10-K – 2026-07-29 – ctas-20260531.htm

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP  

Cincinnati, Ohio
July 29, 2026

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Consolidated
Statements of Income Fiscal Years Ended May 31,
(In thousands except per share data) 2026 2025 2024

Revenue:      
Uniform rental and facility services $ 8,621,624   $ 7,976,073   $ 7,465,199  
Other 2,643,137   2,364,108   2,131,416  
Total revenue 11,264,761   10,340,181   9,596,615  

Costs and expenses:      
Cost of uniform rental and facility services 4,312,097   4,040,888   3,865,071  
Cost of other 1,244,871   1,125,129   1,045,128  
Selling and administrative expenses 3,086,145   2,814,438   2,617,783  
    UniFirst Corporation transaction expenses 15,136   —   —  
Operating income 2,606,512   2,359,726   2,068,633  

Interest income ( 5,107 ) ( 5,584 ) ( 5,742 )
Interest expense 106,285   101,108   100,740  

Income before income taxes 2,505,334   2,264,202   1,973,635  
Income taxes 505,366   451,921   402,043  

Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  

Basic earnings per share $ 4.97   $ 4.48   $ 3.85  

Diluted earnings per share $ 4.91   $ 4.40   $ 3.79  

Dividends declared and paid per share $ 1.80   $ 1.56   $ 1.35  

See accompanying notes.

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Consolidated Statements
of Comprehensive Income Fiscal Years Ended May 31,
(In thousands) 2026 2025 2024

Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments ( 2,626 ) ( 7,441 ) ( 1,291 )
Change in fair value of interest rate lock agreements, net of tax
   expense of $ 1,767 , $ 1,969 and $ 6,217 , respectively
5,163   5,752   18,163  
Amortization of interest rate lock agreements, net of tax benefit
   of $( 2,052 ), $( 2,052 ) and $( 2,014 ), respectively
( 6,092 ) ( 6,092 ) ( 5,984 )
Other, net of tax expense of $ 1,244 , $ 332 and $ 867 , respectively
3,633   969   2,535  
Other comprehensive income (loss), net of tax expense of $ 959 ,
   $ 249 and $ 5,070 , respectively
78   ( 6,812 ) 13,423  

Comprehensive income $ 2,000,046   $ 1,805,469   $ 1,585,015  

See accompanying notes.

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Consolidated
Balance Sheets As of May 31,
(In thousands except share data) 2026 2025

Assets    
Current assets:    
Cash and cash equivalents $ 289,018   $ 263,973  

Accounts receivable, principally trade, less allowance of $ 31,648 and
    $ 26,357 , respectively
1,555,190   1,417,381  
Inventories, net 446,435   447,408  
Uniforms and other rental items in service 1,276,174   1,137,361  

Prepaid expenses and other current assets 286,225   170,046  
Total current assets 3,853,042   3,436,169  

Property and equipment, net 1,740,501   1,652,474  

Investments 438,662   339,518  
Goodwill 3,544,212   3,400,227  
Service contracts, net 287,869   309,828  
Operating lease right-of-use assets, net 271,088   224,383  
Other assets, net 393,766   462,642  

$ 10,529,140   $ 9,825,241  
Liabilities and Shareholders' Equity    
Current liabilities:    
Accounts payable $ 461,157   $ 485,109  
Accrued compensation and related liabilities 237,042   229,538  
Accrued liabilities 889,198   875,077  
Income taxes, current 44,070   4,034  
Operating lease liabilities, current 56,505   50,744  
Debt due within one year 998,987   —  
Total current liabilities 2,686,959   1,644,502  

Long-term liabilities:    
Debt due after one year 1,429,086   2,424,999  
Deferred income taxes 537,919   471,740  
Operating lease liabilities 221,379   178,738  
Accrued liabilities 513,910   420,781  
Total long-term liabilities 2,702,294   3,496,258  

Shareholders' equity:    
Preferred stock, no par value:
100 shares authorized, none outstanding
—   —  
Common stock, no par value, and paid-in capital:
1,700,000 shares authorized
2026:  779,537 shares issued and 400,147 shares outstanding
2025:  776,936 shares issued and 402,948 shares outstanding
2,851,129   2,593,479  
Retained earnings 13,073,999   11,798,451  
Treasury stock:
2026: 379,390 shares
2025: 373,988 shares
( 10,869,708 ) ( 9,791,838 )
Accumulated other comprehensive income 84,467   84,389  
Total shareholders' equity 5,139,887   4,684,481  
$ 10,529,140   $ 9,825,241  

See accompanying notes.

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Consolidated
Statements of Shareholders' Equity

Common Stock
and Paid-In Capital   Retained
Earnings Other
Accumulated
Comprehensive
Income Treasury Stock   Total
Shareholders'
Equity
(In thousands) Shares Amount Shares Amount

Balance at June 1, 2023 768,796   $ 2,031,542   $ 9,597,315   $ 77,778   ( 361,867 ) $ ( 7,842,649 ) $ 3,863,986  
Net income —  —  1,571,592   —  —  —  1,571,592  
Comprehensive income, net of tax —  —  —  13,423   —  —  13,423  
Dividends —  —  ( 550,952 ) —  —  —  ( 550,952 )
Stock-based compensation —  116,986   —  —  —  —  116,986  
Vesting of stock-based compensation awards 648   —  —  —  —  —  — 
Stock options exercised 3,653   156,773   —  —  ( 1,133 ) ( 155,403 ) 1,370  
Repurchase of common stock —  —  —  —  ( 5,089 ) ( 700,033 ) ( 700,033 )

Balance at May 31, 2024 773,097   2,305,301   10,617,955   91,201   ( 368,089 ) ( 8,698,085 ) 4,316,372  
Net income —  —  1,812,281   —  —  —  1,812,281  
Comprehensive loss, net of tax —  —  —  ( 6,812 ) —  —  ( 6,812 )
Dividends —  —  ( 631,785 ) —  —  —  ( 631,785 )
Stock-based compensation —  128,329   —  —  —  —  128,329  
Vesting of stock-based compensation awards 840   —  —  —  —  —  — 
Stock options exercised 2,999   159,849   —  —  ( 808 ) ( 158,953 ) 896  
Repurchase of common stock —  —  —  —  ( 5,091 ) ( 934,800 ) ( 934,800 )

Balance at May 31, 2025 776,936   2,593,479   11,798,451   84,389   ( 373,988 ) ( 9,791,838 ) 4,684,481  
Net income —  —  1,999,968   —  —  —  1,999,968  
Comprehensive income, net of tax —  —  —  78   —  —  78  
Dividends —  —  ( 724,420 ) —  —  —  ( 724,420 )
Stock-based compensation —  128,076   —  —  —  —  128,076  
Vesting of stock-based compensation awards 547   —  —  —  —  —  — 
Stock options exercised 2,054   129,574   —  —  ( 613 ) ( 125,766 ) 3,808  

Repurchase of common stock —  —  —  —  ( 4,789 ) ( 952,104 ) ( 952,104 )

Balance at May 31, 2026 779,537   $ 2,851,129   $ 13,073,999   $ 84,467   ( 379,390 ) $ ( 10,869,708 ) $ 5,139,887  

See accompanying notes.

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Consolidated
Statements of Cash Flows Fiscal Years Ended May 31,
(In thousands) 2026 2025 2024
Cash flows from operating activities:      
Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 318,637   303,377   280,866  
Amortization of intangible assets and capitalized contract costs 194,209   190,806   176,004  
Stock-based compensation 128,076   128,329   116,986  

Gain on sale of property and equipment —   ( 19,341 ) —  

Deferred income taxes 58,092   ( 5,807 ) ( 28,912 )
Change in current assets and liabilities, net of acquisitions of businesses:      
Accounts receivable, net ( 135,216 ) ( 174,141 ) ( 91,399 )
Inventories, net 2,273   ( 33,947 ) 95,766  
Uniforms and other rental items in service ( 137,612 ) ( 93,646 ) ( 22,815 )
Prepaid expenses and other current assets and capitalized
   contract costs ( 174,033 ) ( 180,840 ) ( 143,441 )
Accounts payable ( 24,102 ) 143,973   36,896  
Accrued compensation and related liabilities 7,185   17,769   ( 27,013 )
Accrued liabilities and other ( 371 ) 92,397   97,750  
Income taxes, current 39,174   ( 15,305 ) 6,220  
Net cash provided by operating activities 2,276,280   2,165,905   2,068,500  

Cash flows from investing activities:      
Capital expenditures ( 395,105 ) ( 408,884 ) ( 409,469 )

Purchases of investments ( 8,252 ) ( 7,196 ) ( 7,546 )
Proceeds from sale of property and equipment —   23,972   —  

Acquisitions of businesses, net of cash acquired ( 164,548 ) ( 232,899 ) ( 186,837 )
Other, net ( 523 ) 1,369   518  
Net cash used in investing activities ( 568,428 ) ( 623,638 ) ( 603,334 )

Cash flows from financing activities:      

Proceeds from issuance of debt —   398,088   —  
Debt issuance costs ( 7,277 ) ( 1,165 ) —  
Repayment of debt —   ( 450,000 ) ( 13,450 )
Proceeds from exercise of stock-based compensation awards 3,808   896   1,370  
Dividends paid ( 701,485 ) ( 611,627 ) ( 530,909 )
Repurchase of common stock ( 952,104 ) ( 934,800 ) ( 700,033 )
Other, net ( 25,014 ) ( 20,403 ) ( 4,484 )
Net cash used in financing activities ( 1,682,072 ) ( 1,619,011 ) ( 1,247,506 )
Effect of exchange rate changes on cash and cash equivalents ( 735 ) ( 1,298 ) 206  
Net increase (decrease) in cash and cash equivalents 25,045   ( 78,042 ) 217,866  
Cash and cash equivalents at beginning of year 263,973   342,015   124,149  
Cash and cash equivalents at end of year $ 289,018   $ 263,973   $ 342,015  

See accompanying notes.

