# Unifirst Corp: Form 10-Q for the period ended May 30, 2026

- Company: [Unifirst Corp](/companies/unf.md) (CIK 717954)
- Form: 10-Q
- Filed: 2026-07-08
- Accepted by EDGAR: Jul 8, 2026, 13:06 ET
- Period: 2026-05-30
- Accession: 0001628280-26-047621
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/717954/000162828026047621/unf-20260530.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/717954/000162828026047621/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-05-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-03-01 to 2026-05-30 | $634.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-08-31 to 2026-05-30 | $1.88bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-03-01 to 2026-05-30 | $399.7m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-08-31 to 2026-05-30 | $1.20bn | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2026-03-01 to 2026-05-30 | $175.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-08-31 to 2026-05-30 | $481.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-03-01 to 2026-05-30 | $23.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-08-31 to 2026-05-30 | $94.4m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-03-01 to 2026-05-30 | $4.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-08-31 to 2026-05-30 | $24.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-03-01 to 2026-05-30 | $19.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-08-31 to 2026-05-30 | $74.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-03-01 to 2026-05-30 | $1.09 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-08-31 to 2026-05-30 | $4.11 | us-gaap:EarningsPerShareDiluted |
| Diluted shares (weighted) | 3 months, 2026-03-01 to 2026-05-30 | 18,216,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-08-31 to 2026-05-30 | 18,175,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-08-31 to 2026-05-30 | $139.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-08-31 to 2026-05-30 | $107.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2025-08-31 to 2026-05-30 | $18.8m | us-gaap:PaymentsOfDividends |
| Share repurchases | 9 months, 2025-08-31 to 2026-05-30 | $32.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-05-30 | $163.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-05-30 | $919.9m | us-gaap:AssetsCurrent |
| Total assets | at 2026-05-30 | $2.82bn | us-gaap:Assets |
| Current liabilities | at 2026-05-30 | $295.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-05-30 | $622.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-05-30 | $2.20bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 38,901 characters.

### SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and any documents incorporated by reference may contain forward-looking statements within the meaning of the federal securities laws that reflect the Company's current views with respect to future events and financial performance, including statements regarding the transaction between UniFirst Corporation (“we”, “our”, the “Company”, or “UniFirst”) and Cintas Corporation (“Parent” or “Cintas”) (the “Transaction”). Forward-looking statements contained in this Quarterly Report on Form 10-Q and any documents incorporated by reference are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “assume,” “strive,” “design,” “assumption,” “vision” “drive,” or the negative versions thereof, and similar expressions and by the context in which they are used. Such forward-looking statements are based upon our current expectations and speak only as of the date made. Such statements are highly dependent upon a variety of risks, uncertainties and other important factors that could cause actual results to differ materially from those reflected in such forward-looking statements.

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 factors 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 conflicts between Russia and Ukraine and the United States and Iran and other disruption in the Middle East, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, including limitations on, or closures of, our facilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances, uncertainties regarding our 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, our ability to compete successfully without any significant degradation in our margin rates, seasonal and quarterly fluctuations in business levels, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the effect of currency fluctuations on our results of operations and financial condition, our dependence on third parties to supply us with raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the conflicts between Russia and Ukraine and the United States and Iran, 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 our 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, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our nuclear business, political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, our ability to properly and efficiently design, construct, implement and operate a new enterprise resource planning (“ERP”) computer system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional professional and internal costs necessary for compliance with any changes in or additional Securities and Exchange Commission (“SEC”), New York Stock Exchange and accounting or other rules, strikes and unemployment levels, our 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 our business, results of operations and financial condition, our ability to successfully implement our business strategies and processes, including our capital allocation strategies, our ability to successfully remediate the material weakness in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025 and the other factors described under “Part I, Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 30, 2025 and in our other filings with the SEC, including, without limitation, under Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

### Business Overview

UniFirst, a corporation organized under the laws of the Commonwealth of Massachusetts in 1950, together with its subsidiaries, is one of the leading providers of workplace uniforms and protective work wear clothing in North America. We design, manufacture, personalize, rent, clean, deliver, and sell a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent and sell industrial wiping products, floor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies as well as provide certain safety training, to a variety of manufacturers, retailers and service companies. We serve businesses of all sizes across multiple industries and sectors. We provide our products and services to over 300,000 customer locations in the U.S., Canada and Europe.

As mentioned and described in Note 13, “Segment Reporting,” beginning with the fourth quarter of fiscal 2025, we reorganized our business into three reportable operating segments based on the information reviewed by our Chief Executive Officer: Uniform & Facility Service Solutions, First Aid & Safety Solutions and Other. Refer to Note 13, “Segment Reporting” to our Consolidated Financial Statements for our disclosure of segment information. We have recast certain prior period segment results to conform with the current presentation.

The Uniform & Facility Service Solutions segment consolidates the former Corporate, Manufacturing (“MFG”) and U.S. and Canadian Rental and Cleaning operating segments and includes our cleanroom operations, which was previously part of the Specialty Garments Rental and Cleaning (“Specialty Garments”) reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. Certain operations of the Uniform & Facility Service Solutions reporting segment are referred to by the Company as “industrial laundry operations” and we refer to the locations related to this reporting segment as our “industrial laundries”. Additionally, the Uniform & Facility Service Solutions consists of our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense. The segment, through the Company’s cleanroom operations, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations.

