8-K
CINTAS CORP (CTAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 2025
Cintas Corporation
(Exact name of registrant as specified incharter)
| Washington | 0-11399 | 31-1188630 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 6800 Cintas Boulevard, P.O. Box 625737, | ||
| --- | --- | |
| Cincinnati, Ohio | 45262-5737 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including areacode: (513) 459-1200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of<br><br> <br>each class | Trading<br><br> <br>symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, no par value | CTAS | The NASDAQ Stock Market LLC<br><br> <br>(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
|---|
On December 22, 2025, Cintas Corporation (the “Company” or “Cintas”) issued a press release confirming that it delivered to the Board of Directors of UniFirst Corporation (“UniFirst”) a proposal to acquire all of the outstanding common and class B shares of UniFirst for $275.00 per share (the “Proposal”) in cash. A copy of the press release, attached hereto as Exhibit 99.1, and the accompanying presentation slides, attached hereto as Exhibit 99.2, are incorporated herein by reference.
Forward Looking Statements
This report and the accompanying materials contain statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding Cintas’ current expectations, estimates and projections about its industry, its business or a transaction with UniFirst, are forward-looking statements. Cintas cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that a transaction with UniFirst may not be consummated; the risk that a transaction with UniFirst may be less accretive than expected, or may be dilutive, to Cintas’ earnings per share, which may negatively affect the market price of Cintas common shares; the possibility that Cintas and UniFirst will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cintas; the risk that Cintas may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completion of, a transaction could have adverse effects on the market price of Cintas common shares; and the risk related to any unforeseen liability and future capital expenditure of Cintas related to a transaction.
For additional factors affecting the business of Cintas, refer to Part I – Item 1A. Risk Factors of Cintas’ Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the “2025 10-K”), and other filings with the U.S. Securities and Exchange Commission (the “SEC”).
Important Information for Investors and SecurityHolders
This report and the accompanying materials relate to a proposal which Cintas has made for an acquisition of UniFirst. In furtherance of this proposal and subject to future developments, Cintas may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This document is not a substitute for any proxy statement, registration statement, tender offer statement or other document Cintas may file with the SEC in connection with the proposed transaction.
Investors and security holders of Cintas are urged to read the proxy statement(s), registration statement, tender offer statement and/or other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Cintas, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Cintas through the website maintained by the SEC at http://www.sec.gov.
No Offer or Solicitation;Participants in the Solicitation
This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This report is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nonetheless, Cintas and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Cintas is set forth in its proxy statement for its 2025 annual meeting of shareholders (the “2025 Proxy Statement”), which was filed with the SEC on September 16, 2025 and is available here. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is set forth in the sections entitled “Election of Directors”, “Board’s Roles and Responsibilities”, “Board Committees and Meetings”, “Nonemployee Director Compensation”, “Director Compensation Table”, “Compensation Committee Report”, “Executive Compensation”, “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards Table”, “Outstanding Equity Awards Table”, “Option Exercises and Stock Vested Table”, “Nonqualified Deferred Compensation”, “Potential Payments upon Termination, Retirement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory Basis, of Named Executive Officer Compensation”, “Principal Shareholders”, “Security Ownership of Director Nominees and Named Executive Officers”, and “Related Party Transactions” of the 2025 Proxy Statement. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is also set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the 2025 10-K and is available here. To the extent holdings of Cintas common stock by the directors and executive officers of Cintas have changed from the amounts of Cintas common stock held by such persons as reflected in the 2025 Proxy Statement and 2025 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Robert Coletti on October 31, 2025 and December 17, 2025 (filing one, two, and three), Joseph Scaminace on October 31, 2025, Karen Carnahan on October 31, 2025 and December 17, 2025 (filing oneand two), Melanie Barstad on October 31, 2025 and December 17, 2025 (filing oneand two), Martin Mucci on October 31, 2025, Beverly Carmichael on October 31, 2025, and Ronald Tysoe on October 31, 2025 and December 17, 2025 (filing one, two, three, four, and five), Free copies of these documents may be obtained as described above.