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Notes to Consolidated Financial Statements

Note 1.   Significant Accounting Policies
Business description.   Cintas Corporation (collectively, with its majority-owned subsidiaries and any entities over which it has control, Cintas, Company, we, us or our) helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as Canada and Latin America, get READY™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best. With products and services including uniforms, mats, mops, shop towels, restroom supplies, workplace water services, first aid and safety products, automated external defibrillators (AEDs), eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm services, Cintas helps customers get Ready for the Workday ® .

On March 10, 2026, the Company entered into an Agreement and Plan of Merger (Merger Agreement) pursuant to which the Company will acquire all outstanding shares of UniFirst Corporation (UniFirst). This transaction between Cintas and UniFirst is referred to herein as the "Transaction." UniFirst is a North American company in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services. In connection with the Transaction, under the terms of the Merger Agreement, Cintas will acquire all the outstanding shares of UniFirst in a transaction valued at approximately $ 5.5  billion. Each share of UniFirst common stock will be converted into the right to receive $ 155.00 in cash and 0.7720 shares of validly issued, fully paid and non-assessable Cintas common stock, with no par value (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any applicable withholding taxes. In conjunction with the Transaction, during the fiscal year ended May 31, 2026, we incurred $ 16.1  million in transaction expenses related to the potential acquisition of UniFirst for legal and professional services, regulatory fees and financing fees. Of the $ 16.1  million, $ 15.1  million was recorded in selling and administrative expenses, and $ 1.0  million was recorded in interest expense, on the consolidated statements of income. A portion of these expenses are non-deductible for income tax purposes once the merger (Merger) has been executed. No transaction expenses were incurred during the fiscal year ended May 31, 2025.

The completion of the Merger is subject to certain conditions, including, without limitation: the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the obtaining of certain regulatory approvals; the absence of an injunction or law prohibiting the Merger; the accuracy of the parties' respective representations and warranties; and the compliance by the Company and UniFirst with their respective covenants and agreements. The Transaction has not closed as of the date of the filing of this Form 10-K. We expect the Transaction to close in the second half of calendar 2026.

Cintas’ reportable operating segments are the Uniform Rental and Facility Services operating segment and the First Aid and Safety Services operating segment. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services, as well as workplace water services. The remainder of Cintas’ operating segments, which consists of the Fire Protection Services operating segment and the Uniform Direct Sale operating segment, are included in All Other. Cintas evaluates operating segment performance based on revenue and operating income. Revenue and operating income for the fiscal years ended May 31, 2026, 2025 and 2024 are presented in Note 14 entitled Operating Segment Information. The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker (CODM) regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

Principles of consolidation.    The consolidated financial statements include the accounts of Cintas controlled majority-owned subsidiaries and any entities over which Cintas has control. Intercompany balances and transactions have been eliminated as appropriate.

Use of estimates.    The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s results are

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affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of raw materials, can have a significant effect on operations. These factors and other events may cause actual results to differ from management's estimates.

Revenue recognition.    Over 95 % of the Company's revenue is derived from fees for route servicing of Uniform Rental and Facility Services, First Aid and Safety Services and Fire Protection Services customers, performed by a Cintas employee-partner, at the customer's location of business. Revenue from our route servicing customer contracts represent a single-performance obligation. The Company recognizes revenue over time as services are performed, based on the nature of services provided and contractual rates (output method) or at a point in time when the performance obligation under the terms of the contract with a customer are satisfied, at the customer's location of business.

Revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities. Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. The Company's performance period generally corresponds with the monthly invoice period. See Note 2 entitled Revenue Recognition.

Cost of uniform rental and facility services.    Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in-service inventory, including uniforms, mats, shop towels and other ancillary items. The Uniform Rental and Facility Services reportable operating segment inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs and other costs of distribution are included in the cost of uniform rental and facility services.

Cost of other.    Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, uniforms and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other includes inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, service costs and other costs of distribution.

Selling and administrative expenses.    Selling and administrative expenses consist primarily of sales labor and commissions, management and administrative labor, payroll taxes, medical expense, insurance expense, legal and professional costs and amortization of finite-lived intangible assets and capitalized contract costs.

Cash and cash equivalents.    Cintas considers all highly liquid investments with a maturity of three months or less, at date of purchase, to be cash equivalents. At May 31, 2026 and 2025, cash and cash equivalents includes $ 37.2  million and $ 35.8 million, respectively, of restricted cash used as collateral associated with our insurance reserve.

Accounts receivable. Accounts receivable is comprised of amounts owed through products and services provided and is presented net of an allowance for credit losses. The allowance includes both an estimate, based on historical rates of collections, and reserves for specific accounts identified as uncollectible. The portion of the allowance that is an estimate based on Cintas' historical rates of collections is recorded for overdue amounts, beginning with a nominal percentage when the account is current and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the First Aid and Safety Services reportable operating segment and All Other because of differences in customers served and the nature of each business. When an account is considered uncollectible, it is written off against the allowance for credit losses.

Inventories, net.     Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Inventories, net are comprised of the following amounts at May 31:

(In thousands) 2026 2025

Raw materials $ 17,302   $ 21,763  
Work in process 41,918   42,615  
Finished goods 387,215   383,030  
$ 446,435   $ 447,408  

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Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $ 59.6 million and $ 59.9 million at May 31, 2026 and 2025, respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence. Obsolete inventory reserves are recorded in selling and administrative expenses on the consolidated statements of income. Once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

Uniforms and other rental items in service.    These items are valued at cost less amortization, calculated using the straight-line method. Uniforms in service (other than cleanroom garments) are amortized over their useful lives, which range from 18  to 30 months. Other rental items, primarily including shop towels, mats, mops, cleanroom garments, linens and restroom dispensers, are amortized over their useful lives, which range from 8 to 60  months. The amortization rates used are based on industry experience and Cintas' specific experience. These factors are critical to determining the amount of in-service inventory and related cost of uniforms and facility services that are presented in the consolidated financial statements.

Investments .    Cintas' investments primarily consist of the cash surrender value of insurance policies. Investments are generally evaluated for impairment on an annual basis or when indicators of impairment exist. For the fiscal years ended May 31, 2026, 2025 and 2024, no impairment losses were recorded.

Property and equipment.     Property and equipment is stated at cost, less accumulated depreciation or at fair value upon acquisition. Depreciation is calculated using the straight-line method primarily over the following estimated useful lives of the assets based on industry and Cintas specific experience:

Years

Buildings 30 to 40

Building improvements 5 to 20

Equipment 3 to 15

Leasehold improvements 2 to 15

When events or circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the estimated undiscounted future cash flows are compared to the carrying amount of the assets. If the estimated undiscounted future cash flows are less than the carrying amount of the assets, an impairment loss is recorded based on the excess of the carrying amount of the assets over their respective fair values. Fair value is generally determined by discounted cash flows, prices of similar assets or third-party real estate valuations, as appropriate. Cintas did not identify any indicators of impairment for the fiscal years ended May 31, 2026, 2025 or 2024.

Goodwill.   Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Cintas completes an annual impairment test that includes an assessment of qualitative factors, and quantitative, if necessary, including, but not limited to, macroeconomic conditions, industry and market conditions and entity specific factors such as strategies and financial performance. We test for goodwill impairment at the reporting unit level. Cintas has identified four reporting units for purposes of evaluating goodwill impairment: Uniform Rental and Facility Services, First Aid and Safety Services and two reporting units within All Other. Based on the results of the annual impairment tests, Cintas was not required to recognize an impairment of goodwill for the fiscal years ended May 31, 2026, 2025 or 2024. Cintas will continue to perform impairment tests as of March 1 in future years and when indicators of impairment exist.

Service contracts and other assets.    Service contracts and other assets, which consist primarily of capitalized contract costs and noncompete and consulting agreements obtained through acquisitions of businesses, are generally amortized by use of the straight-line method, or an accelerated method that represents the estimated economic benefit, over the estimated lives of the agreements, which are generally 5 to 15  years. Service contracts are determined using a discounted cash flow model. The assumptions and judgments used in these models involve estimates of cash flows and discount rates, among other factors. Because of the assumptions used to value these intangible assets, actual results over time could vary from original estimates. Impairment of service contracts and other assets is determined through specific identification. No impairment has been recognized by Cintas for the fiscal years ended May 31, 2026, 2025 and 2024.