We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services and other safety supplies, provides certain safety training and maintains wholesale distribution and pill packaging operations for non-prescription medicines.

The Other reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom operations. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.

### Merger Agreement

On March 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cintas, Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas (“Merger Sub Inc.”), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas (“Merger Sub LLC”).

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the merger of the Company with and into Merger Sub Inc., each share of (i) our common stock, par value $0.10 per share, and (ii) our Class B common stock, par value $0.10 per share, (clauses (i) and (ii) “Common Stock”) issued and outstanding immediately prior to the effective time of this merger (other than shares of our Common Stock held in our treasury or held directly by a subsidiary of the Company, Cintas, Merger Sub Inc. or Merger Sub LLC) will convert into the right to receive: $155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock. No fractional shares of Cintas common stock will be issued in this merger, and holders of our Common Stock will receive cash in lieu of any fractional shares of Cintas common stock.

For more information, refer to our Current Reports on Form 8-K filed with the SEC on March 11, 2026 and June 12, 2026 and Note 1, Summary of Significant Accounting Policies.

### Factors Affecting Our Business

In general, we believe that our results of operations are not dependent on reasonable changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, customer agreements that generally provide for price increases and continued focus on improvements in operational productivity. However, the inflationary environment in recent years had a negative impact on our margins, including increased energy costs for our vehicles and our plants, and increased wages in the labor markets in which we compete. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods or other causes are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition.

Please see Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q for an additional discussion of risks and potential risks of adverse economic conditions on our business, financial condition and results of operations, including, without limitation, as a result of inflation, elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods.

### Results of Operations

The following discussion should be read in conjunction with the accompanying consolidated financial statements and related notes. The discussion below highlights the significant factors affecting our results of operations for the thirteen and thirty-nine weeks ended May 30, 2026 compared to the corresponding prior year periods.

### General

We derive our revenues from the services described under “Business Overview” above.

Cost of revenues include the amortization of rental merchandise in service and merchandise costs related to direct sales as well as labor and other production, service and delivery costs, and distribution costs associated with operating our Uniform & Facility Service Solutions operations, Other segment facilities, and First Aid & Safety Solutions locations. Selling and administrative costs include costs related to our sales and marketing functions as well as general and administrative costs associated with our corporate offices, non-operating environmental sites and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.

In fiscal 2022, we initiated a multi-year ERP project focused on modernizing our enterprise systems. Early phases focused on master data management and finance capabilities, with subsequent phases focused on supply chain and procurement automation and technology. We believe this initiative will become the foundation of our systems technology footprint and will integrate and complement the capabilities of our other core systems. We expect the ERP system, along with its enhanced supply chain and procurement capabilities, to reduce operating costs and contribute to lower customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. As of May 30, 2026, we capitalized $62.3 million related to our ERP project. We refer to our ERP project as our “Key Initiative”.

We have incurred costs associated with the proposed merger with Cintas, consisting primarily of legal, advisory and other professional service fees (“Transaction-related Costs”), which have been included within selling and administrative expenses in the Consolidated Statements of Income. During the thirteen weeks ended May 30, 2026, we recognized $20.7 million of Transaction-related Costs.

### Thirteen weeks ended May 30, 2026 compared with thirteen weeks ended May 31, 2025

#### Revenues

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Uniform & Facility Service Solutions | $575,747 | $554,331 | $21,416 | 3.9% |
| First Aid & Safety Solutions | 30,809 | 29,787 | 1,022 | 3.4% |
| Other | 27,846 | 26,660 | 1,186 | 4.4% |
| Total consolidated revenues | $634,402 | $610,778 | $23,624 | 3.9% |

The increase in consolidated revenues of 3.9% during the thirteen weeks ended May 30, 2026, compared to the prior year comparable period was due primarily to growth in our Uniform & Facility Service Solutions of 3.9%. The increase in revenues in our Uniform & Facility Service Solutions was primarily due to organic growth of 3.6%, which was driven by solid new account sales and improved customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of 0.2%.

First Aid & Safety Solutions revenues in the thirteen weeks ended May 30, 2026 increased 3.4% compared to the prior year comparable period was primarily driven by double-digit growth in our van business. Overall growth rates in the quarter were negatively impacted by the timing of certain direct sale shipments in our wholesale distribution business that we expect to recognize in the fourth quarter of fiscal 2026.

In the thirteen weeks ended May 30, 2026, Other segment revenues increased 4.4% compared to the prior year comparable period due primarily to favorable foreign currency exchange rates and growth in our European operations. These favorable impacts were partially offset by the continued wind-down of a large refurbishment project. Results for the Other segment are often influenced by seasonality, the timing and duration of customer power reactor outages, and project-based activities.

