8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)March 31, 2025

Cintas Corporation

(Exact name of registrant as specified incharter)

Registrant's telephone number, including area

code: (513) 459-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2025, J. Michael Hansen notified Cintas Corporation (the “Company”) of his intent to retire from his role as Executive Vice President & Chief Financial Officer (“CFO”). On April 4, 2025, the Company issued a press release announcing Mr. Hansen’s retirement and his transition to a new role as Assistant to the Chief Executive Officer, effective May 31, 2025. In this capacity, Mr. Hansen will support the transition to his successor and contribute to certain strategic initiatives and special projects. On April 1, 2025, the Company appointed Scott Garula, currently President of Cintas’ Rental Division, to succeed Mr. Hansen as Executive Vice President & CFO, effective June 1, 2025.

Mr. Garula, 54, joined Cintas in 1996 as an accountant and has held various leadership positions within the Company, including key roles within the Finance team and was President of First Aid & Safety and Fire Protection from February 2008 before becoming Senior Vice President of the Rental Division’s Southern Territory in 2016 and subsequently President and Chief Operating Officer of the Rental Division in June 2023.

In connection with Mr. Garula’s service as Executive Vice President & CFO, Mr. Garula will initially be eligible for the following annual compensation: (i) a base salary of $650,000; (ii) a target annual incentive cash incentive opportunity of 90% of base salary; and (iii) a target long-term incentive opportunity of $1,500,000, subject to the terms of the Company’s 2016 Amended and Restated Equity and Incentive Compensation Plan (the “Equity Plan). In addition, in connection with his promotion, Mr. Garula will be eligible for one-time long-term incentive awards under the Equity Plan in the form of shares of restricted stock and non-qualified stock options, with an aggregate grant date fair value of $250,000 and $75,000, respectively.

There are no arrangements or understandings between Mr. Garula and any other persons pursuant to which he was appointed as Executive Vice President & CFO, and no family relationships among any of the Company’s directors or executive officers and Mr. Garula. Mr. Garula has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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.

Exhibit 99.1

CintasCorporation Announces Executive Transition

MikeHansen to Retire as CFO at Fiscal Year-End

ScottGarula to Succeed Hansen as CFO

CINCINNATI,OHIO – April 4, 2025 – Cintas Corporation (NASDAQ: CTAS) today announced that Mike Hansen will retire from his role as Executive Vice President & Chief Financial Officer (CFO) and transition to a new role as Assistant to the CEO, effective May 31, 2025. In this capacity, Hansen will support the transition to his successor and contribute to certain strategic initiatives and special projects. Scott Garula, currently President of Cintas' Rental Division, will succeed Hansen as Executive Vice President & CFO.

Todd Schneider, Cintas President & CEO, said, “Continuity of leadership is important, and this planned transition follows a thoughtful succession process. We have a tremendous bench of world-class leaders ensuring the right team is in place to guide our Company into the future.

“We are deeply grateful to Mike for his contributions to Cintas throughout his career, including over the last 10 years as CFO which has been a period of outstanding performance and value creation. We look forward to continuing to benefit from his perspective and expertise in his new role.

“Scott’s strong financial acumen and outstanding track record of leadership within Cintas position him to support our continued growth and shareholder value creation, and I am proud to welcome him to this new role.”

Garula joined Cintas in 1996 as an accountant and has held various leadership positions within the company, including key roles within the Finance team and was President of First Aid & Safety and Fire Protection before becoming President of the Rental Division. Garula’s deep understanding of Cintas’ business and his strong track record in financial management and operational leadership make him well-suited to serve as the Company’s next CFO.

Garula said, “I am honored to take on the role of CFO and continue Cintas’ financial strategy, which prioritizes maximizing our flexibility to invest in our business and return capital as we focus on driving value for shareholders.”

Hansen added, “It has been my honor to serve as Cintas’ CFO and work alongside such an exceptional team. Cintas is in a strong financial position, and I am confident it is the right time for me to retire as CFO. I look forward to supporting Scott in his transition and continuing to contribute to our Company's success in my new role.”

About CintasCorporation

Cintas Corporation helps more than one million businesses of all types and sizes get Ready™ to open their doors with confidence every day by providing products and services that help keep their customers’ facilities and employees clean, safe and looking their best. With offerings including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety training, Cintas helps customers get Ready for the Workday®. Headquartered in Cincinnati, Cintas is a publicly held Fortune 500 company traded over the Nasdaq Global Select Market under the symbol CTAS and is a component of both the Standard & Poor’s 500 Index and Nasdaq-100 Index.