Capitalized contract costs. The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. As permitted by

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Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), the Company has elected to apply the guidance to a portfolio of contracts (or performance obligations) with similar characteristics because the Company reasonably expects that the effects on the consolidated financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within the portfolio. The Company also continues to expense certain costs to obtain a contract if those costs do not meet the criteria of ASC 606 or the amortization period of the asset would have been one year or less. The capitalized commissions are amortized on a straight-line basis over the expected period of benefit. We review capitalized commission balances for impairment on an ongoing basis. Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense.

Business acquisitions. The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date. The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combinations and expensed as incurred. See Note 9 entitled Acquisitions.

Debt issuance costs. Debt issuance costs, if any, for the revolving credit facility are included in other assets, net and all other debt issuance costs reduce the carrying amount of debt.

Accrued liabilities.    Current accrued liabilities are recorded when it is probable that a liability has occurred, and the amount of the liability can be reasonably estimated. Current accrued liabilities consist of the following at May 31:

(In thousands) 2026 2025

Insurance reserve $ 218,528   $ 208,018  
Employee benefit related liabilities 232,530   209,351  
Dividends 180,700   157,766  
Estimated legal reserves 5,650   55,541  
Accrued interest 14,645   14,583  
Other 237,145   229,818  
$ 889,198   $ 875,077  

Long-term accrued liabilities consist primarily of retirement obligations, which are described in more detail in Note 10 entitled Employee Benefit Plans, reserves associated with unrecognized tax benefits, which are described in more detail in Note 8 entitled Income Taxes and environmental obligations, which are further described below.

Insurance reserve. The insurance reserve represents the estimated ultimate cost of all asserted and unasserted claims (incurred but not reported), primarily related to workers' compensation, auto liability and other general liability exposure through the consolidated balance sheet dates. Our incurred but not reported reserve is estimated through actuarial procedures, with the assistance of third-party actuarial specialists, of the insurance industry and by using industry assumptions, adjusted for specific expectations based on our claims history. Cintas records an increase or decrease in selling and administrative expenses related to development of prior claims, recent claims activity and other industry factors in the period in which it becomes known. These changes in estimates may be material to the consolidated financial statements.

Pension plans. The Company assumed the G&K Services, Inc. (G&K) noncontributory, defined benefit pension plan (the Pension Plan) covering substantially all employees who were employed as of July 1, 2005, except certain employees who are covered by union-administered plans. Benefits are based on the number of years of service and each employee's compensation near retirement. G&K froze the Pension Plan effective December 31, 2006. Future growth in benefits will not occur after this date. The Company's funding policy provides for contributions of an amount between the minimum required and maximum amount that can be deducted for federal income tax purposes. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at May 31, the measurement date. The benefit obligation is the projected benefit obligation (PBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels. The measurement of the PBO is based on the Company’s estimates and actuarial valuations. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. These valuations reflect the terms of the Pension Plan and use participant-

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specific information such as compensation, age and years of service, as well as certain assumptions that require significant judgment, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. We recognize, as of a measurement date, any unrecognized actuarial net gains or losses that exceed ten percent of the larger of the projected benefit obligations or the plan assets, defined as the "corridor." Amounts outside the corridor are amortized over the plan participants' life expectancy. We determine the expected return on assets using the fair value of plan assets. See Note 10 entitled Employee Benefit Plans.

Stock-based compensation.    Compensation expense is recognized for all share-based payments to employee-partners, including stock options and restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are granted. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model. Generally, measured compensation cost, net of actual forfeitures, is recognized on a straight-line basis over the vesting period of the related share-based compensation award. See Note 12 entitled Stock-Based Compensation.

Derivatives and hedging activities.    Cintas formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivatives are recorded at fair value on the consolidated balance sheet, and gains and losses are recorded as adjustments to income or other comprehensive income, as appropriate. For derivative financial instruments that are designated as a hedge, unrealized gains and losses related to the effective portion are either recognized in income immediately to offset the realized gain or loss on the hedged item, or are deferred and reported as a component of other comprehensive income (loss) in shareholders' equity and subsequently recognized in net income, including income tax effects, when the hedged item affects net income.

Income taxes. The provision for income taxes includes taxes paid, currently payable or receivable and those deferred. Deferred tax assets and liabilities are determined by the differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. Cintas accounts for Global Intangible Low-Taxed Income (GILTI) as a current-period expense when incurred. Therefore, the Company has not recorded deferred taxes for basis differences expected to reverse in future periods. See Note 8 entitled Income Taxes for the types of items that give rise to significant deferred income tax assets and liabilities. Deferred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for financial reporting purposes. Cintas regularly reviews deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets, as adjusted for valuation allowances, will be realized.

Accounting for uncertain tax positions requires the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Companies may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Cintas is periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, Cintas records reserves as deemed appropriate. Based on Cintas' evaluation of current tax positions, Cintas believes its tax related accruals are appropriate.

Litigation and other contingencies. Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred, and the amount of the liability can be reasonably estimated. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas. Cintas is also party to additional litigation not considered in the ordinary course of business.

Fair value measurements. Financial Accounting Standards Board (FASB) ASC Topic 820, Fair Value Measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to

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transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. It also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cintas' assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers between levels for the fiscal years ended May 31, 2026 or 2025. The carrying value of accounts receivable and accounts payable, and other current assets and liabilities, approximate fair value because of the short-term maturity of those instruments.

In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the fair value of its assets and liabilities required to be recorded on a recurring basis at fair value. The first approach is the cost approach. The cost approach is generally the value a market participant would expect to replace the respective asset or liability. The second approach is the market approach. The market approach looks at what a market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those traded on exchanges.

Cintas' non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis primarily relate to assets and liabilities acquired in a business acquisition unless otherwise noted in Note 3 entitled Fair Value Disclosures. Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis (including business acquisitions). In general, non-recurring fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows and company specific discount rates.

Stock split. On May 2, 2024, the Company announced a four -for-one split of its common stock (the Stock Split), in the form of a stock dividend. Shareholders of record, as of September 4, 2024, received three additional common stock shares for each common stock share held, which were distributed after market close on September 11, 2024. The Company's common stock shares began trading on a post Stock Split basis after the market opening on September 12, 2024. All comparable period references made to common stock shares, equity awards, common stock per share amounts and treasury stock shares in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Stock Split.

New accounting pronouncements. In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 became effective for annual periods beginning after December 15, 2024 (fiscal

49

2026). The Company adopted the standard on a prospective basis for the year ended May 31, 2026. Refer to Note 8 entitled Income Taxes for further details.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (fiscal 2028), and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (fiscal 2029) and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements.

There are no other accounting pronouncements recently issued or newly effective that had, or are expected to have, a material impact on Cintas' consolidated financial statements.

Note 2.   Revenue Recognition
The following table presents Cintas' total revenue disaggregated by operating segment for the fiscal years ended May 31:

(In thousands) 2026 2025 2024

Uniform Rental and Facility
   Services $ 8,621,624   76.5   % $ 7,976,073   77.1   % $ 7,465,199   77.8   %
First Aid and Safety Services 1,391,853   12.4   % 1,218,090   11.8   % 1,067,334   11.1   %
Fire Protection Services 929,142   8.2   % 817,463   7.9   % 728,610   7.6   %
Uniform Direct Sales 322,142   2.9   % 328,555   3.2   % 335,472   3.5   %
Total revenue $ 11,264,761   100.0   % $ 10,340,181   100.0   % $ 9,596,615   100.0   %

The Fire Protection Services and Uniform Direct Sales operating segments are included within All Other as disclosed in Note 14 entitled Operating Segment Information.

Costs to Obtain a Contract
The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense. The current portion is included in prepaid expenses and other current assets, and the noncurrent portion is included in other assets, net on the Company's consolidated balance sheets. As of May 31, 2026, the current and noncurrent assets related to capitalized commissions totaled $ 96.0 million and $ 304.7 million, respectively. As of May 31, 2025, the current and noncurrent assets related to capitalized commissions totaled $ 96.5 million and $ 275.3 million, respectively. We recorded amortization expense related to capitalized commissions of $ 105.4 million, $ 106.3 million and $ 101.4 million during the fiscal years ended May 31, 2026, 2025 and 2024, respectively. These expenses are classified in selling and administrative expenses on the consolidated statements of income.

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Note 3.   Fair Value Disclosures
All financial instruments that are measured at fair value on a recurring basis (at least annually) have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated balance sheet dates. These financial instruments measured at fair value on a recurring basis are summarized below as of May 31:

2026 2025
(In thousands) Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Fair Value

Cash and cash
   equivalents $ 289,018   $ —   $ —   $ 289,018   $ 263,973   $ —   $ —   $ 263,973  
Prepaid expenses
  and other current
  assets:
Interest rate lock
   agreements —   109,480   —   109,480   —   —   —   —  
Other assets, net:
Interest rate lock
   agreements —   —   —   —   —   102,550   —   102,550  

Total assets at fair
    value $ 289,018   $ 109,480   $ —   $ 398,498   $ 263,973   $ 102,550   $ —   $ 366,523  

Cintas' cash and cash equivalents are generally classified within Level 1 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments.