#### Cost of revenues

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Cost of revenues | $399,676 | $385,189 | $14,487 | 3.8% |
| % of Revenues | 63.0% | 63.1% |  |  |

Consolidated cost of revenues increased during the thirteen weeks ended May 30, 2026 but remained flat as a percentage of revenues compared to the prior year comparable period. The increase was primarily due to higher payroll costs, a $1.8 million benefit in other production costs recognized during the prior year comparable period and higher merchandise costs. Payroll and merchandise costs each decreased as a percentage of revenues compared to the prior year comparable period, reflecting strong top-line performance.

#### Selling and administrative expenses

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Selling and administrative expenses | $175,925 | $142,690 | $33,235 | 23.3% |
| % of Revenues | 27.7% | 23.4% |  |  |

The increase in selling and administrative costs during the thirteen weeks ended May 30, 2026 compared to the prior year comparable period was due primarily to $20.7 million of Transaction-related Costs. The increase was further driven by higher payroll and selling-related expenses, healthcare claims expenses and continued investments to accelerate growth and support our digital transformation. Selling and administrative expenses in the current period were also impacted by increased costs associated with our Key Initiative, which totaled $5.2 million during the current year period compared to $1.0 million in the prior year comparable period.

#### Depreciation and amortization

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Depreciation and amortization | $35,771 | $34,722 | $1,049 | 3.0% |
| % of Revenues | 5.6% | 5.7% |  |  |

Depreciation and amortization expense increased by 3.0% during the thirteen weeks ended May 30, 2026 compared to the prior year comparable period, due primarily to continued investment in operating facilities and technology to improve our efficiency and support our continued future growth.

#### Operating income

For the thirteen weeks ended May 30, 2026 and May 31, 2025, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Uniform & Facility Service Solutions | $19,665 | $43,243 | $(23,578) | (54.5)% |
| First Aid & Safety Solutions | (1,548) | 525 | (2,073) | (394.9)% |
| Other | 4,913 | 4,409 | 504 | 11.4% |
| Operating income | $23,030 | $48,177 | $(25,147) | (52.2)% |
| Operating income margin | 3.6% | 7.9% |  |  |

#### Other income, net

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Interest income, net | $(1,779) | $(2,514) | $735 | (29.2)% |
| Other expense (income), net | 365 | (2,704) | 3,069 | (113.5)% |
| Total other income, net | $(1,414) | $(5,218) | $3,804 | (72.9)% |

Other income, net, for the thirteen weeks ended May 30, 2026 decreased compared to the prior year comparable period, primarily due to $2.8 million in proceeds from the sale of a property in the prior year period. In addition, lower cash reserves and interest rates impacted interest income, net, and contributed to the decline in other income, net.

#### Provision for income taxes

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Provision for income taxes | $4,528 | $13,715 | $(9,187) | (67.0)% |
| Effective income tax rate | 18.5% | 25.7% |  |  |

The decrease in the effective tax rate for the thirteen weeks ended May 30, 2026 as compared to the corresponding period in the prior year was primarily due to provision-to-return adjustments associated with income tax credits recognized upon finalization of the prior-year U.S. federal income tax return. These adjustments reflect refinement of estimates used in the prior year tax provision and resulted in a benefit of approximately $3.1 million.

### Thirty-nine weeks ended May 30, 2026 compared with Thirty-nine weeks ended May 31, 2025

#### Revenues

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Uniform & Facility Service Solutions | $1,710,447 | $1,658,490 | $51,957 | 3.1% |
| First Aid & Safety Solutions | 91,846 | 83,463 | 8,383 | 10.0% |
| Other | 75,932 | 75,952 | (20) | —% |
| Total consolidated revenues | $1,878,225 | $1,817,905 | $60,320 | 3.3% |

The increase in consolidated revenues of 3.3% during the thirty-nine weeks ended May 30, 2026 compared to the prior year comparable period was due primarily to the growth in our Uniform & Facility Service Solutions segment of 3.1%. The increase in revenues in our Uniform & Facility Service Solutions segment was primarily due to organic growth of 3.0%. The Uniform & Facility Service Solutions organic growth was driven by solid new account sales and improved customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of 0.1%.

First Aid & Safety Solutions revenues in the thirty-nine weeks ended May 30, 2026 increased 10.0% compared to the prior year comparable due primarily to double-digit growth in our van business.

In the thirty-nine weeks ended May 30, 2026, Other segment revenues were relatively flat compared to the prior year comparable period. Favorable foreign currency exchange rates contributed positively to revenue; however, these benefits were largely offset by the wind-down of a large refurbishment project and a lower number of reactor outages due to the cyclical nature of the nuclear industry. Results for the Other segment are often influenced by seasonality, the timing and duration of customer outages, and project-based activities.

#### Cost of revenues

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Cost of revenues | $1,196,391 | $1,160,388 | $36,003 | 3.1% |
| % of Revenues | 63.7% | 63.8% |  |  |

The increase in consolidated cost of revenues of 3.1% during the thirty-nine weeks ended May 30, 2026 compared to the prior year comparable period was primarily attributable to investments in service staffing to drive continued improvement in our customer retention and higher healthcare claims expenses. These increases were partially offset by lower merchandise costs as a percentage of revenues compared to the prior year comparable period.