Any information concerning UniFirst contained in this document has been taken from, or based upon, publicly available information. Although Cintas does not have any information that would indicate that any information contained in this document that has been taken from such documents is inaccurate or incomplete, Cintas does not take any responsibility for the accuracy or completeness of such information.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| Exhibit<br><br> <br><br><br> <br>Number | Description |
| --- | --- |
| 99.1 | Cintas Corporation published<br> a news release on December 22, 2025 captioned, “Cintas Proposes to Acquire UniFirst for $275.00 Per Share in Cash.” |
| 99.2 | Presentation slides, dated December<br> 22, 2025. |
| 101 | Cover Page Interactive Data File<br> - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current<br> Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINTAS CORPORATION | |||
|---|---|---|---|
| Date: | December 22, 2025 | By: | /s/<br>Scott A. Garula |
| Scott A. Garula | |||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
CINTAS PROPOSES TO ACQUIRE UNIFIRST FOR $275.00PER SHARE IN CASH
Proposal represents 64% premium to UniFirst’s90-day average price as of December 11, 2025
Reiterates benefits to customers, employee-partnersand shareholders
CINCINNATI, December 22, 2025 – Cintas Corporation (Nasdaq: CTAS) today announced that it submitted a proposal to the Board of Directors of UniFirst Corporation (NYSE: UNF) to acquire all outstanding common and class B shares of UniFirst for $275.00 per share (the “Proposal”) in cash. The Proposal, which was delivered to the UniFirst Board on December 12, 2025, implies a total value for UniFirst of approximately $5.2 billion and offers UniFirst shareholders a 64% premium to UniFirst’s ninety-day average closing price as of December 11, 2025.
Todd Schneider, President and Chief Executive Officer of Cintas, said, “We remain unwavering in our conviction that combining Cintas and UniFirst would deliver considerable benefits for customers, employee-partners and shareholders. Accordingly, we have reiterated our compelling $275 per share all-cash offer to the UniFirst board and are reaffirming our commitment to move swiftly to complete a transaction.”
“Recent market commentary confirms that many UniFirst shareholders, including several of the Company’s largest institutional investors, recognize the value that a combination would deliver and share our belief that we are stronger together than we are apart. We invite the UniFirst Board to engage immediately in collaborative discussions to reach a definitive agreement which we are confident will unlock new opportunities for growth, deliver even greater capabilities and offerings to our collective customer bases, and build on the strong legacy of both organizations.”
The combined company would provide innovative products and outstanding service to well over 1 million business customers across the US and Canada. Cintas has an exceptional track record of organic growth, and the combination with UniFirst would provide additional processing capacity and greater route density which would further enhance customer service.
Clear Path to Completion
Cintas has undertaken substantial work on the regulatory front and remains confident that there is a clear path to obtaining the regulatory approvals necessary to consummate the proposed transaction. In the most recent Proposal, Cintas has offered to extend a $350 million reverse termination fee payable to UniFirst in the event the transaction is not approved.
The proposed transaction would not be subject to any financing contingencies or approval by Cintas’ shareholders. The cash consideration would be financed from Cintas cash on hand, committed lines of credit and/or other available sources of financing.
Cintas expects to have limited and specific confirmatory due diligence requirements, customary for a public company transaction of this nature. Completion of the contemplated transaction is contingent upon reaching a definitive agreement and would be subject to the satisfaction of customary closing conditions, including receipt of UniFirst shareholder approval.
On December 16, 2025, UniFirst acknowledged receipt of the Cintas Proposal; however, we have had no substantive engagement since that date.
