[DFAN14A] UNIFIRST CORP SEC Filing

Rhea-AI Filing Summary

Cintas Corporation disclosed that it has delivered a formal proposal to the Board of Directors of UniFirst Corporation to acquire all outstanding common and class B shares of UniFirst for $275.00 per share in cash. The proposal is described in a press release and presentation that are attached as exhibits and incorporated by reference.

The company emphasizes that statements about a potential transaction with UniFirst are forward-looking and subject to significant risks, including that a deal may not be completed, may be less accretive than expected or even dilutive to earnings per share, and could involve higher-than-anticipated transaction and other costs. Cintas also notes risks around realizing expected benefits and achieving synergies, as well as potential adverse effects on its share price and possible unforeseen liabilities or capital expenditures related to any transaction.

Cintas explains that, depending on future developments, it may file registration statements, proxy statements, tender offer statements or other documents with the SEC and urges investors and security holders to read any such materials in full when available, as they will contain important information about any proposed acquisition of UniFirst.

Insights

Equity M&A analyst

Cintas has made a cash proposal to acquire UniFirst for $275 per share, but completion and impact remain uncertain.

The disclosure centers on Cintas proposing to acquire all outstanding common and class B shares of UniFirst for $275.00 per share in cash. This indicates an all-cash approach, which, if accepted and completed, would convert UniFirst shareholders’ equity stakes into cash at that price per share. The proposal is currently at the offer stage, supported by a press release and presentation, with no indication in this text that a definitive agreement has been signed.

The company highlights numerous risks: a transaction with UniFirst may not be consummated; it may be less accretive than expected or even dilutive to Cintas’ earnings per share; and Cintas and UniFirst could incur significant transaction and other costs beyond initial expectations. It also notes uncertainty around realizing expected benefits and synergies and references possible unforeseen liabilities and future capital expenditures tied to any combination, which could affect post-deal performance.

Cintas states it may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC in connection with the proposal, and encourages investors to read those in full if and when they become available. The overall message is that this is a potentially significant strategic move, but its terms, likelihood of completion, and financial effects are not assured based on the information provided here.

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 in charter)

Washington		0-11399		31-1188630
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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 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:

☐ 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 each exchange on which registered
Common stock, no par value		CTAS		The NASDAQ Stock Market LLC (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 Security Holders

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 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Cintas Corporation published 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 22, 2025.
101		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104		The cover page from this Current 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/ Scott A. Garula
			Scott A. Garula
			Executive Vice President and Chief Financial Officer

FAQ

What transaction did Cintas propose involving UniFirst (UNF)?

Cintas proposed to acquire all of the outstanding common and class B shares of UniFirst for $275.00 per share in cash, as described in a press release and presentation attached to the report.

Is the Cintas proposal to acquire UniFirst (UNF) a completed deal?

No. The content describes a proposal by Cintas to acquire UniFirst. It also highlights risks that a transaction with UniFirst may not be consummated and does not state that a definitive agreement has been completed.

What key risks does Cintas highlight about a potential UniFirst (UNF) acquisition?

Cintas cites risks that a transaction with UniFirst may not close, may be less accretive than expected or dilutive to earnings per share, could involve significant transaction and other costs, might not deliver expected benefits or synergies, could affect Cintas’ share price, and may involve unforeseen liability and future capital expenditure.

What SEC filings might be made if the Cintas–UniFirst (UNF) transaction progresses?

Cintas states that, subject to future developments, it may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC in connection with the proposed transaction.

How can UniFirst (UNF) and Cintas investors access detailed information about the proposed acquisition?

Investors and security holders are urged to read any proxy statement(s), registration statement, tender offer statement and other documents filed with the SEC in connection with the proposed transaction, which will be available for free on the SEC’s website at http://www.sec.gov when filed.

Does the report constitute an offer to sell or solicit an offer to buy securities related to UniFirst (UNF)?

No. The report explicitly states that it shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and that no offering will be made except by means of a prospectus meeting applicable Securities Act requirements.