#### Selling and administrative expenses

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Selling and administrative expenses | $481,144 | $418,119 | $63,025 | 15.1% |
| % of Revenues | 25.6% | 23.0% |  |  |

The increase in selling and administrative costs of 15.1% during the thirty-nine weeks ended May 30, 2026 compared to the prior year comparable period was due primarily to approximately $20.7 million of Transaction-related Costs and $2.0 million of shareholder engagement and proxy-related costs incurred in connection with our 2026 Annual Meeting of Shareholders. The increase was further driven by higher payroll and selling-related expenses, healthcare claims expenses and investments to accelerate growth and support our digital transformation. Selling and administrative expenses in the current year were also impacted by increased costs associated with our Key Initiative, which totaled $10.5 million during the current year period compared to $5.4 million in the prior year comparable period.

#### Depreciation and amortization

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Depreciation and amortization | $106,338 | $104,476 | $1,862 | 1.8% |
| % of Revenues | 5.7% | 5.7% |  |  |

Depreciation and amortization expense remained relatively consistent during the thirty-nine weeks ended May 30, 2026 compared to the prior year comparable period.

#### Operating income

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Uniform & Facility Service Solutions | $86,377 | $121,935 | $(35,558) | (29.2)% |
| First Aid & Safety Solutions | (3,056) | 380 | (3,436) | (904.2)% |
| Other | 11,031 | 12,607 | (1,576) | (12.5)% |
| Operating income | $94,352 | $134,922 | $(40,570) | (30.1)% |
| Operating income margin | 5.0% | 7.4% |  |  |

#### Other income, net

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Interest income, net | $(5,284) | $(7,422) | $2,138 | (28.8)% |
| Other expense (income), net | 874 | (1,620) | 2,494 | (154.0)% |
| Total other income, net | $(4,410) | $(9,042) | $4,632 | (51.2)% |

Other income, net during the thirty-nine weeks ended May 30, 2026 decreased as compared to the prior year comparable period, primarily due to $2.8 million in proceeds from the sale of a property during the prior year comparable period. Also, lower cash reserves and lower interest rates, which reduced interest income, contributed to the reduced other income, net.

#### Provision for income taxes

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Provision for income taxes | $23,999 | $36,720 | $(12,721) | (34.6)% |
| Effective income tax rate | 24.3% | 25.5% |  |  |

The decrease in the effective tax rate for the thirty-nine weeks ended May 30, 2026 compared to the corresponding period in the prior year was primarily due to provision-to-return adjustments associated with income tax credits recognized upon finalization of the prior-year U.S. federal income tax return. These adjustments reflect refinement of estimates used in the prior year tax provision and resulted in a benefit of approximately $3.1 million.

### Liquidity and Capital Resources

#### General

Cash and cash equivalents, and short-term investments totaled $168.9 million as of May 30, 2026, a decrease of $40.3 million from $209.2 million as of August 30, 2025. The decrease in cash and cash equivalents and short-term investments was largely driven by our continued investment in our business with capital expenditures totaling $107.0 million, $32.7 million of share repurchases, $18.8 million of dividend payments and $15.8 million paid for acquisitions. These decreases were partially offset by $139.4 million of cash provided from operating activities during the thirty-nine weeks ended May 30, 2026.

On April 8, 2025, our Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in 2023.

Pursuant to the share repurchase program, we repurchased 194,100 shares of our Common Stock for an aggregate of approximately $31.7 million during the thirty-nine weeks ended May 30, 2026. As of May 30, 2026, we had $8.9 million remaining to repurchase shares under the share repurchase program.

We believe, although there can be no assurance, that our current cash and cash equivalents, our cash generated from future operations and amounts available under our Credit Agreement (as defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months and will enable us to manage the impacts of inflation and address related liquidity needs.

Cash flows provided by operating activities have historically been the primary source of our liquidity. We generally use these cash flows to fund most, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our Common Stock and stock repurchases. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt, to fund growth and acquisition opportunities, as well as other cash requirements.

Sources and uses of cash flows for the thirty-nine weeks ended May 30, 2026 and May 31, 2025, respectively, are summarized as follows:

*(In thousands, except percentages)*

|  | May 30, 2026 | May 31, 2025 | Dollar Change | Percent Change |
| --- | ---: | ---: | ---: | ---: |
| Net cash provided by operating activities | $139,350 | $196,481 | $(57,131) | (29.1)% |
| Net cash used in investing activities | (122,045) | (98,460) | (23,585) | 24.0% |
| Net cash used in financing activities | (57,921) | (48,348) | (9,573) | 19.8% |
| Effect of exchange rate changes | 340 | 666 | (326) | (48.9)% |
| Net (decrease) increase in cash and cash equivalents | $(40,276) | $50,339 | $(90,615) | (180.0)% |

#### Net Cash Provided by Operating Activities

The net cash provided by operating activities during the thirty-nine weeks ended May 30, 2026 decreased compared to the prior year comparable period due primarily to unfavorable changes in rental merchandise in service of $19.7 million, inventories of $11.0 million, and lower profitability.

The unfavorable impact from rental merchandise in service was driven primarily by the installation of garments for several large customers during the thirty-nine weeks ended May 30, 2026. The increase in inventories was driven primarily by the timing of shipments.

