Cintas files post-effective S-4 amendment

Cintas Corporation filed a Post-Effective Amendment No. 1 to its Form S-4 (Registration No. 333-295330) on May 11, 2026 to add exhibits.

Rhea-AI Filing Summary

Cintas Corporation filed a Post-Effective Amendment No. 1 to its Form S-4 (Registration No. 333-295330) on May 11, 2026 to add exhibits. The amendment is an exhibit-only filing made pursuant to Rule 462(d) and incorporates Exhibit 8.1 (Paul Hastings tax opinion), Exhibit 23.4 (consent of Paul Hastings), and Exhibit 99.1 (form of UniFirst proxy card).

The Registration Statement was declared effective on May 6, 2026; this amendment updates Part II to reflect the included exhibits while leaving the proxy statement/prospectus and the remainder of Part II unchanged.

Insights

Corporate Transactions Counsel

Amendment adds legal and proxy exhibits tied to the proposed UniFirst merger.

The filing is a post-effective, exhibit-only amendment under Rule 462(d) that appends a tax opinion (Exhibit 8.1), the associated consent (Exhibit 23.4), and a form of proxy card for UniFirst (Exhibit 99.1). These exhibits are procedural attachments commonly filed after effectiveness to complete the record.

The operative items to watch in subsequent filings are any changes to the proxy statement/prospectus or supplemental disclosures; timing and transaction terms remain as previously declared effective on May 6, 2026.

Key Figures

Registration Number: 333-295330 Effective Date: May 6, 2026 Amendment Filing Date: May 11, 2026 +1 more

4 metrics

Registration Number 333-295330 Form S-4 registration identifier

Effective Date May 6, 2026 Registration Statement declared effective

Amendment Filing Date May 11, 2026 Post-Effective Amendment No. 1 signature date

Exhibits Added Exhibit 8.1; Exhibit 23.4; Exhibit 99.1 Tax opinion, consent, and UniFirst proxy card

Key Terms

Post-Effective Amendment, Form S-4, Rule 462(d)

3 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 (this "Amendment") to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-4 regulatory

"Registration Statement on Form S-4 of Cintas Corporation"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Rule 462(d) regulatory

"filed as an exhibit-only filing pursuant to Rule 462(d)"

A Securities and Exchange Commission procedural rule that lets a company quickly register additional shares by re-using an already effective registration filing, rather than submitting a full new application. For investors this matters because it speeds up the issuance of more stock—similar to printing extra tickets from an approved batch—so it can increase supply, dilute existing ownership, and signal a near-term capital raise or financing plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cintas (CTAS) file in this post-effective amendment?

The amendment adds specific exhibits to the effective Form S-4. It includes Exhibit 8.1 (Paul Hastings tax opinion), Exhibit 23.4 (consent of Paul Hastings), and Exhibit 99.1 (UniFirst proxy card form). These exhibits are attached to complete the registration record.

Does the amendment change the proxy statement or prospectus content?

No. The filing states the proxy statement/prospectus and the rest of Part II remain unchanged. This amendment is exhibit-only and updates Part II to reflect the newly filed exhibits without revising substantive proxy/prospectus text.

What is the significance of Rule 462(d) in this filing?

Rule 462(d) allows an exhibit-only post-effective amendment to include additional exhibits after effectiveness. The amendment here is submitted pursuant to that rule to append legal opinions and the proxy card form to the already effective registration statement.

When did the registration statement become effective?

The registration statement was declared effective on May 6, 2026. The post-effective amendment that adds the exhibits was filed on May 11, 2026, per the cover language of the filing.

Which exhibits were specifically added by this amendment?

The amendment adds Exhibit 8.1 (Opinion of Paul Hastings LLP on U.S. federal income tax aspects), Exhibit 23.4 (consent of Paul Hastings LLP), and Exhibit 99.1 (Form of UniFirst Corporation Proxy Card), as listed in Part II of the filing.