Letter to UniFirst’s Board of DirectorsDated December 12, 2025
Joseph M. Nowicki, Chair-Elect ofthe Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation 68 JonspinRoad
Wilmington, MA 01887
Gentlemen:
As you are aware, Cintas Corporation (“Cintas") has been attempting to engage in constructive dialogue with UniFirst's board of directors regarding a potential transaction since 2022. Cintas continues to have strong interest in pursuing a combination with UniFirst Corporation (“UniFirst”). To that end, we are pleased to submit this non-binding proposal (this "Proposal") to acquire UniFirst in a transaction with an implied total transaction value of approximately $5.2 billion. Specifically, we propose a transaction in which UniFirst shareholders will receive $275 in cash per share for 100% of the outstanding UniFirst common and Class B shares. Common shareholders will receive value of approximately $4.2 billion and Class B shareholders will receive value of approximately $1 billion.
We believe our Proposal continues to represent a compelling proposition for UniFirst and its shareholders. The proposed all-cash purchase price per share of $275 represents a 64% premium to UniFirst's ninety-day average closing price. We would like to emphasize the following characteristics of our Proposal in particular:
| · | A combination of Cintas<br>and UniFirst has a strong strategic and industrial logic, would create a leading company in the industry, better able to meet the challenges<br>posed by continued and increasing competition from much larger and better-capitalized companies that are focused on increasing their garment<br>and facility solutions and investing in last mile fleets; and |
|---|---|
| · | As you know from our discussions<br>earlier this year, we have done substantial work on the regulatory front, including engaging leading antitrust lawyers at Davis Polk &<br>Wardwell LLP and economists at Compass Lexecon, and we are confident that we have a path to obtaining the regulatory approvals necessary<br>to consummate the proposed transaction. |
| --- | --- |
We believe that your common shareholders will enthusiastically support this Proposal, which is consistent with the feedback we heard from many of them when we made public our proposal in January 2025.
I want to assure you that the proposed transaction is a top priority within our organization. Our executive management and advisors are prepared to commence engagement immediately. As you know from our discussions earlier this year, we are fully committed to devoting the required resources that are necessary to quickly and efficiently complete our due diligence and simultaneously finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature. Given our familiarity with UniFirst, we will require only the completion of limited business due diligence along with customary public company legal due diligence in order to proceed with the proposed transaction.
We continue to believe this is the right time to combine our companies and create a world class organization to even further benefit our customers, employees and communities in which our companies operate. We believe that our Proposal offers a unique opportunity to deliver value to your shareholders and enhance our collective ability to serve customers and support employees, including by accelerating the benefits of ongoing investments in technology. We are excited about this opportunity and are prepared to move forward expeditiously.
As a reminder, in our brief engagement in February 2022, you indicated that UniFirst believed that the execution of its strategic plan would deliver meaningful value to UniFirst shareholders. Yet, since February 7, 2022 when Cintas provided you an indication of interest to acquire UniFirst for $255 per share, your stock has depreciated approximately 5% while the S&P 500 has appreciated 53% and Cintas has appreciated 92%.
We are prepared to engage with you immediately in collaborative discussions to reach a mutually acceptable definitive agreement. Toward that end, Cintas would like to make our position clear:
| · | **Diligence.**As noted above, we expect to have limited and specific confirmatory due diligence requirements, customary for a public company transaction<br>of this nature. We would expect to be able to complete our diligence review within three to four weeks of the information being made<br>available. |
|---|---|
| · | Timing.<br>We would work towards negotiating definitive agreements in parallel with our due diligence review and signing and announcing the transaction<br>shortly after that. |
| --- | --- |
| · | Financing.<br>Our Proposal is not subject to any financing condition. The consideration would be financed from cash on hand, committed lines of credit<br>and/or other available sources of financing. |
| --- | --- |
| · | Certainty.<br>Our Board of Directors supports the proposed transaction. Cintas shareholder approval will not be required. |
| --- | --- |
| · | RegulatoryTerms. |
| --- | --- |
| o | Antitrust Efforts Covenant |
| --- | --- |