In addition, operating cash flow was negatively impacted by a $7.0 million increase in accounts receivable comparable to the prior year period. The increase in accounts receivable was due primarily to higher revenue volumes.

These unfavorable impacts were partially offset by a $10.8 million increase in accounts payable and a $4.0 million increase in accrued liabilities, both due primarily to the timing of cash payments.

#### Net Cash Used in Investing Activities

The net cash used in investing activities during the thirty-nine weeks ended May 30, 2026 increased as compared to the prior year comparable period due primarily to lower net investment in certificates of deposit of $13.5 million and an increase in cash paid for acquisitions of $10.4 million, which included the settlement of $0.5 million in acquisition-related holdbacks related to recent acquisitions.

#### Net Cash Used in Financing Activities

The net cash used in financing activities during the thirty-nine weeks ended May 30, 2026 increased as compared to the prior year comparable period due primarily to a $7.1 million increase in the repurchase of Common Stock and $1.7 million in acquisition-related holdbacks settled more than three months after the acquisition date.

#### Long-term Debt and Borrowing Capacity

See Note 11, “Long-Term Debt” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on long-term debt and borrowing capacity.

#### Derivative Instruments and Hedging Activities

See Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q for information regarding our derivative instruments and hedging activities.

#### Environmental and Legal Contingencies

We are involved with environmental investigation, monitoring and remediation activities at certain sites. In addition, from time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect, although there can be no assurance, that we will sustain any material loss as a result thereof. Refer to Note 9, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below and in our Annual Report on Form 10-K for the year ended August 30, 2025, for further discussion.

In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $17.0 million, plus surcharges, fines and penalties of over $67.7 million for a total assessment of over $84.7 million. We challenged the validity of the tax assessment through an appeal process. In the first quarter of fiscal 2025, the Federal Tax Court in Mexico made a determination partially in our favor. Following the Federal Tax Court’s determination, we filed a constitutional action before the Federal Administrative Court. In addition, the federal tax authority appealed the determination of the Federal Tax Court. While we are unable to ascertain the ultimate outcome of this matter, based on the information currently available, we believe that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, we are unable to reasonably assess an estimate or range of estimates of any potential losses.

While it is impossible for us to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, we believe that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with accounting principles under U.S. GAAP. It is possible, however, that the future financial position and/or results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.

#### Contractual Obligations and Other Commercial Commitments

As of May 30, 2026, there were no material changes to our contractual obligations that were disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025. As of May 30, 2026, we did not have any off-balance sheet arrangements.

### Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon the Consolidated Financial Statements, which have been prepared in conformity with U.S. GAAP. As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting estimates used and areas most sensitive to material changes from external factors. The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements presented in this report are described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements that are each included in our Annual Report on Form 10-K for the year ended August 30, 2025. There have been no significant changes in our critical accounting estimates since the year ended August 30, 2025.

### Recent Accounting Pronouncements

See Note 1, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.

## Market risk

As filed, 5,227 characters.

#### Foreign Currency Exchange Risk

We have determined that all of our foreign subsidiaries operate primarily in local currencies that represent the functional currencies of such subsidiaries. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date. The effects of exchange rate fluctuations on the translation of assets and liabilities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year.

As a result, our financial condition and operating results are affected by fluctuations in the value of the U.S. dollar relative to foreign currencies. Revenues denominated in currencies other than the U.S. dollar represented approximately 7.5% and 7.4% of total consolidated revenues for the thirteen and thirty-nine weeks ended May 30, 2026, respectively. Total assets denominated in currencies other than the U.S. dollar represented approximately 7.2% and 7.0% of total consolidated assets as of May 30, 2026 and August 30, 2025, respectively.

If exchange rates had increased or decreased by 10% from the actual rates in effect during the thirteen and thirty-nine weeks ended May 30, 2026, our revenues would have increased or decreased by approximately $4.8 million and $13.9 million, respectively. Similarly, a 10% change in exchange rates as of May 30, 2026 would have increased or decreased total assets by approximately $20.3 million.

In August 2021, we entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP.

As of May 30, 2026, we had forward contracts with a notional value of approximately 0.5 million CAD outstanding which were recorded at the fair value of the contracts in prepaid expenses and other current assets with a corresponding gain of a nominal amount in accumulated other comprehensive loss, which was recorded net of tax. The amount recorded in prepaid expenses and other current assets as of May 30, 2026, as well as the amounts reclassified from accumulated other comprehensive loss to revenue for the thirteen and thirty-nine weeks ended May 30, 2026, were all nominal. The gain on these forward contracts that resulted in a decrease to accumulated other comprehensive loss as of May 30, 2026 is expected to be reclassified to revenues prior to their maturity on August 29, 2026.

Other than the forward contracts, discussed above, we do not operate a hedging program to mitigate the effect of a significant change in the value of the functional currencies of our foreign subsidiaries, which include the Canadian dollar, euro, British pound, Mexican peso and Nicaraguan cordoba, as compared to the U.S. dollar. Any losses or gains resulting from unhedged foreign currency transactions, including exchange rate fluctuations on intercompany accounts are reported as transaction losses (gains) in our other income, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the thirteen and thirty-nine weeks ended May 30, 2026, transaction gains included in other income, net were approximately $0.9 million and $0.7 million, respectively. If exchange rates had increased or decreased by 10% during the thirteen and thirty-nine weeks ended May 30, 2026, we would have recognized exchange gains or losses of approximately $0.4 million for both periods.