The fair values of Cintas' interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy. The fair value was determined by comparing the locked rates against the benchmarked treasury rate. No other amounts included in prepaid expenses and other current assets or other assets, net, are recorded at fair value on a recurring basis.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated balance sheet dates.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and liabilities at fair value on a nonrecurring basis as required under U.S. GAAP. The assets and liabilities measured at fair value on a nonrecurring basis primarily relate to assets and liabilities acquired in a business acquisition. See Note 9 entitled Acquisitions.

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Note 4.   Property and Equipment
Cintas' property and equipment is summarized as follows at May 31:

(In thousands) 2026 2025

Land $ 203,490   $ 195,406  
Buildings and improvements 799,108   769,119  
Equipment 3,531,446   3,279,593  
Leasehold improvements 54,309   48,463  
Construction in progress 213,703   202,034  
4,802,056   4,494,615  
Accumulated depreciation ( 3,061,555 ) ( 2,842,141 )
Property and equipment, net $ 1,740,501   $ 1,652,474  

Cintas capitalizes certain expenditures for software that are purchased or internally developed for use in business. Included in equipment at May 31, 2026 and 2025, were $ 387.5 million and $ 377.7 million, respectively, of internal use software. Included in construction in progress at May 31, 2026 and 2025, were $ 77.1  million and $ 50.5  million, respectively, of certain expenditures for software that are purchased or internally developed for use in business. Amortization of internal use software begins when the software is ready for service and continues on the straight-line method over the estimated useful life, generally 10 years. Accumulated amortization related to internal use software was $ 292.3 million and $ 258.1 million at May 31, 2026 and 2025, respectively. We recorded amortization expense related to internal use software of $ 34.1 million, $ 30.8 million and $ 26.6 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. These expenses are classified in selling and administrative expenses on the consolidated statements of income.

Note 5.   Goodwill, Service Contracts and Other Assets
Changes in the carrying amount of goodwill and service contracts by reportable operating segment and All Other, are presented in the following tables:

Goodwill
(In thousands)
Uniform Rental
and Facility
Services First Aid
 and Safety
 Services All
Other Total

Balance at June 1, 2024 $ 2,773,565   $ 293,747   $ 145,112   $ 3,212,424  
Goodwill acquired 141,959   4,566   42,986   189,511  
Foreign currency translation ( 1,533 ) ( 168 ) ( 7 ) ( 1,708 )
Balance at May 31, 2025 2,913,991   298,145   188,091   3,400,227  
Goodwill acquired 51,569   5,394   87,955   144,918  

Foreign currency translation ( 850 ) ( 83 ) —   ( 933 )
Balance at May 31, 2026 $ 2,964,710   $ 303,456   $ 276,046   $ 3,544,212  

Service Contracts
(In thousands)
Uniform Rental
and Facility
Services First Aid
 and Safety
 Services All
Other Total

Balance at June 1, 2024 $ 290,498   $ 16,203   $ 15,201   $ 321,902  
Service contracts acquired 31,721   3,255   10,773   45,749  
Service contracts amortization ( 48,267 ) ( 5,291 ) ( 4,131 ) ( 57,689 )
Foreign currency translation ( 105 ) ( 29 ) —   ( 134 )
Balance at May 31, 2025 273,847   14,138   21,843   309,828  
Service contracts acquired 14,644   2,762   16,644   34,050  
Service contracts amortization ( 48,028 ) ( 2,828 ) ( 5,006 ) ( 55,862 )
Foreign currency translation ( 144 ) ( 3 ) —   ( 147 )
Balance at May 31, 2026 $ 240,319   $ 14,069   $ 33,481   $ 287,869  

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Information regarding Cintas' service contracts, net and other assets, net is as follows as of May 31:

2026 2025
(In thousands) Carrying
Amount Accumulated
Amortization Net Carrying
Amount Accumulated
Amortization Net

Service contracts $ 1,111,966   $ 824,097   $ 287,869   $ 1,078,305   $ 768,477   $ 309,828  

Capitalized contract costs (1)
$ 1,031,490   $ 726,776   $ 304,714   $ 896,632   $ 621,351   $ 275,281  
Noncompete agreements
   and other 166,290   77,238   89,052   262,610   75,249   187,361  

Other assets $ 1,197,780   $ 804,014   $ 393,766   $ 1,159,242   $ 696,600   $ 462,642  

(1)     The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated balance sheets as of May 31, 2026 and 2025, was $ 96.0 million and $ 96.5 million, respectively.

Amortization expense for service contracts and other assets was $ 167.1 million, $ 167.8 million and $ 158.9 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. At May 31, 2026, the weighted average amortization period for service contracts, capitalized contract costs and noncompete agreements was 13 years, 8 years and 5 years, respectively. As of May 31, 2026, the estimated future amortization expense for service contracts and other assets, excluding any future acquisitions and commissions to be earned, is as follows:

Fiscal Year (In thousands)

2027 $ 157,174  
2028 127,320  
2029 107,666  
2030 89,593  
2031 76,745  
Thereafter 148,176  
Total future amortization expense $ 706,674  

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Note 6.   Debt, Derivatives and Hedging Activities
Cintas' outstanding debt is summarized as follows at May 31:

(In thousands) Interest
 Rate Fiscal Year
Issued Fiscal Year
Maturity 2026 2025

Debt due within one year

Senior notes 3.70 % 2017 2027 $ 1,000,000   $ —  

Debt issuance costs ( 1,013 ) —  
Total debt due within one year $ 998,987   $ —  

Debt due after one year

Senior notes 3.70 % 2017 2027 $ —   $ 1,000,000  
Senior notes 4.20 % 2025 2028 400,000   400,000  
Senior notes 4.00 % 2022 2032 800,000   800,000  
Senior notes 6.15 % 2007 2037 236,550   236,550  

Debt issuance costs ( 7,464 ) ( 11,551 )
   Total debt due after one year $ 1,429,086   $ 2,424,999  

The average interest rate for all Cintas debt at May 31, 2026 was 4.1 %, with maturity dates through fiscal year 2037. Cintas' senior notes are recorded at cost, net of debt issuance costs. The fair value of the long-term debt is estimated using Level 2 inputs based on observable market prices. The carrying value and fair value of Cintas' debt as of May 31, 2026 were $ 2,436.6 million and $ 2,425.2 million, respectively, and as of May 31, 2025 were $ 2,436.6 million and $ 2,404.7 million, respectively.
On April 15, 2025, in accordance with the terms of the senior notes, Cintas paid the $ 50.0  million aggregate principal amount outstanding of its 3.11 %, private placement, 10-year senior notes that matured on that date with cash on hand. On May 1, 2025, in accordance with the terms of the senior notes, Cintas paid the $ 400.0  million aggregate principal outstanding of its 3.45 %, 3-year senior notes that matured on that date with cash on hand. On May 2, 2025, Cintas issued $ 400.0  million aggregate principal amount of senior notes that bear an interest rate of 4.20 % and mature on May 1, 2028.

Letters of credit outstanding were $ 125.8 million and $ 129.6 million at May 31, 2026 and 2025, respectively. Maturities of debt during each of the next five fiscal years are $ 1,000.0 million, $ 400.0 million, $ 0.0 million, $ 0.0 million and $ 0.0 million, respectively.

Interest paid was $ 106.2 million, $ 101.6 million and $ 100.8 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

During fiscal 2026, in connection with the Company's entry into the Merger Agreement related to the acquisition of UniFirst, Cintas pre-paid $ 5.2  million in fees to acquire the bridge loan financing. As of May 31, 2026, these fees were recorded in other assets, net on the consolidated balance sheet to be expensed over the life of the bridge loan financing.

The amortization of debt issuance costs, as a component of interest expense, was $ 4.8 million, $ 3.5 million and $ 3.6 million for fiscal years ended May 31, 2026, 2025 and 2024, respectively.

Cintas Corporation No. 2 (Corp. 2) entered into a credit agreement which supports our commercial paper program on March 27, 2026 (the Credit Agreement). The Credit Agreement has capacity under the revolving credit facility of $ 2.0  billion and contains a letter of credit sub-facility of up to $ 300.0  million and a swing line sub-facility of up to $ 150.0  million. The Credit Agreement has an accordion feature that provides Cintas with the ability to request increases to the borrowing commitments under the revolving credit facility up to $ 1.0 billion in the aggregate, subject to customary conditions. The maturity date of the revolving credit facility is March 27, 2031. In connection with the entry into the Credit Agreement, on March 27, 2026, Corp. 2 terminated all commitments and repaid all obligations under its existing Third Amended and Restated Credit Agreement, dated as of March 23, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to such date, the “Existing Credit Agreement”).

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Upon the termination of the Existing Credit Agreement, all the obligations under the Existing Credit Agreement were terminated. As of both May 31, 2026 and 2025, there was no commercial paper outstanding and no borrowings on our revolving credit facility. The fair value of the commercial paper, if any, which approximates carrying value, is estimated using level 2 inputs based on general market prices and interest rates.

