Cintas (CTAS) director discloses ongoing phantom stock unit deferrals

Rhea-AI Filing Summary

Cintas Corporation director Karen L. Carnahan reported a series of insider transactions involving deferred compensation into phantom stock units. Between 08/15/2023 and 12/15/2025, she accrued multiple small awards of phantom stock units (all coded as acquisitions) tied to her director cash retainer fees and related dividend equivalents.

Each phantom stock unit has a value equal to one share of Cintas common stock but is not an actual share and carries no voting rights; the units are payable only in cash after she leaves the board. Following the most recent reported transaction on 12/15/2025, she beneficially owns 6,338.23 phantom stock units.

The company completed a four-for-one stock split of its common stock on 09/04/2024, and all share amounts and prices in these transactions have been adjusted for that split. This filing is the second of two submitted the same day to report a total of 49 individual transactions due to EDGAR system limits.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CARNAHAN KAREN L

(Last) (First) (Middle)

P.O. BOX 625737

(Street)

CINCINNATI OH 45262

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CINTAS CORP [ CTAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)(2)	08/15/2023		A		13.14		(1)	(1)	Common Stock	13.14	$122.17	4,769.23	D
Phantom Stock Units	(1)(2)	10/24/2023		A		227.35		(1)	(1)	Common Stock	227.35	$126.46	4,996.58	D
Phantom Stock Units	(1)(2)	11/14/2023		A		12.34		(1)	(1)	Common Stock	12.34	$136.64	5,008.92	D
Phantom Stock Units	(1)(2)	01/16/2024		A		195.39		(1)	(1)	Common Stock	195.39	$147.14	5,204.31	D
Phantom Stock Units	(1)(2)	02/14/2024		A		11.47		(1)	(1)	Common Stock	11.47	$153.17	5,215.78	D
Phantom Stock Units	(1)(2)	04/09/2024		A		169.69		(1)	(1)	Common Stock	169.69	$169.43	5,385.47	D
Phantom Stock Units	(1)(2)	05/15/2024		A		10.5		(1)	(1)	Common Stock	10.5	$173.1	5,395.97	D
Phantom Stock Units	(1)(2)	07/23/2024		A		152.11		(1)	(1)	Common Stock	152.11	$189.01	5,548.08	D
Phantom Stock Units	(1)(2)	08/15/2024		A		11.27		(1)	(1)	Common Stock	11.27	$191.94	5,559.35	D
Phantom Stock Units	(1)	10/29/2024		A		137.47		(1)	(1)	Common Stock	137.47	$209.14	5,696.82	D
Phantom Stock Units	(1)	11/15/2024		A		10.32		(1)	(1)	Common Stock	10.32	$215.2	5,707.14	D
Phantom Stock Units	(1)	01/14/2025		A		149.52		(1)	(1)	Common Stock	149.52	$192.28	5,856.66	D
Phantom Stock Units	(1)	02/14/2025		A		11.18		(1)	(1)	Common Stock	11.18	$204.22	5,867.85	D
Phantom Stock Units	(1)	04/08/2025		A		151.23		(1)	(1)	Common Stock	151.23	$190.11	6,019.07	D
Phantom Stock Units	(1)	05/15/2025		A		10.74		(1)	(1)	Common Stock	10.74	$218.49	6,029.82	D
Phantom Stock Units	(1)	07/29/2025		A		129.11		(1)	(1)	Common Stock	129.11	$222.68	6,158.93	D
Phantom Stock Units	(1)	08/15/2025		A		12.8		(1)	(1)	Common Stock	12.8	$216.55	6,171.73	D
Phantom Stock Units	(1)	10/28/2025		A		151.4		(1)	(1)	Common Stock	151.4	$189.89	6,323.13	D
Phantom Stock Units	(1)	12/15/2025		A		15.1		(1)	(1)	Common Stock	15.1	$188.45	6,338.23	D

Explanation of Responses:

1. Reporting Person elected to defer a portion of the Reporting Person's cash retainer fees into Phantom Stock Units pursuant to the Directors' Deferred Compensation Plan (including dividend equivalents that have been credited as additional Phantom Stock Units), each unit having a value equal to one share of Cintas Corporation common stock but are not actual shares of common stock and carry no voting rights. Phantom Stock Units are payable only in cash after termination of service as a director.

2. On September 4, 2024, Cintas Corporation completed a four-for-one stock split of its common stock. All share amounts and stock prices have been adjusted to give effect to this stock split.

Remarks:

This Form 4 is the second of two Form 4s filed by the Reporting Person on the same date, December 17, 2025. The Form 4 has been split into two filings to cover all 49 individual transactions because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions.

	/s/ Karen L. Carnahan	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity does this Form 4 report for Cintas (CTAS)?

The Form 4 reports that director Karen L. Carnahan elected to defer portions of her cash retainer fees into phantom stock units over multiple dates from 08/15/2023 through 12/15/2025, increasing her beneficial holdings in these units.

How many Cintas phantom stock units does the director hold after these transactions?

After the most recent reported transaction on 12/15/2025, the director beneficially owns 6,338.23 phantom stock units, as shown in the derivative securities table.

What are phantom stock units in the Cintas directors' deferred compensation plan?

Phantom stock units are bookkeeping entries under the Directors' Deferred Compensation Plan. Each unit has a value equal to one share of Cintas common stock but is not an actual share, carries no voting rights, and is payable only in cash after the director's service ends.

How did the Cintas stock split affect the numbers in this Form 4?

On 09/04/2024, Cintas completed a four-for-one stock split of its common stock. The filing states that all share amounts and stock prices in the reported phantom stock transactions have been adjusted to reflect this split.

Why did the Cintas director file two separate Form 4 reports on the same date?

The remarks explain that this is the second of two Form 4s filed on 12/17/2025. The reports were split because the SEC's EDGAR system limits a single Form 4 to 30 separate transactions, and the director needed to disclose 49 individual transactions.

Are the phantom stock units reported actual Cintas shares?

No. The filing states that phantom stock units have a value equal to one share of Cintas common stock but are not actual shares and carry no voting rights. They represent a cash-settled deferred compensation obligation.