| § | Cintas<br>and UniFirst required to use reasonable best efforts to obtain all regulatory approvals as promptly as reasonably practicable. |
| --- | --- |
| § | Cintas<br>and UniFirst to cooperate with respect to all filings required pursuant to applicable antitrust laws and the furnishing of all other<br>documents requested by antitrust authorities. |
| --- | --- |
| § | Cintas and UniFirst to consult with each other<br>on strategy for obtaining all regulatory approvals, provided that Cintas shall have final decision- making authority. |
| --- | --- |
| § | In light of the reverse termination fee and obligation<br>to litigate, each as described below, Cintas is not required to engage in antitrust remedies. |
| --- | --- |
| o | Duty to Litigate/End Date |
| --- | --- |
| § | If necessary, Cintas and UniFirst obligated to<br>litigate any challenge by antitrust authorities. |
| --- | --- |
| § | Drop dead date: 10 months plus two extensions<br>of 4 months each if regulatory approvals not obtained at 10 and 14 month dates (but all other closing conditions are satisfied). |
| --- | --- |
| o | Reverse Termination Fee |
| --- | --- |
| § | $350 million reverse termination fee payable<br>by Cintas to UniFirst if the merger is blocked on antitrust grounds. This fee represents in excess of 6.5% of the transaction value. |
| --- | --- |
This Proposal is non-binding and does not constitute, or create any legally binding obligation, liability or commitment by Cintas, or any of its affiliates, regarding the proposed transaction unless and until a definitive agreement is executed by Cintas and UniFirst. Cintas reserves the right to withdraw this Proposal at its discretion.
Please provide a formal written response regarding this Proposal to me no later than December 16, 2025.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
Advisors
Davis Polk & Wardwell LLP is serving as Cintas’ legal advisor and FGS Global is serving as its strategic communications advisor.
About Cintas Corporation
Cintas Corporation helps more than one million businesses of all types and sizes get Ready™ to open their doors with confidence every day by providing products and services that help keep their customers’ facilities and employees clean, safe, and looking their best. With offerings including uniforms, mats, mops, towels, restroom supplies, workplace water services, first aid and safety products, eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm service, Cintas helps customers get Ready for the Workday^®^. Headquartered in Cincinnati, Cintas is a publicly held Fortune 500 company traded over the Nasdaq Global Select Market under the symbol CTAS and is a component of both the Standard & Poor’s 500 Index and Nasdaq-100 Index.
Contacts
Investors:
Scott A. Garula
Executive Vice President & Chief Financial Officer
(513) 972-3867
Jared S. Mattingley
Vice President - Treasurer & Investor Relations
(513) 972-4195
Media:
Bryan Locke / Zachary Tramonti
FGS Global
cintas@fgsglobal.com
Forward Looking Statements
This communication contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding Cintas’ current expectations, estimates and projections about its industry, its business or a transaction with UniFirst, are forward-looking statements. Cintas cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that a transaction with UniFirst may not be consummated; the risk that a transaction with UniFirst may be less accretive than expected, or may be dilutive, to Cintas’ earnings per share, which may negatively affect the market price of Cintas common shares; the possibility that Cintas and UniFirst will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cintas; the risk that Cintas may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completion of, a transaction could have adverse effects on the market price of Cintas common shares; and the risk related to any unforeseen liability and future capital expenditure of Cintas related to a transaction.
For additional factors affecting the business of Cintas, refer to Part I – Item 1A. Risk Factors of Cintas’ Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the “2025 10-K”), and other filings with the U.S. Securities and Exchange Commission (the “SEC”).
Important Information for Investors and Security Holders
This communication and the accompanying materials relate to a proposal which Cintas has made for an acquisition of UniFirst. In furtherance of this proposal and subject to future developments, Cintas may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This document is not a substitute for any proxy statement, registration statement, tender offer statement or other document Cintas may file with the SEC in connection with the proposed transaction.
Investors and security holders of Cintas are urged to read the proxy statement(s), registration statement, tender offer statement and/or other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Cintas, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Cintas through the website maintained by the SEC at http://www.sec.gov.