Cintas uses interest rate locks to manage its overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. Cintas used interest rate locks, which represent cash flow hedges, to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2017 and fiscal 2022. The amortization of the interest rate locks resulted in a decrease to other comprehensive income of $ 6.1 million, $ 6.1 million and $ 6.0 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

During fiscal 2022 and fiscal 2020, Cintas entered into interest rate lock agreements for forecasted debt issuances. The aggregate notional value of outstanding cash flow hedges was $ 500.0  million at both May 31, 2026 and 2025. The fair values of the outstanding interest rate locks, for forecasted debt issuances, which are included in other assets, net, are summarized as follows at May 31:

2026 2025
Fiscal Year of Issuance
(in thousands)
Prepaid and other
current assets Other
assets, net

2022 $ 65,017   $ 61,230  
2020 $ 44,463   $ 41,320  

The changes in fair value of the interest rate locks are recorded in other comprehensive income (loss), net of tax. These interest rate locks had no impact on net income or cash flows for the fiscal years ended May 31, 2026 or 2025.

Cintas' debt agreements contain certain covenants. These covenants limit Cintas' ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets. These covenants also require Cintas to maintain certain a certain debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all the debt covenants for all periods presented.

Note 7.   Leases
Cintas has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated balance sheets with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidated balance sheets.

Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of uniform rental and facility services and other on the Company's consolidated statements of income. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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Operating lease costs, including short-term lease expense and variable lease costs, which were immaterial in each period, were $ 101.2  million, $ 91.1  million and $ 83.2  million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

The following table provides supplemental information related to the Company's consolidated statements of cash flows for the fiscal years ended May 31:

(In thousands) 2026 2025

Cash paid for amounts included in the measurement of operating lease liabilities $ 65,735   $ 56,987  
Operating lease right-of-use assets obtained in exchange for new and renewed
   operating lease liabilities $ 95,527   $ 84,629  
Operating lease right-of-use assets acquired in business combinations $ —   $ 3,077  

Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows at May 31:

2026 2025

Weighted-average remaining lease term - operating leases 5.68 years 5.66 years
Weighted-average discount rate - operating leases 4.34 % 4.08 %

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of May 31, 2026:

(In thousands)

2027 $ 66,543  
2028 62,762  
2029 53,531  
2030 41,724  
2031 31,341  
Thereafter 60,647  
Total payments 316,548  
Less interest ( 38,664 )
Total present value of lease payments $ 277,884  

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Note 8.   Income Taxes
Income before income taxes consists of the following components for the fiscal years ended May 31:

(In thousands) 2026 2025 2024

U.S. operations $ 2,336,940   $ 2,117,251   $ 1,860,859  
Foreign operations 168,394   146,951   112,776  
$ 2,505,334   $ 2,264,202   $ 1,973,635  

Income tax expense consists of the following components for the fiscal years ended May 31:

(In thousands) 2026 2025 2024

Current:    
Federal $ 334,423   $ 352,652   $ 327,616  
State and local 81,235   96,808   79,583  
Foreign 30,118   10,580   25,344  
445,776   460,040   432,543  
Deferred 59,590   ( 8,119 ) ( 30,500 )
$ 505,366   $ 451,921   $ 402,043  

Reconciliation of income tax expense using the statutory rate and actual income tax expense is as follows for the fiscal year ended May 31, 2026:

(In thousands)

Income taxes at the U.S. federal statutory rate $ 526,120   21.0 %
State and local income taxes, net of federal benefit (1)
63,394   2.5 %
Foreign tax effects ( 4,835 ) ( 0.2 )%
Effect of cross-border tax laws ( 3,219 ) ( 0.1 )%
Tax credits ( 13,325 ) ( 0.5 )%
Nontaxable or nondeductible items:
Stock-based compensation ( 52,953 ) ( 2.1 )%
Other nontaxable and nondeductible items, net ( 15,857 ) ( 0.6 )%
Changes in unrecognized tax benefits 5,719   0.2 %
Other 322   0.0 %
$ 505,366   20.2 %

(1) State taxes in California, Illinois, New York, New Jersey and Wisconsin make up the majority (greater than 50%) of the tax effect in the state and local income tax category.

Reconciliation of income tax expense using the statutory rate and actual income tax expense is as follows for the fiscal years ended May 31:

(In thousands) 2025 2024

Income taxes at the U.S. federal statutory rate $ 475,482   $ 414,463  
Permanent differences (1)
( 75,966 ) ( 67,310 )
State and local income taxes, net of federal benefit 64,052   49,560  

Other ( 11,647 ) 5,330  

$ 451,921   $ 402,043  

(1)     Primarily consists of the excess tax benefits related to stock-based compensation.

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During the fiscal year ended May 31, 2026, income taxes paid, net of any refunds, were $ 402.1  million, which included federal tax payments of $ 304.8  million (inclusive of cash payments of $ 183.7  million to acquire transferable tax credits, which were applied to our federal tax obligation), state and local tax payments of $ 78.4  million and foreign tax payments of $ 18.9  million.

The components of deferred income taxes included on the consolidated balance sheets are as follows at May 31:

(In thousands) 2026 2025

Deferred tax assets:    
Allowance for credit losses $ 20,720   $ 17,352  
Inventory reserves 16,727   17,734  
Insurance reserves 44,792   45,029  
Stock-based compensation 75,023   66,260  
Net operating loss and foreign related carry-forwards 2,428   1,630  
Operating lease liabilities 69,972   58,219  
Deferred compensation and other 132,104   132,210  
361,766   338,434  
Valuation allowance ( 2,391 ) ( 1,556 )
359,375   336,878  
Deferred tax liabilities:    
Uniform and other rental items in service 306,612   274,781  
Property and equipment 197,787   163,247  
Intangibles and other amortizable assets 179,915   173,362  
Treasury locks 36,686   37,014  
Capitalized contract costs 101,190   95,069  
Operating lease right-of-use assets 69,972   58,219  
State taxes and other 5,132   6,926  
897,294   808,618  
Net deferred tax liability $ 537,919   $ 471,740  

Although realization is not assured, management has evaluated its deferred tax assets to determine whether a valuation allowance is required or should be adjusted. This evaluation considers, among other items, the nature, frequency and amount of recent losses, reversal periods of taxable temporary differences, duration of statutory periods and tax planning strategies. As a result of this analysis, management believes it is more likely than not that the recorded deferred tax assets will be realized.

As of May 31, 2026 and 2025, there was $ 52.8 million and $ 47.8 million, net of federal benefit, respectively, in total unrecognized tax benefits, which, if recognized, would favorably impact Cintas' effective tax rate. Cintas recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense in the consolidated statements of income, which is consistent with the recognition of these items in prior reporting periods. The total amount accrued for interest and penalties as of May 31, 2026 and 2025, was $ 6.0 million and $ 5.1 million, respectively. Cintas records this tax liability in long-term accrued liabilities on the consolidated balance sheets.

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A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits (exclusive of interest and penalties) is as follows:

(In thousands)  

Balance at June 1, 2024 $ 41,746  
Additions for tax positions of the current year 14,001  
Additions for tax positions of prior years 3,791  

Statute expirations ( 1,530 )
Balance at May 31, 2025 58,008  
Additions for tax positions of the current year 14,428  

Settlements ( 4,180 )
Statute expirations ( 5,536 )
Balance at May 31, 2026 $ 62,720  

The majority of Cintas' operations are in North America. Cintas is required to file U.S. federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax expense, either of which could have an impact on the consolidated results of operation in any given period.

All U.S. federal income tax returns are closed to audit through fiscal 2022. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2020 . Based on the status and resolution of the various audits and other potential regulatory developments, it is expected that the balance of unrecognized tax benefits will not materially change for the fiscal year ending May 31, 2027.

Foreign Withholding Tax
The Company asserts that all foreign earnings will be indefinitely reinvested, with the exception of certain foreign investments in which earnings and cash generation are in excess of local needs. With the passage of the Tax Cuts and Jobs Act in the U.S., dividends of earnings from non-U.S. operations are generally no longer subject to U.S. income tax. Cintas continues to analyze the estimated impact of the non-U.S. income and withholding tax liabilities based on the source of these earnings, as well as the expected means through which those earnings may be taxed; however, the unrecorded tax is not material to the consolidated financial statements.

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Note 9.   Acquisitions
The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and liabilities assumed. Cintas acquired the following number of individually immaterial businesses by reportable operating segment and All Other during the fiscal years ended May 31:

2026 2025

Uniform Rental and Facility Services 5 7
First Aid and Safety Services 4 4
All Other 21 17

The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired during the fiscal years ended May 31:

(In thousands) 2026 2025

Fair value of tangible assets acquired $ 17,855   $ 25,649  
Fair value of service contracts acquired 34,050   45,749  
Fair value of other intangibles acquired 3,283   9,309  

Net goodwill recognized 144,918   189,511  
Total fair value of assets acquired 200,106   270,218  

Total fair value of liabilities assumed ( 7,496 ) ( 3,541 )
Total fair value of net assets acquired, net of cash acquired 192,610   266,677  
Deferred purchase price consideration ( 28,062 ) ( 33,778 )
Total cash consideration for acquisitions, net of cash acquired $ 164,548   $ 232,899  

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. None of the goodwill is deductible for income tax purposes. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisitions.