#### Interest Rate Sensitivity

We are exposed to market risk from changes in interest rates, which may adversely affect our financial position, results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, we manage exposures through our operating and financing activities. We are exposed to interest rate risk primarily through borrowings under the Credit Agreement. During the thirteen weeks ended May 30, 2026, we had no outstanding borrowings under the Credit Agreement. Under the Credit Agreement, we borrow funds at variable interest rates based on, at our election, the SOFR rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. To the extent we have borrowings outstanding under the Credit Agreement, changes in interest rates result in changes in our interest expense.

Please see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 for an additional discussion of risks and potential risks on our business, financial performance and the market price of our Common Stock.

## Controls and procedures

As filed, 5,950 characters.

#### Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, solely as a result of the material weakness previously identified by management and described in our Annual Report on Form 10-K for the year ended August 30, 2025, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply our judgment in designing and evaluating the controls and procedures. We continue to review our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

#### Changes in Internal Control over Financial Reporting

Other than the remediation measures with respect to the material weakness described below, there were no changes in our internal control over financial reporting during the third quarter of fiscal 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

#### Previously Identified Material Weakness

As described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we previously identified a material weakness related to our CRM system which affected revenue and receivables as well as a group of legacy applications which affected revenue and receivables, supply inventory and merchandise in service. Consequently, our automated and manual business process controls that rely upon information from our IT systems were also deemed ineffective because they could have been adversely impacted.

#### Remediation

Our management is committed to maintaining a strong internal control environment. In response to the material weakness described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we implemented a number of remedial actions, including (i) redesigning our manage change and manage access processes and controls, (ii) investing additional resources to enhance oversight and involvement from our recently created Process, Risk and Controls group, (iii) strengthening our internal policies related to IT general controls (“ITGCs”), (iv) enhancing training and awareness programs addressing ITGCs and policies, including further education of control owners regarding the principles and requirements of each control, and (v) progressing our implementation of an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access.

As a result of these efforts, we have made significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed ITGCs for several key financial systems, including our legacy ERP platform and supporting tools and utilities.

We have advanced remediation efforts related to deficiencies in change management and access management for our CRM system and certain legacy applications related to revenue and accounts receivable, and certain legacy systems related to supply inventory and merchandise in service. We have begun testing the operating effectiveness of these controls. During our third quarter, we implemented a new warehouse management system and are in the process of finalizing the design of our internal controls that depend on that system and expect to do so by the end of the fiscal year.

Our focus remains on resolving the design and operational issues tied to change and access management in both the CRM and other legacy applications. At the same time, we are investing in broader IT system improvements, including the implementation and eventual development of Oracle Cloud ERP. While unanticipated delays and complexities may extend the timeline, our plan at this time is to fully remediate the identified material weakness in the CRM and legacy applications affecting revenue and accounts receivable by the end of fiscal 2026. Our ability to fully remediate controls affecting inventory and merchandise in service will be affected by the timing of the design of controls and our ability to test a sufficient number of instances. Although we remain focused on progressing these activities, we currently believe that some of the testing will not be completed until fiscal 2027.

Our Chief Executive Officer and Chief Financial Officer have certified in certifications furnished with this Quarterly Report on Form 10-Q that, to the best of their knowledge, the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-Q.

## Risk factors

As filed, 20,008 characters.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025, which could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K for the year ended August 30, 2025 are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended August 30, 2025.

### Risks Related to the Proposed Acquisition of UniFirst by Cintas

***The Mergers are subject to conditions, some or all of which may not be satisfied, and may not be completed on a timely basis, if at all. Failure to complete the Mergers on a timely basis or at all could have adverse effects on us.***

The completion of the Mergers (as defined in Note 1, Summary of Significant Accounting Policies) is subject to a number of conditions, including, among others, (i) the approval by UniFirst shareholders of the UniFirst merger proposal, which such shareholder approval was obtained at a virtual special meeting of the shareholders of UniFirst on June 11, 2026, and (ii) certain regulatory approvals, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which make the completion and timing of the Mergers uncertain. On June 11, 2026, each of Cintas and UniFirst received a request for additional information and documentary material (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and the Company substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and the Company or terminated earlier by the FTC. Cintas and UniFirst have been working cooperatively with the FTC and will continue to do so.

Also, either Cintas or UniFirst may terminate the Merger Agreement (as defined in Note 1, Summary of Significant Accounting Policies) if the Mergers have not been consummated on or before 5:00 p.m. (New York, New York, United States time) on January 10, 2027 (or, in certain circumstances, as such date may be extended to May 10, 2027 or September 10, 2027 pursuant to the Merger Agreement), except that this right to terminate the Merger Agreement is not available to any party that has materially breached any of its obligations under the Merger Agreement if such breach has been the principal cause of or principally resulted in the failure of the closing to have occurred on or before such date.