No Offer or Solicitation; Participants in the Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nonetheless, Cintas and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Cintas is set forth in its proxy statement for its 2025 annual meeting of shareholders (the “2025 Proxy Statement”), which was filed with the SEC on September 16, 2025 and is available here. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is set forth in the sections entitled “Election of Directors”, “Board’s Roles and Responsibilities”, “Board Committees and Meetings”, “Nonemployee Director Compensation”, “Director Compensation Table”, “Compensation Committee Report”, “Executive Compensation”, “Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards Table”, “Outstanding Equity Awards Table”, “Option Exercises and Stock Vested Table”, “Nonqualified Deferred Compensation for Fiscal 2025”, “Potential Payments upon Termination, Retirement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory Basis, of Named Executive Officer Compensation”, “Principal Shareholders”, “Security Ownership of Director Nominees and Named Executive Officers”, and “Related Party Transactions” of the 2025 Proxy Statement. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is also set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the 2025 10-K and is available here. To the extent holdings of Cintas common stock by the directors and executive officers of Cintas have changed from the amounts of Cintas common stock held by such persons as reflected in the 2025 Proxy Statement and 2025 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Robert Coletti on October 31, 2025 and December 17, 2025 (filing one, two, and three), Joseph Scaminace on October 31, 2025, Karen Carnahan on October 31, 2025 and December 17, 2025 (filing one and two), Melanie Barstad on October 31, 2025 and December 17, 2025 (filing one and two), Martin Mucci on October 31, 2025, Beverly Carmichael on October 31, 2025, and Ronald Tysoe on October 31, 2025 and December 17, 2025 (filing one, two, three, four, and five). Free copies of these documents may be obtained as described above.
Any information concerning UniFirst contained in this document has been taken from, or based upon, publicly available information. Although Cintas does not have any information that would indicate that any information contained in this document that has been taken from such documents is inaccurate or incomplete, Cintas does not take any responsibility for the accuracy or completeness of such information.
Exhibit 99.2
Cintas + UniFirst Built to Get Businesses of All Sizes Ready for the Workday December 22, 2025
Forward Looking Statements This presentation contains statements that constitute "forward - looking statements" within the meaning of the federal securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding Ci nta s’ current expectations, estimates and projections about its industry, its business or a transaction with UniFirst, are forward - looking statements. Cinta s cautions investors that any forward - looking statements are subject to risks and uncertainties that may cause actual results an d future trends to differ materially from those matters expressed in or implied by such forward - looking statements. Investors are cautioned not to place undue reliance on forward - looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward - looking statements are the following: the risk that a transaction with UniFirst may not be consummated; the risk that a transaction with UniFirst may be less accretive than expected, or may be dilutive, to Cintas’ earnings per share, w hich may negatively affect the market price of Cintas common shares; the possibility that Cintas and UniFirst will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cintas; the risk that Ci ntas may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies o r t hat it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completi on of, a transaction could have adverse effects on the market price of Cintas common shares; and the risk related to any unforeseen liability and fut ure capital expenditure of Cintas related to a transaction. For additional factors affecting the business of Cintas, refer to Part I – Item 1A. Risk Factors of Cintas’ Annual Report on For m 10 - K for the fiscal year ended May 31, 2025 (the “2025 10 - K”), and other filings with the U.S. Securities and Exchange Commiss ion (the “SEC”). Important Information for Investors and Security Holders This report and the accompanying materials relate to a proposal which Cintas has made for an acquisition of UniFirst. In furt her ance of this proposal and subject to future developments, Cintas may file one or more registration statements, proxy statemen ts, tender offer statements or other documents with the SEC. This