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including business combinations). The working capital assets and liabilities, as well as the property and equipment acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill and separately identifiable intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach). The results of operations of the acquisition are included in Cintas' consolidated statements of income subsequent to the date of acquisition and are not material to the consolidated financial statements.

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Note 10.   Employee Benefit Plans
Pension Plans
In conjunction with the acquisition of G&K in fiscal 2017, Cintas assumed the Pension Plan that covers substantially all legacy G&K employees who were employed as of July 1, 2005, except certain employees who were covered by union-administered plans. Benefits are based on the number of years of service and each employee’s compensation near retirement. We will make annual contributions to the Pension Plan consistent with federal funding requirements. The Pension Plan was frozen by G&K effective December 31, 2006. Future growth in benefits will not occur beyond this date. Applicable accounting standards require that the consolidated balance sheets reflect the funded status of the Pension Plan. The funded status of the Pension Plan is measured as the difference between the plan assets at fair value and the PBO. As of May 31, 2026 and 2025, the fair value of the plan assets was $ 39.0 million and $ 52.5 million, respectively. As of May 31, 2026 and 2025 the PBO was $ 44.0 million and $ 63.7 million, respectively. The net pension liability of $ 5.0 million and $ 11.2 million was included in long-term accrued liabilities on the consolidated balance sheets as of May 31, 2026 and 2025, respectively.

Pension Plan assets are held in trust for the benefit of the plan participants and are invested in a diversified portfolio of equity investments, fixed income investments and cash. Information on the Pension Plan assets, using the fair value hierarchy discussed in Note 1 entitled Significant Accounting Polices, is as follows as of May 31:

2026 2025
(In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash equivalents $ 1,635   $ —   $ —   $ 1,635   $ 1,573   $ —   $ —   $ 1,573  
U.S. government
   securities —   10,418   —   10,418   —   4,100   —   4,100  
Corporate debt —   5,626   —   5,626   —   17,435   —   17,435  
Municipal obligations —   26   —   26   —   169   —   169  
Mutual funds:
   U.S. securities 15,466   —   —   15,466   24,798   —   —   24,798  
   International securities 5,859   —   —   5,859   4,389   —   —   4,389  
Total $ 22,960   $ 16,070   $ —   $ 39,030   $ 30,760   $ 21,704   $ —   $ 52,464  

Cintas’ Pension Plan assets are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources, primarily matrix pricing, with reasonable levels of price transparency. Matrix pricing, primarily used for marketable debt securities, is based on quoted prices for securities with similar coupons, ratings and maturities, rather than on specific bids and offers for the specific security. The types of financial instruments based on quoted market prices in active markets generally include cash equivalents (money market securities) and mutual funds. Such instruments are generally classified within Level 1 of the fair value hierarchy. The Company does not adjust the quoted market price for such financial instruments.

The types of financial instruments valued based on quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources, including matrix pricing, with reasonable levels of price transparency include marketable debt securities, such as U.S. government securities and corporate bonds. Such financial instruments are generally classified within Level 2 of the fair market value hierarchy. All the Company’s marketable debt securities are actively traded, and the recorded fair value reflects current market conditions. However, due to the inherent volatility in the investment market, there is at least a reasonable possibility that recorded investment values may change by a material amount in the near term.

Non-Contributory Retirement Plans
Cintas' Partners' Plan (the Plan) is a non-contributory profit sharing plan and Employee Stock Ownership Plan (ESOP) for the benefit of substantially all U.S. Cintas employee-partners who have completed one year of service. The Plan also includes a 401(k) savings feature covering substantially all U.S. employee-partners. The amounts of contributions to the Plan and ESOP, as well as the matching contribution to the 401(k), are made at the discretion of the Board of Directors (the Board). Total contributions, including Cintas' matching contributions, which approximate cost, were $ 144.3 million, $ 129.8 million and $ 115.1 million for the fiscal years ended May 31, 2026, 2025 and

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2024, respectively. The expense associated with these contributions was recorded in selling and administrative expenses on the consolidated statements of income.

Cintas has a non-contributory deferred profit sharing plan (DPSP), which covers substantially all Canadian employee-partners. In addition, a registered retirement savings plan (RRSP) is offered to those employee-partners. The amounts of contributions to the DPSP, as well as the matching contribution to the RRSP, are made at the discretion of the Board. Total contributions, which approximate cost, were $ 4.9 million, $ 4.7 million and $ 4.2 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. The expense associated with these contributions was recorded in selling and administrative expenses on the consolidated statements of income.

Cintas has a supplemental executive retirement plan (SERP) subject to Section 409A of the Internal Revenue Code for the benefit of certain highly compensated Cintas employee-partners. The SERP allows participants to defer the receipt of compensation which would otherwise become payable to them. Matching contributions are made at the discretion of the Board. Total matching contributions, which approximates cost, were $ 15.1 million, $ 12.9 million and $ 13.1 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. The expense associated with these contributions was recorded in selling and administrative expenses on the consolidated statements of income.

Note 11.  Earnings per Share
Cintas uses the two-class method to calculate basic and diluted earnings per share as a result of outstanding participating securities in the form of restricted stock awards. See Note 12 entitled Stock-Based Compensation for additional information on restricted stock awards. The following tables set forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas' common shares for the fiscal years ended May 31:

Basic Earnings per Share
(In thousands except per share data)
2026 2025 2024

Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  
Less: net income allocated to participating securities 6,312   6,351   5,928  
Net income available to common shareholders $ 1,993,656   $ 1,805,930   $ 1,565,664  
Basic weighted average common shares outstanding
401,267   403,530   406,612  

Basic earnings per share $ 4.97   $ 4.48   $ 3.85  

Diluted Earnings per Share
(In thousands except per share data)
2026 2025 2024

Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  
Less: net income allocated to participating securities 6,312   6,351   5,928  
Net income available to common shareholders $ 1,993,656   $ 1,805,930   $ 1,565,664  
Basic weighted average common shares outstanding
401,267   403,530   406,612  
Effect of dilutive securities – employee stock options
4,930   6,756   6,856  
Diluted weighted average common shares outstanding
406,197   410,286   413,468  

Diluted earnings per share $ 4.91   $ 4.40   $ 3.79  

For the fiscal years ended May 31, 2026, 2025 and 2024, options granted to purchase 1.9 million, 1.0 million and 1.6 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. The exercise prices of these options were greater than the average market price of the common shares (anti-dilutive).

Cintas announced on July 27, 2021 that the Board authorized a $ 1.5  billion share buyback program, which was completed during the fourth quarter of fiscal 2024. Cintas announced on July 26, 2022 that the Board authorized a $ 1.0  billion share buyback program, which was completed during the second quarter of fiscal 2026. On July 23,

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2024 and October 28, 2025, Cintas announced that the Board authorized share buyback programs, each for $ 1.0  billion. Neither of the outstanding share buyback programs have an expiration date.

The following table summarizes the buyback activity by program and fiscal years ended May 31:

2026 2025 2024
Buyback Program
(In thousands except
   per share data)
Shares Average
Price per Share Purchase
Price Shares Average
Price per Share Purchase
Price Shares Average
Price per Share Purchase
Price

July 27, 2021 —   $ —   $ —   —   $ —   $ —   3,425   $ 133.80   $ 458,284  
July 26, 2022 1,272   207.13   263,564   3,794   179.07   679,329   339   168.44   57,104  
July 23, 2024 2,688   191.29   514,221   —   —   —   —   —   —  
October 28, 2025 —   —   —   —   —   —   —   —   —  
3,960   $ 196.38   $ 777,785   3,794   $ 179.07   $ 679,329   3,764   $ 136.92   $ 515,388  

Shares acquired for
  taxes due (1)
829   $ 210.50   $ 174,319   1,297   $ 196.87   $ 255,471   1,325   $ 139.34   $ 184,645  

Total repurchase of Cintas
common stock $ 952,104   $ 934,800   $ 700,033  

(1) Shares of Cintas stock acquired for employee-partner payroll taxes due on options exercised and vested restricted stock awards.

In addition to the share buyback activity presented above, Cintas acquired shares of Cintas common stock, via non-cash transactions, in connection with net-share settlements of option exercises. The following table summarizes Cintas' non-cash share buyback activity for the fiscal years ended May 31:

2026 2025 2024
Buyback Program
(In thousands except per share data)
Shares Average
Price per Share Non-Cash
Value Shares Average
Price per Share Non-Cash
Value Shares Average
Price per Share Non-Cash
Value

Non-cash transaction activity 613   $ 205.13   $ 125,766   808   $ 196.93   $ 158,953   1,133   $ 137.18   $ 155,403  

In the period subsequent to May 31, 2026, through July 29, 2026, we purchased 0.2  million shares of Cintas common stock at an average price of $ 199.70 per share, for a total purchase price of $ 48.4  million. From the inception of the July 23, 2024 share buyback program through July 29, 2026, Cintas has purchased 2.9  million shares of Cintas common stock in the aggregate, at an average price of $ 191.99 per share, for a total purchase price of $ 562.7  million. Cintas has made no purchases under the October 28, 2025 share buyback program.