If the Mergers are not completed, our ongoing business, financial condition, financial results and stock price could be materially adversely affected, and we would forego any benefit of completing the Mergers. Without realizing any of the benefits of having completed the Mergers, we will be subject to a number of risks, including the following:

- the market price of our stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed;
- we could owe Cintas a termination fee of $213,300,000 if the Merger Agreement were terminated under specified circumstances;
- if the Merger Agreement is terminated and the UniFirst Board of Directors seeks another business combination, UniFirst shareholders cannot be certain that UniFirst will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms in the Merger Agreement;
- time and resources committed by our management to matters relating to the Mergers could otherwise have been devoted to pursuing other beneficial opportunities;
- we may experience negative reactions from the financial markets or from customers, suppliers or employees;
- we will be required to pay our costs relating to the Mergers, such as legal, accounting, financial advisory and printing fees, whether or not the Mergers are completed; and
- litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Merger Agreement.

The materialization of any of these risks could adversely impact our ongoing business, financial condition, financial results and stock price. Similarly, delays in the completion of the Mergers could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Mergers.

***The Merger Agreement contains provisions that limit UniFirst’s ability to pursue alternatives to the Mergers, could discourage a potential competing acquiror of UniFirst from making a favorable alternative transaction proposal and, in specified circumstances, could require UniFirst to pay a termination fee to Cintas.***

The Merger Agreement contains certain provisions that restrict UniFirst’s ability to solicit, seek, facilitate, discuss or enter into an agreement with respect to a UniFirst acquisition proposal. The UniFirst Board of Directors is subject to restrictions on withdrawing, qualifying or modifying its recommendation to UniFirst shareholders in favor of the Mergers and to certain other related restrictions. In addition, Cintas generally must be given an opportunity to offer to modify the terms and conditions of the Merger Agreement or the transactions contemplated by the Merger Agreement in response to any third-party alternative acquisition proposal before the UniFirst Board of Directors may withdraw or qualify its recommendation with respect to the Mergers or terminate the Merger Agreement in connection with a third-party acquisition proposal.

In some circumstances relating to our entry into an agreement for an alternative transaction or a change in the recommendation of the UniFirst Board of Directors with respect to the Mergers, upon termination of the Merger Agreement, we will be required to pay a termination fee of $213,300,000 to Cintas.

These provisions of the Merger Agreement could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of UniFirst or pursuing an alternative transaction with UniFirst from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the per share value proposed to be received or realized in the Mergers. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to UniFirst shareholders than it might otherwise have proposed to pay absent such a fee.

***The Mergers are subject to the expiration or termination of applicable waiting periods (including any extension thereof) and the receipt of certain authorizations or consents from regulatory authorities that may impose conditions that could have an adverse effect on Cintas after the completion of the Mergers or, if not obtained, could prevent completion of the Mergers.***

Before the Mergers may be completed, any waiting period (or extension thereof) under the HSR Act must have expired or been terminated, and any authorizations or consents from certain foreign regulators under antitrust laws and governmental authorities in respect of certain of UniFirst’s permits are required in connection with the Mergers. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental authorities may consider, among other factors, the effect of the Mergers on competition within their relevant jurisdiction. The terms and conditions of the authorizations or consents that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the business of Cintas after the completion of the Mergers.

In addition, regulators may impose conditions, terms, obligations or restrictions in connection with their authorization or consent to the Mergers, and such conditions, terms, obligations or restrictions could delay completion of the Mergers or impose additional material costs on or materially limit Cintas’ revenues after the completion of the Mergers or potentially lead to the abandonment of the Mergers.

On June 11, 2026, each of Cintas and UniFirst received a Second Request from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and the Company substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and the Company or terminated earlier by the FTC. Cintas and UniFirst have been working cooperatively with the FTC and will continue to do so.

***The merger consideration, including the exchange ratio, is fixed and will not be adjusted in the event of any change in either Cintas’ or UniFirst’s stock price. As such, UniFirst shareholders cannot be sure of the value of the stock consideration they will receive in exchange for their shares of UniFirst stock in connection with the Mergers.***

Upon completion of the Mergers, each share of UniFirst stock will be converted into the right to receive $155.00 in cash, and 0.7720 of a validly issued, fully paid and non-assessable share of Cintas common stock, in each case, without interest and subject to any required tax withholding. The stock consideration may potentially be adjusted for any fractional shares. The foregoing exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either Cintas or UniFirst before the Mergers are complete. Due to the fixed exchange ratio, fluctuations in the price of Cintas common stock will drive corresponding changes in the value of the merger consideration payable to each UniFirst shareholder. As a result, changes in the price of Cintas common stock prior to the completion of the Mergers will affect the market value that UniFirst shareholders will become entitled to receive on the date of the closing of the Mergers. Stock price changes may result from a variety of factors (many of which are beyond Cintas’ or UniFirst’s control), including changes in Cintas’ or UniFirst’s respective business, operations and prospects.

