and cybersecurity risk management; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events including global health pandemics; the amount and timing of repurchases of Cintas' common stock, if any; changes in global tax and labor laws; the reactions of competitors in terms of price and service and the other risks and contingencies detailed in Cintas’ most recent Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission.
Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made, except otherwise as required by law. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2026, and in our reports on Forms 10-Q and 8-K. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us, or that we currently believe to be immaterial, may also harm our business.
ITEM 3.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In our normal operations, Cintas has market risk exposure to interest rates. There has been no material change to this market risk exposure to interest rates from that which was previously disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Through its foreign operations, Cintas is exposed to foreign currency risk. Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign currency denominated revenue and profit translated into U.S. dollars. The primary foreign currency to which Cintas is exposed is the Canadian dollar.
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
With the participation of Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of August 31, 2026. Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas’ disclosure controls and procedures were effective as of August 31, 2026, in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas’ management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There were no changes in Cintas’ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 31, 2026, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Part II. Other Information
ITEM 1.
LEGAL PROCEEDINGS
Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES,
USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Period (In millions, except share and per share data) | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of the publicly announced plan (1) | Maximum approximate dollar value of shares that may yet be purchased under the plan (1) | |||||||||||||||||||
June 1 - 30, 2026 (2) | 14,803 | $ | 176.31 | — | $ | 1,485.8 | |||||||||||||||||
July 1 - 31, 2026 (3) | 360,663 | $ | 201.11 | 242,511 | $ | 1,437.4 | |||||||||||||||||
August 1 - 31, 2026 (4) | 1,199,419 | $ | 200.57 | 937,418 | $ | 1,249.9 | |||||||||||||||||
| Total | 1,574,885 | $ | 200.47 | 1,179,929 | $ | 1,249.9 | |||||||||||||||||
(1)On July 23, 2024, Cintas announced that the Board authorized a $1.0 billion share buyback program which does not have an expiration date. From the inception of the July 23, 2024 share buyback program through August 31, 2026, Cintas has purchased a total of 3.9 million shares of Cintas common stock at an average price of $193.93 per share for a total purchase price of $750.1 million. On October 28, 2025, Cintas announced that the Board authorized a new $1.0 billion share buyback program, which does not have an expiration date. There were no share buybacks under the October 28, 2025 share buyback program through August 31, 2026.
(2)During June 2026, Cintas acquired 14,803 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $176.31 per share for a total purchase price of $2.6 million.
(3)During July 2026, Cintas acquired 118,152 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $203.99 per share for a total purchase price of $24.1 million.
(4)During August 2026, Cintas acquired 262,001 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $202.66 per share for a total purchase price of $53.1 million.
ITEM 5.
OTHER INFORMATION
During the quarter ended August 31, 2026, none of our directors or officers adopted terminated
ITEM 6.
EXHIBITS
| 101 | The following financial statements from Cintas' Quarterly Report on Form 10-Q for the period ended August 31, 2026, formatted in Inline XBRL: (i) Consolidated Condensed Statements of Income (unaudited), (ii) Consolidated Condensed Statements of Comprehensive Income (unaudited), (iii) Consolidated Condensed Balance Sheets (unaudited), (iv) Consolidated Condensed Statements of Shareholders' Equity (unaudited), (v) Consolidated Condensed Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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 thereunto duly authorized.
| CINTAS CORPORATION | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | October 7, 2026 | /s/ | Scott A. Garula | |||||||||||||||||
| Scott A. Garula | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||||||||
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a–14(a)
I, Todd M. Schneider certify that:
1.I have reviewed this quarterly report on Form 10-Q of Cintas Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 7, 2026 | /s/ Todd M. Schneider | |||||||||
| Todd M. Schneider | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a–14(a)
I, Scott A. Garula, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Cintas Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 7, 2026 | /s/ Scott A. Garula | |||||||||
| Scott A. Garula | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ended August 31, 2026 (the “Report”), I, Todd M. Schneider, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.
| /s/ Todd M. Schneider | |||||
| Todd M. Schneider | |||||
| (Principal Executive Officer) | |||||
October 7, 2026
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ended August 31, 2026 (the “Report”), I, Scott A. Garula, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.
| /s/ Scott A. Garula | |||||
| Scott A. Garula | |||||
| (Principal Financial Officer) | |||||
October 7, 2026