Note 12.   Stock-Based Compensation
On July 23, 2024, the Board approved and adopted the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan (the Amended 2016 Plan) to replace the existing 2016 Equity Compensation Plan (the 2016 Plan). The Amended 2016 Plan was approved by Cintas shareholders at its Annual Meeting on October 29, 2024, at which time the Amended 2016 Plan became effective. Under the Amended 2016 Plan, Cintas may grant officers and key employee-partners equity compensation in the form of stock options, stock appreciation rights, restricted and unrestricted stock awards, performance awards and other stock unit awards representing up to an aggregate of 50,000,000 shares of Cintas' common stock, inclusive of shares represented by grants previously made under the 2016 Plan. At May 31, 2026, 17,978,505 shares of common stock were reserved for future issuance under the Amended 2016 Plan. Total compensation cost for stock-based awards was $ 128.1 million, $ 128.3 million and $ 117.0 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. Cintas accounts for forfeitures of stock-based awards as they occur. The total income tax benefit recognized in the consolidated statements of income for share-based compensation arrangements was $ 30.1 million, $ 32.7 million and $ 29.8 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

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Stock Options
Stock options are granted at the fair market value of the underlying common stock on the date of grant. The option terms are determined by the Compensation Committee of the Board, but no stock option may be exercised later than 10 years after the date of the grant. The option awards generally have 10-year terms with graded vesting in years 3 through 5 based on continuous service during that period. The majority of stock option grants occur in the first quarter of each fiscal year in connection with the annual grant, which is earned in the prior fiscal year. Cintas recognizes compensation expense for these options using the straight-line recognition method over the vesting period.

The fair value of options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the fiscal years ended May 31:

2026 2025 2024

Risk-free interest rate 4.0 % 4.3 % 3.9 %
Dividend yield 0.9 % 1.1 % 1.1 %
Expected volatility of Cintas' common stock 26.8 % 26.5 % 26.9 %
Expected life of the option in years 5.5 5.5 5.5

The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the stock options. The determination of expected volatility is based on historical volatility of Cintas' common stock over the period commensurate with the expected term of stock options, as well as other relevant factors. The weighted average expected term was determined based on the historical employee exercise behavior of the options. The weighted-average fair value of stock options granted during fiscal 2026, 2025 and 2024 was $ 51.61 , $ 65.29 and $ 53.66 , respectively.

The information presented in the following table relates primarily to stock options granted and outstanding under either the 2016 Plan or under previously adopted plans:

Shares Weighted
Average
Exercise Price

Outstanding, June 1, 2023 ( 6,185,384 shares exercisable)
17,711,008   $ 69.50  
Granted 1,633,988   165.58  
Canceled —   —  
Forfeited ( 442,372 ) 102.84  
Exercised ( 3,653,592 ) 42.91  
Outstanding, May 31, 2024 ( 5,543,968 shares exercisable)
15,249,032   85.73  
Granted 1,050,217   222.76  
Canceled —   —  
Forfeited ( 622,472 ) 142.77  
Exercised ( 2,998,290 ) 53.30  
Outstanding, May 31, 2025 ( 4,870,890 shares exercisable)
12,678,487   103.72  
Granted 1,186,657   201.51  
Canceled —   —  
Forfeited ( 305,433 ) 156.46  
Exercised ( 2,054,262 ) 63.08  
Outstanding, May 31, 2026 ( 4,708,646 shares exercisable)
11,505,449   $ 116.58  

The intrinsic value of stock options exercised was $ 292.3 million, $ 435.4 million and $ 359.8 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively. The total cash received from employees as a result of employee stock option exercises for the fiscal years ended May 31, 2026, 2025 and 2024 was $ 3.8 million, $ 0.9 million and $ 1.4 million, respectively.

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The fair value of stock options vested was $ 37.9 million, $ 35.9 million and $ 34.3 million for the fiscal years ended May 31, 2026, 2025 and 2024, respectively.

The following table summarizes the information related to stock options outstanding at May 31, 2026:

    Outstanding Options Exercisable Options
Range of
Exercise Prices Number
Outstanding Average
Remaining
Option Life Weighted
Average
Exercise Price Number
Exercisable Weighted
Average
Exercise Price
$ 27.10 - $ 73.39
3,209,465 2.66 $ 56.04   3,209,465   $ 56.04  
$ 73.40 - $ 99.46
3,075,179 5.56 97.31   1,361,554   96.04  
$ 99.47 - $ 187.12
2,130,975 7.17 124.32   127,212   110.73  
$ 187.13 - $ 225.79
3,089,830 9.14 193.30   10,415   206.71  
$ 27.10 - $ 225.79
11,505,449 6.01 $ 116.58   4,708,646   $ 69.42  

At May 31, 2026, the aggregate intrinsic value of stock options outstanding and exercisable was $ 697.9 million and $ 479.5 million, respectively. The weighted-average remaining contractual term of stock options exercisable is 3.5 years.

Restricted Stock Awards
Restricted stock awards consist of Cintas' common stock that is subject to such conditions, restrictions and limitations as the Compensation Committee of the Board determines to be appropriate. The vesting period is generally three years after the grant date. The recipient of restricted stock awards will have all rights of a shareholder of Cintas, including the right to vote and the right to receive cash dividends during the vesting period. Cintas recognizes compensation expense for these restricted stock awards using the straight-line recognition method over the vesting period.

The information presented in the following table relates to restricted stock awards granted and outstanding under either the Amended 2016 Plan or under previously adopted plans:

Shares Weighted
Average
Grant Price

Outstanding, unvested grants at June 1, 2023 2,746,520   $ 98.01  
Granted 692,776   168.39  
Forfeited ( 179,352 ) 108.20  
Vested ( 647,840 ) 75.46  
Outstanding, unvested grants at May 31, 2024 2,612,104   122.58  
Granted 428,098   224.94  
Forfeited ( 163,748 ) 158.26  
Vested ( 839,453 ) 100.95  
Outstanding, unvested grants at May 31, 2025 2,037,001   155.77  
Granted 486,377   171.86  
Forfeited ( 97,827 ) 182.23  
Vested ( 547,050 ) 104.41  
Outstanding, unvested grants at May 31, 2026 1,878,501   $ 146.48  

The remaining unrecognized compensation cost related to unvested stock options and restricted stock at May 31, 2026 was $ 300.1 million. The weighted-average period of time over which this cost will be recognized is 2.1 years.

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Note 13.   Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax:

(In thousands) Foreign
 Currency Unrealized
Income
on Interest
Rate Locks Other Total

Balance at June 1, 2024 $ ( 18,292 ) $ 108,893   $ 600   $ 91,201  
Other comprehensive (loss) income before
   reclassifications ( 7,441 ) 5,752   969   ( 720 )
Amounts reclassified from accumulated other
   comprehensive income (loss) —   ( 6,092 ) —   ( 6,092 )
Net current period other comprehensive (loss) income ( 7,441 ) ( 340 ) 969   ( 6,812 )
Balance at May 31, 2025 ( 25,733 ) 108,553   1,569   84,389  
Other comprehensive (loss) income before
   reclassifications ( 2,626 ) 5,163   3,633   6,170  
Amounts reclassified from accumulated other
   comprehensive income (loss) —   ( 6,092 ) —   ( 6,092 )
Net current period other comprehensive (loss) income ( 2,626 ) ( 929 ) 3,633   78  
Balance at May 31, 2026 $ ( 28,359 ) $ 107,624   $ 5,202   $ 84,467  

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) during the fiscal years ended May 31:

Details about Accumulated
Other Comprehensive
Income (Loss) Components Amount Reclassified from
Accumulated Other
Comprehensive Income (Loss) Affected Line in the
Consolidated
 Statements of Income

(In thousands) 2026 2025

Amortization of interest rate locks $ 8,144   $ 8,144   Interest expense
Tax expense ( 2,052 ) ( 2,052 ) Income taxes
Amortization of interest rate locks,
   net of tax $ 6,092   $ 6,092  

Note 14.   Operating Segment Information
Cintas’ reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies, and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’ operating segments, which consists of the Fire Protection Services operating segment and the Uniform Direct Sale operating segment, is included in All Other.

Our CODM is the chief executive officer. The CODM is responsible for setting the Company's strategic direction, managing overall operations and is the main point of communications between the Board and key operational personnel within the organization. The CODM evaluates each operating segment's performance primarily based on revenue and operating income, using this information to guide strategic decisions and allocate resources across the Company. The accounting policies of the operating segments are the same as those described in Note 1 entitled Significant Accounting Policies.