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Accepted by SEC EDGAR 05/11/2026 - 07:47 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on May 11, 2026

Registration No. 333-295330

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CINTAS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Washington			2320			31-1188630
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, Ohio 45262-5737

(513) 459-1200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

D. Brock Denton, Esq.

Senior Vice President,

Secretary and General Counsel

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, Ohio 45262-5737

(513) 459-1200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

James P. Dougherty, Esq.
Shanu Bajaj, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 Michael C. Patrick, Esq.
Senior Vice President and General
Counsel
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
(812) 482-1600 Eduardo Gallardo, Esq.
Andrew Goodman, Esq.
Paul Hastings LLP
200 Park Ave
New York, New York 10166
(212) 318-6000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark 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.

Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-4 of Cintas Corporation (File No. 333-295330), initially filed on April 24, 2026, and declared effective by the Securities and Exchange Commission on May 6, 2026 (the “Registration Statement”), is being filed as an exhibit-only filing pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to include (i) Exhibit 8.1: Opinion of Paul Hastings LLP regarding certain U.S. federal income tax aspects of the mergers, (ii) Exhibit 23.4: Consent of Paul Hasting LLP (included as part of Exhibit 8.1) and (iii) Exhibit 99.1: Form of UniFirst Corporation Proxy Card. Accordingly, this Amendment consists of only the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the filed exhibits. The proxy statement/prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted. The Registration Statement is hereby amended, as appropriate, to reflect the inclusion of such exhibits.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 21.
Exhibits and Financial Statement Schedules

(a)
The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.			Description
2.1			Agreement and Plan of Merger, dated as of March 10, 2026, by and among Cintas Corporation, UniFirst Corporation, Bruin Merger Sub I, Inc. and Bruin Merger Sub II, LLC (Annex A to the proxy statement/prospectus forming a part of this registration statement)*
3.1			Restated Articles of Incorporation of Cintas Corporation, as amended (incorporated by reference to Exhibit 3.1 of Cintas’ Quarterly Report on Form 10-Q for the quarter ended August 31, 2024)
3.2			Amended and Restated By-laws of Cintas Corporation (incorporated by reference to Exhibit 3.1 to Cintas’ Current Report on Form 8-K filed on April 11, 2024)
5.1			Opinion of Fikso Kretschmer PS, regarding the legality of the securities being registered*
8.1			Opinion of Paul Hastings LLP regarding certain U.S. federal income tax aspects of the mergers**
10.1			Voting and Support Agreement, by and among Cintas Corporation and certain shareholder of UniFirst corporation, dated as of March 10, 2026 (Annex B to the proxy statement/prospectus forming a part of this registration statement)*
21.1			List of subsidiaries of Cintas Corporation (incorporated by reference to Exhibit 21 of Cintas’ Annual Report on Form 10-K for the year ended May 31, 2025)
23.1			Consent of Ernst & Young LLP (independent registered public accounting firm for Cintas Corporation)*
23.2			Consent of Ernst & Young LLP (independent registered public accounting firm for UniFirst Corporation)*
23.3			Consent of Fikso Kretschmer PS (included as part of the opinion filed as Exhibit 5.1)*
23.4			Consent of Paul Hastings LLP (included as part of the opinion filed as Exhibit 8.1)**
24.1			Powers of Attorney of Directors and Officers of Cintas Corporation (included on the signature page of this registration statement and incorporated herein by reference)*
99.1			Form of UniFirst Corporation Proxy Card**
99.2			Consent of J.P. Morgan Securities LLC*
99.3			Consent of Goldman Sachs & Co. LLC*
107			Filing Fee Table*

*
Previously filed.

**
Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mason, State of Ohio, on May 11, 2026.

			CINTAS CORPORATION
			By:			/s/ Todd M. Schneider
						Name:			Todd M. Schneider
						Title:			President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature						Title			Date
*						President and Chief Executive Officer (principal executive officer), and Director			May 11, 2026
Todd M. Schneider
*						Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)			May 11, 2026
Scott A. Garula
*						Executive Chairman and Director			May 11, 2026
Scott D. Farmer
*						Lead Director			May 11, 2026
Joseph Scaminace
*						Director			May 11, 2026
Melanie W. Barstad
*						Director			May 11, 2026
Beverly K. Carmichael
*						Director			May 11, 2026
Karen L. Carnahan
*						Director			May 11, 2026
Robert E. Coletti
*						Director			May 11, 2026
Martin Mucci
*						Director			May 11, 2026
Ronald W. Tysoe
*By:			/s/ D. Brock Denton
			D. Brock Denton Attorney-in-fact

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