document is not a substitute for any proxy statement, registration statement , t ender offer statement or other document Cintas may file with the SEC in connection with the proposed transaction. Investors and security holders of Cintas are urged to read the proxy statement(s), registration statement, tender offer state men t and/or other documents filed with the SEC carefully in their entirety if and when they become available as they will contai n i mportant information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of C int as, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when availabl e) and other documents filed with the SEC by Cintas through the website maintained by the SEC at http://www.sec.gov . No Offer or Solicitation; Participants in the Solicitation This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be a ny sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or q ual ification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This report is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made wi th the SEC. Nonetheless, Cintas and its directors and certain of its executive officers may be considered participants in the so lic itation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Cintas is set forth in it s p roxy statement for its 2025 annual meeting of shareholders (the “2025 Proxy Statement”), which was filed with the SEC on Sept emb er 16, 2025 and is available here . Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ tran sac tions with related persons is set forth in the sections entitled “Election of Directors”, “Board’s Roles and Responsibilities ”, “Board Committees and Meetings”, “Nonemployee Director Compensation for Fiscal 2025”, “Fiscal 2025 Director Compensation Table”, “Co mpe nsation Committee Report”, “Executive Compensation”, “Compensation Discussion and Analysis”, “Fiscal 2025 Summary Compensatio n Table”, “Grants of Plan - Based Awards for Fiscal 2025”, “Outstanding Equity Awards at Fiscal 2025 Year - End”, “Option Exercises an d Stock Vested for Fiscal 2025”, “Nonqualified Deferred Compensation for Fiscal 2025”, “Potential Payments upon Termination, Ret irement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory Basis, of Named Executive Officer Co mpe nsation”, “Principal Shareholders”, “Security Ownership of Director Nominees and Executive Officers”, and “Related Party Tran sac tions” of the 2025 Proxy Statement. Information about the directors and executive officers of Cintas, their ownership of Cintas common st ock, and Cintas’ transactions with related persons is also set forth in the sections entitled “Security Ownership of Certain Ben eficial Owners and Management and Related Stockholder Matters” of the 2025 10 - K and is available here . To the extent holdings of Cintas common stock by the directors and executive officers of Cintas have changed from the amou nts of Cintas common stock held by such persons as reflected in the 2025 Proxy Statement and 2025 10 - K, such changes have been or will be reflected on Statements of Change in Owne rship on Form 4 filed with the SEC, including: the Form 4s filed by Robert Coletti on October 31, 2025 , Joseph Scaminace on October 31, 2025 , Karen Carnahan on October 31, 2025 , Melanie Barstad on October 31, 2025 , Martin Mucci on October 31, 2025 , Beverly Carmichael on October 31, 2025 , and Ronald Tysoe on October 31, 2025 . Free copies of these documents may be obtained as described above. Any information concerning UniFirst contained in this document has been taken from, or based upon, publicly available informa tio n. Although Cintas does not have any information that would indicate that any information contained in this document that has be en taken from such documents is inaccurate or incomplete, Cintas does not take any responsibility for the accuracy or completeness of such inf ormation. Forward - Looking Statements 2
Creating Value for Customers, Employees & Shareholders Combination would enable Cintas and UniFirst to better support customers Enhances position among broad, diverse and well capitalized companies in an increasingly competitive market for workwear and facility solutions Amplifies and accelerates benefits of ongoing investments in technology Combines businesses with complementary strengths Better positioned to participate in large and growing market opportunities Offers compelling financial benefits, including operating cost synergies 3
Significant, Immediate and Certain Value for UniFirst Shareholders $150 $170 $190 $210 $230 $250 $270 $290 12/21/2022 4/21/2023 8/21/2023 12/21/2023 4/21/2024 8/21/2024 12/21/2024 4/21/2025 8/21/2025 90 Day Average Closing Price ($168.12) CTAS Offer ($275 per share) Last Closing Price $ 174.07 (12/ 16 /25) Substantial Premium to UniFirst’s Historical and Recent Trading Levels Since Cintas Initially Commenced Process Nearly Four Years Ago $275 per share all - cash offer delivers certain and immediate value ~$5.2 billion i mplied transaction value 64% premium to UniFirst’s 90 - day average closing price as of 12/11/25 UniFirst Stock Price Chart 4 *STOCK CHART TO BE UPDATED TO REFLECT 12/19 CLOSING PRICE*