The price of Cintas common stock has fluctuated during the period between the date the Merger Agreement was executed and the date of this Quarterly Report on Form 10-Q, and may continue to change through the date the Mergers are completed (which might be a significant period of time). Because the exchange ratio will not be adjusted to reflect any changes in the market values of Cintas common stock or UniFirst stock, the actual market value of the Cintas common stock received by UniFirst shareholders upon completion of the Mergers may differ from the market value on the last full trading day before the public announcement of the Mergers.

These variations could result from changes in the business, operations or prospects of Cintas or UniFirst prior to or after the completion of the Mergers, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Cintas or UniFirst. UniFirst shareholders do not know with certainty the value of the shares of Cintas common stock that they will receive upon completion of the Mergers. Neither Cintas nor UniFirst is permitted to terminate the Merger Agreement solely because of changes in the market price of either company’s common stock.

***UniFirst is subject to business uncertainties and contractual restrictions while the proposed transaction is pending, which could adversely affect our business and operations.***

In connection with the pendency of the Mergers, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the Mergers or otherwise. Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Mergers, which may adversely affect our ability to execute certain of our business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect our business and operations prior to the completion of the Mergers.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Mergers.

***Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees or cause UniFirst and Cintas to have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future business and operations of Cintas after the completion of the Mergers.***

UniFirst and Cintas are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. The success of Cintas after the completion of the Mergers will depend in part upon the ability of UniFirst and Cintas to attract, motivate and retain key management personnel and other key employees. Prior to completion of the Mergers, current and prospective employees of UniFirst and Cintas may experience uncertainty about their roles within Cintas after the completion of the Mergers, which may have an adverse effect on the ability of each of UniFirst and Cintas to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that Cintas, after the completion of the Mergers, will be able to attract, motivate or retain management personnel and other key employees of UniFirst and Cintas to the same extent that UniFirst and Cintas have previously been able to attract or retain their own employees.

***Potential litigation against UniFirst and Cintas could result in substantial costs, an injunction preventing the completion of the Mergers and/or a judgment resulting in the payment of damages.***

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on UniFirst’s and Cintas’ respective liquidity and financial condition.

Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, then that injunction may delay or prevent the Mergers from being completed, or from being completed within the expected time frame, which may adversely affect UniFirst’s and Cintas’ respective businesses, financial positions and results of operation.

***Completion of the Mergers may trigger change in control or other provisions in certain agreements to which UniFirst or its subsidiaries is a party, which may have an adverse impact on Cintas’ business and results of operations after the Mergers.***

The completion of the Mergers may trigger change in control or other provisions in certain agreements to which UniFirst or its subsidiaries is a party. If UniFirst or its subsidiaries are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if UniFirst or its subsidiaries are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Cintas after the completion of the Mergers. Any of the foregoing or similar developments may have an adverse impact on Cintas’ business and operations after the completion of the Mergers.

***The shares of Cintas common stock to be received by UniFirst shareholders upon completion of the Mergers will have different rights from shares of UniFirst stock.***

Upon completion of the Mergers, UniFirst shareholders will no longer be UniFirst shareholders but will instead become Cintas shareholders, and their rights as Cintas shareholders will be governed by the terms of Cintas articles of incorporation, as may be amended from time to time, Cintas bylaws, as may be amended from time to time, and the Washington Business Corporation Act (“WCBA”). The terms of Cintas articles of incorporation, Cintas bylaws and the WCBA are in some respects materially different from the terms of UniFirst articles of organization, as may be amended from time to time, UniFirst bylaws, as may be amended from time to time, and the Massachusetts Business Corporation Act, which currently govern the rights of UniFirst shareholders.

***UniFirst shareholders will have a significantly reduced ownership and voting interest after the Mergers and will exercise less influence over the policies of Cintas after the completion of the Mergers than they now have on the policies of UniFirst.***

Cintas shareholders currently have the right to vote in the election of the Cintas Board and on other matters affecting Cintas. UniFirst shareholders currently have the right to vote in the election of the UniFirst Board and on other matters affecting UniFirst. Currently, each share of Cintas common stock is entitled to 1 vote per share. Currently, each share of UniFirst Class B Common Stock is entitled to 10 votes per share and each share of UniFirst Common Stock is entitled to 1 vote per share. Generally, members of the Croatti family, as holders of shares of UniFirst Class B Common Stock, have a material influence on the management and policies of UniFirst currently and even if all other holders of UniFirst common stock voted together on all matters, they would not have a significant impact on the approval or rejection of proposals submitted to UniFirst shareholders.

Immediately after the Mergers are completed, it is expected that current UniFirst shareholders, including holders of Common Stock, will own a significantly reduced percentage of the outstanding shares Cintas common stock relative to their ownership of UniFirst Common Stock or UniFirst Class B Common Stock. As a result of their reduced ownership of Cintas, current UniFirst shareholders will have significantly less influence on the management and policies of Cintas than they now have on the management and policies of UniFirst.

### The Mergers will involve substantial costs.

UniFirst and Cintas have incurred, and expect to continue to incur, a number of non-recurring costs associated with the Mergers, a substantial majority of which will be comprised of transaction costs related to the Mergers and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, proxy solicitation costs and filing fees and regulatory costs.

Filed Jul 8, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-047621. Last ingested by Listed: Nov 3, 2026, 21:35 ET. No prices; not investment advice.