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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):
October 6, 2026
Cintas Corporation
(Exact Name of Registrant as Specified in its Charter)
| Washington |
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0-11399 |
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31-1188630 |
| (State or other jurisdiction |
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(Commission |
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(IRS Employer |
| of incorporation or organization) |
|
File Number) |
|
Identification No.) |
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
(Address of principal executive offices)
(Zip Code)
(513) 459-1200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common Stock, no par value |
|
CTAS |
|
The NASDAQ Stock Market LLC |
| |
|
|
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(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. ☐
As
previously disclosed, on March 10, 2026, Cintas Corporation, a Washington corporation (“Cintas”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with (i) UniFirst Corporation, a Massachusetts corporation (“UniFirst”),
(ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“Merger Sub Inc.”), and (iii)
Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“Merger Sub LLC”).
The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including
the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), (i) Merger Sub Inc. will be merged with and into UniFirst (the “First Merger”), whereupon the
separate existence of Merger Sub Inc. will cease, and UniFirst will continue as the surviving corporation of the First Merger and a wholly
owned subsidiary of Cintas and (ii) immediately after the First Merger, UniFirst will be merged with and into Merger Sub LLC (the “Second
Merger,” and, together with the First Merger, the “Mergers”), whereupon the separate existence of UniFirst will cease,
and Merger Sub LLC will continue as the surviving entity of the Second Merger and a wholly owned subsidiary of Cintas.
As
previously disclosed, 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 Mergers 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 Mergers.
On
July 2, 2026, each of Cintas and UniFirst received a Supplementary Information Request (“SIR”) from the Canadian Competition
Bureau (the “CCB”) in connection with the CCB’s review of the transactions contemplated by the Merger Agreement. On
September 29, 2026, each of Cintas and UniFirst certified to the CCB that it has completed its response to the SIR.
Cintas
continues to expect that the Mergers will close prior to the end of calendar year 2026, subject to the satisfaction or waiver of customary
closing conditions.
* * *
FORWARD-LOOKING STATEMENTS
This communication 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 (the “Securities
Act of 1933”), which involve risks and uncertainties. Any statements about Cintas’, UniFirst’s or the combined company’s
plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are
not statements of historical fact are forward-looking statements. Words, phrases or expressions such as “estimates,” “confident,”
“continue,” “hope,” “likely,” “might,” “possible,” “potential,”
“trend,” “anticipates,” “predicts,” “projects,” “plans,” “expects,”
“intends,” “targets,” “forecasts,” “believes,” “seeks,” “could,”
“should,” “may,” “will,” “strategy,” “objective,” and similar words, phrases
or expressions or the negative versions thereof are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements
are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed
in or implied by the forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements
about 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.
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, shareholder, or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in
the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the 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 (the “SEC”).
Additional important factors relating to UniFirst that could cause
actual results to differ materially from those in forward-looking statements include, but are not limited to, uncertainties caused by
an economic recession or other adverse economic conditions, including, without limitation, as a result of elevated inflation or interest
rates or extraordinary events or circumstances such as geopolitical conflicts like the conflict between Russia and Ukraine and disruption
in the Middle East, and their impact on UniFirst’s customers’ businesses and workforce levels; disruptions of UniFirst’s
business and operations, including limitations on, or closures of, UniFirst’s facilities, or the business and operations of UniFirst’s
customers or suppliers in connection with extraordinary events or circumstances; uncertainties regarding UniFirst’s ability to consummate
acquisitions and successfully integrate acquired businesses, and the performance of such businesses; uncertainties regarding any existing
or newly-discovered expenses and liabilities related to environmental compliance and remediation; any adverse outcome of pending or future
contingencies or claims; UniFirst’s ability to compete successfully without any significant degradation in UniFirst’s margin
rates, seasonal and quarterly fluctuations in business levels; UniFirst’s ability to preserve positive labor relationships and avoid
becoming the target of corporate labor unionization campaigns that could disrupt UniFirst’s business; the effect of currency fluctuations
on UniFirst’s results of operations and financial condition; UniFirst’s dependence on third parties to supply UniFirst with
raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the conflict
between Russia and Ukraine; any loss of key management or other personnel; increased costs as a result of any changes in federal, state,
international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations; uncertainties regarding,
or adverse impacts from continued high price levels of natural gas, electricity, fuel and labor or increases in such costs; the negative
effect on UniFirst’s business from sharply depressed oil and natural gas prices; the continuing increase in domestic healthcare
costs, increased workers’ compensation claim costs, increased healthcare claim costs; UniFirst’s ability to retain and grow
its customer base, demand and prices for UniFirst’s products and services; fluctuations in UniFirst’s nuclear business; political
or other instability; supply chain disruption or infection among UniFirst’s employees in Mexico and Nicaragua where UniFirst’s
principal garment manufacturing plants are located; UniFirst’s ability to properly and efficiently design, construct, implement
and operate a new enterprise resource planning (“ERP”) computer system; interruptions or failures of UniFirst’s information
technology systems, including as a result of cyber-attacks; additional professional and internal costs necessary for compliance with any
changes in or additional SEC, NYSE and accounting or other rules; strikes and unemployment levels; UniFirst’s efforts to evaluate
and potentially reduce internal costs; the impact of U.S. and foreign trade policies and tariffs or other impositions on imported goods
on UniFirst’s business, results of operations and financial condition; UniFirst’s ability to successfully implement its business
strategies and processes, including UniFirst’s capital allocation strategies; UniFirst’s ability to successfully remediate
the material weakness in internal control over financial reporting disclosed in UniFirst’s Annual
Report on Form 10-K for the fiscal year ended August 30, 2025, filed with the SEC on October 29, 2025, in an appropriate and
timely matter or at all; and the other risks and contingencies detailed in UniFirst’s most recent Annual Report on Form 10-K and
its other filings with the SEC.
These factors are not necessarily all of the factors that could cause
Cintas’, UniFirst’s or the combined company’s actual results, performance, or achievements to differ materially from
those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm Cintas’,
UniFirst’s or the combined company’s results.
All forward-looking statements attributable to Cintas, UniFirst, or
the combined company, or persons acting on Cintas’ or UniFirst’s behalf, are expressly qualified in their entirety by the
cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and Cintas and UniFirst do
not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future
events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable
law. If Cintas or UniFirst updates one or more forward-looking statements, no inference should be drawn that Cintas or UniFirst will make
additional updates with respect to those or other forward-looking statements. Further information regarding Cintas, UniFirst and factors
that could affect the forward-looking statements contained herein can be found in Cintas’ Annual Report on Form 10-K, its Quarterly
Reports on Form 10-Q, and its other filings with the SEC, and in UniFirst’s Annual Report on Form 10-K, its Quarterly Reports on
Form 10-Q, and its other filings with the SEC.
SIGNATURE
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.
Date: October 6, 2026
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CINTAS CORPORATION |
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By: |
/s/ Scott A. Garula |
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Name: |
Scott A. Garula |
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Title: |
Executive Vice President and Chief Financial Officer |
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