Proposed Transaction Details ▪ Cintas to acquire all outstanding common and class B shares of UniFirst for $275 per share in cash ▪ Implied total transaction value of approximately $5.2 billion Financial Terms ▪ Compelling strategic fit with shared priorities to enhance service for customers ▪ Better positioned to serve over 1 million business customers in the US and Canada ▪ Accelerates benefit of combined companies’ investments in technology and creates opportunities to leverage shared infrastructure and route networks ▪ Cintas would welcome UniFirst employees and ensure opportunities to develop and prosper within Cintas, as it does for all of its employee - partners Strategic Benefits ▪ Expected to generate annual run - rate operating cost synergies of at least $375 million within 4 years of completion; 2.5x pro forma leverage at closing Significant Synergies 5
Combined Company Better Positioned Within Large, Growing, Competitive Market Cintas + UniFirst ▪ Innovative, more complete solution and comprehensive value proposition for businesses of all sizes. ▪ Well - positioned to capitalize on strong buying motivations of image, safety, cleanliness and compliance. ▪ Better able to meet the challenges posed by continued and increasing competition from much larger and better - capitalized companies focused on increasing their garment and facility solutions and investing in last mile fleets. Highly - Fragmented Market with Tremendous Opportunity for Greater Participation and Growth 6 Businesses in US and Canada Cintas & UniFirst wearers today Cintas & UniFirst customers today Workers in US and Canada 16M <8 M <2 M 180M+
Amplified Benefits of Investment in Technology Accelerates UniFirst’s ERP implementation Amplifies Cintas’ ongoing investments in solutions for customers and tools for employee - partners Applies Cintas’ proven technology - supported operational excellence to broader footprint Simplifies combined company’s ways of working, empowers our employee - partners, and elevates the customer experience 7
Cintas’ Public Proposal Follows Consistent Lack of Meaningful Engagement Cintas has engaged in good - faith efforts in seeking to reach an agreement dating back to early 2022 8 FEBRUARY 7, 2022 Cintas presents indication of interest to acquire UniFirst for $255/share (the "Prior Proposal"); UniFirst offers no substant ive engagement NOVEMBER 8, 2024 Cintas submits Proposal to acquire UniFirst for $275/share; requests response by November 22 NOVEMBER 27, 2024 UniFirst sends letter rejecting the Proposal DECEMBER 3, 2024 Cintas reiterates Proposal; requests in - person meeting including discussion about potential sources of value that will allow Cin tas to increase its offer; requests response by December 6 DECEMBER 9, 2024 UniFirst again sends letter rejecting the Proposal DECEMBER 20, 2024 Cintas reiterates proposal; again requests in - person meeting and notes willingness to increase its Proposal, discuss ways to preserve the UniFirst legacy; requests response by January 3 DECEMBER 12, 2025 Cintas submits Proposal to acquire UniFirst for $275/share; requests response by December 16 JANUARY 7, 2025 Due to continued lack of engagement, Cintas notifies the Unifirst Board and makes Proposal public; That same day, UniFirst publicly rejects Cintas’ $275/share proposal March 24, 2025 Due to lack of substantial engagement with UniFirst regarding the transaction terms, Cintas terminates discussions with UniFirst
Cintas is Prepared to Engage and Move Toward a Transaction Immediately ▪ We expect to have limited and specific confirmatory due diligence requirements. Diligence ▪ We would work towards signing and announcing a definitive agreement in January 2026. Timing ▪ Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing. Cintas is prepared to have our counsel immediately engage with UniFirst and its counsel to discuss the extensive work Cintas has done to date (including a leading economics consulting group) on the regulatory front and our path to closing of the transaction. ▪ Cintas has offered a $350 million reverse termination fee payable by Cintas to UniFirst if the merger is blocked on antitrust grounds. Regulatory ▪ Proposal is not subject to any financing condition and any cash consideration would be financed from cash on hand, committed lines of credit and/or other available sources of financing. Financing ▪ Cintas Board of Directors supports the proposed transaction and approval by Cintas shareholders is not required. Certainty 9