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Information related to the operations of Cintas' reportable operating segments and All Other is set forth below:

(In thousands) Uniform Rental
and Facility Services First Aid
 and Safety Services All
Other Corporate (1)
Total
May 31, 2026          
Revenue $ 8,621,624   $ 1,391,853   $ 1,251,284   $ —   $ 11,264,761  
Cost of sales 4,312,097   589,370   655,501   —   5,556,968  
Gross margin 4,309,527   802,483   595,783   —   5,707,793  
Selling and administrative expenses 2,232,515   449,084   404,546   —   3,086,145  
UniFirst transaction expenses —   —   —   15,136   15,136  
Operating income (loss) $ 2,077,012   $ 353,399   $ 191,237   $ ( 15,136 ) $ 2,606,512  

Depreciation and amortization $ 412,392   $ 72,922   $ 27,532   $ —   $ 512,846  
Capital expenditures $ 279,432   $ 59,011   $ 56,662   $ —   $ 395,105  
Total assets $ 8,346,410   $ 939,217   $ 954,495   $ 289,018   $ 10,529,140  

May 31, 2025  
Revenue $ 7,976,073   $ 1,218,090   $ 1,146,018   $ —   $ 10,340,181  
Cost of sales 4,040,888   521,480   603,649   —   5,166,017  
Gross margin 3,935,185   696,610   542,369   —   5,174,164  
Selling and administrative expenses 2,061,795   401,882   350,761   —   2,814,438  
Operating income $ 1,873,390   $ 294,728   $ 191,608   $ —   $ 2,359,726  

Depreciation and amortization $ 385,360   $ 86,286   $ 22,537   $ —   $ 494,183  
Capital expenditures $ 301,624   $ 55,447   $ 51,813   $ —   $ 408,884  
Total assets $ 7,993,720   $ 810,188   $ 757,360   $ 263,973   $ 9,825,241  

May 31, 2024  
Revenue $ 7,465,199   $ 1,067,334   $ 1,064,082   $ —   $ 9,596,615  
Cost of sales 3,865,071   474,678   570,450   —   4,910,199  
Gross margin 3,600,128   592,656   493,632   —   4,686,416  
Selling and administrative expenses 1,940,627   353,503   323,653   —   2,617,783  
Operating income $ 1,659,501   $ 239,153   $ 169,979   $ —   $ 2,068,633  

Depreciation and amortization $ 340,426   $ 81,342   $ 20,616   $ —   $ 442,384  
Capital expenditures $ 261,225   $ 100,025   $ 48,219   $ —   $ 409,469  
Total assets $ 7,503,043   $ 730,003   $ 593,756   $ 342,015   $ 9,168,817  

(1)     Corporate operating loss relates to the UniFirst transaction expenses. Corporate assets represent the consolidated cash balance in all periods presented.

The following table summarizes a reconciliation of total segment operating income to consolidated net income for the fiscal years ended May 31:

(In thousands) 2026 2025 2024

Total segment operating income $ 2,606,512   $ 2,359,726   $ 2,068,633  
Interest income ( 5,107 ) ( 5,584 ) ( 5,742 )
Interest expense 106,285   101,108   100,740  
Income before income taxes 2,505,334   2,264,202   1,973,635  
Income taxes 505,366   451,921   402,043  
Net income $ 1,999,968   $ 1,812,281   $ 1,571,592  

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Item 9.  Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
None.

Item 9A.  Controls and Procedures
Disclosure Controls and Procedures
With the participation of Cintas' management, including Cintas' President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of May 31, 2026. Based on such evaluation, Cintas' management, including Cintas' President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas' disclosure controls and procedures were effective as of May 31, 2026, in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas' management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting
Management's Report on Internal Control over Financial Reporting and the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.

There were no changes in Cintas' internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, 2026, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

Item 9B.  Other Information
None of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.

Item 9C. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections
Not applicable.

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Part III

Item 10.  Directors, Executive Officers and Corporate Governance
The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the Proxy Statement).

Item 11.  Executive Compensation
The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement, except that the information required by Item 201(d) of Regulation S-K can be found below.

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, 2026.

Equity Compensation Plan Information

Plan category
Number of
shares to be
issued upon
exercise of
outstanding
options  (1)
Weighted
average
exercise
price of
outstanding
options  (1)
Number of
shares remaining
available for
future issuance
under equity
compensation plans

Equity compensation plans approved by shareholders 11,505,449  $ 116.58  17,978,505 
Equity compensation plans not approved by shareholders —  —  — 
Total 11,505,449  $ 116.58  17,978,505 

(1)     Excludes 1,878,501 unvested restricted stock units.

Item 13.  Certain Relationships and
Related Transactions, and Director Independence
The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

Item 14.  Principal Accountant Fees and Services
The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

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Part IV

Item 15.  Exhibits and Financial Statement Schedules

(a) (1)   Financial Statements. All financial statements required to be filed by Item 8 of Form 10-K and included in this Annual Report are listed in Item 8. No additional financial statements are filed because the requirements of paragraph (c) under Item 15 are not applicable to Cintas.

(a) (2)   Financial Statement Schedule:

    For each of the three years in the period ended May 31, 2026.

    Schedule II: Valuation and Qualifying Accounts and Reserves.

    All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or Notes thereto.

(a) (3)   Exhibits.

    All documents referenced below were filed pursuant to the Exchange Act by Cintas Corporation, file number 000-11399, unless otherwise noted.

Exhibit
Number   Description of Exhibit
2.1
Agreement and Plan of Merger, among Cintas Corporation, UniFirst Corporation, Bruin Merger Sub I, Inc., and Bruin Merger Sub II, LLC, dated March 10, 2026 (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 11, 2026.)

3.1
  Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to Cintas' Quarterly Report on Form 10-Q for the quarter ended August 31, 2024).

3.2
  Amended and Restated By-laws (Incorporated by reference to Exhibit 3.1 to Cintas' Current Report on Form 8-K filed on April 11, 2024).

4.1
  Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2002).

4.2
  Form of 6.15% Senior Note due 2036 (Incorporated by reference to Exhibit 4.3 to Cintas' Current Report on Form 8-K filed on August 21, 2006).

4.3
Form of 3.700% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.2 to Cintas' Current Report on Form 8-K filed on March 14, 2017).

4.4
Form of 3.450% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K Filed May 3, 2022) .

4.5
Form of 4.000% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.2 to Cintas' Current Report on Form 8-K Filed May 3, 2022) .

4.6
Description of Securities (Incorporated by reference to Exhibit 4.8 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2019).

4.7
Form of 4.200% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K filed May 2, 2025) .

10.1
Credit Agreement, dated as of March 27, 2026, among Cintas Corporation No.2, the Lenders party thereto and KeyBank National Association, as Administrative Agent. (Incorporated by reference to Cintas’ Current Report on Form 8-K dated March 31, 2026) .

10.2
Amended and Restated Note Purchase Agreement, dated as of March 21, 2017, among G&K Services, Inc. and the Note holders (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K filed on March 21, 2017).

10.3  * Partners' Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 1993).

10.4
* First Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.2 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, 1994).

70

10.5
* Second Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.3 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, 1994).

10.6
* Directors' Deferred Compensation Plan (Incorporated by reference to Exhibit 10.12 to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, 2000).

10.7
* Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Exhibit 10 to Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, 2005).

10.8
* President and CEO Executive Compensation Plan (Incorporated by reference to Exhibit 10.18 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005).

10.9
* 2006 Executive Incentive Plan (Incorporated by reference to Exhibit 10.19 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005).

10.10
* 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005).

10.11
* Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Exhibit 10.21 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2006).

10.12
* 2007 Executive Incentive Plan (Incorporated by reference to Exhibit 10.22 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2006).

10.13
* Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.17 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2011).

10.14
* Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.18 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2011).

10.15
* Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed on July 27, 2012).

10.16
* Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.2 to Cintas' Current Report on Form 8-K filed on July 27, 2012).

10.17
* Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.4 to Cintas' Current Report on Form 8-K filed on October 23, 2013).

10.18
* Amendment No. 4 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K filed on October 22, 2014).

10.19
* Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K filed on October 23, 2013).

10.20
* Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan, as amended and restated, effective as of October 29, 2024 (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed November 1, 2024).

14
  Code of Ethics (Incorporated by reference to Exhibit 14 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2004).

19
Cintas Corporation Insider Trading Policy (Incorporated by reference to Exhibit 97 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2024).

21
** Subsidiaries of the Registrant.

22
** Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant.

23
** Consent of Independent Registered Public Accounting Firm.

31.1
** Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2
** Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1
# Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 1350.

32.2
# Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § 1350.

71

97
Cintas Corporation Compensation Recoupment Policy (Incorporated by reference to Exhibit 97 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2024)

101  The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104  The cover page from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2026, formatted in Inline XBRL (included as Exhibit 101).

*       Management compensatory contracts

**      Filed herewith

#    This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 16.  Form 10-K Summary
None.

72

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CINTAS CORPORATION

By: /s/ Todd M. Schneider
Todd M. Schneider

President and Chief Executive Officer

DATE SIGNED: July 29, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Capacity   Date
         
/s/ Todd M. Schneider
Todd M. Schneider
President, Chief Executive Officer and Director
(Principal Executive Officer) July 29, 2026

/s/ Scott D. Farmer
Scott D. Farmer
Executive Chairman of the Board of Directors   July 29, 2026

/s/ Ronald W. Tysoe
Ronald W. Tysoe
Director July 29, 2026

/s/ Karen L. Carnahan
Karen L. Carnahan
Director July 29, 2026

/s/ Martin Mucci
Martin Mucci
Director   July 29, 2026

/s/ Scott A. Garula
Scott A. Garula
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)   July 29, 2026

73

Cintas Corporation
Schedule II — Valuation and Qualifying Accounts and Reserves

(In thousands) Balance
at Beginning
 of Year

Additions (1)

Deductions (2)
Balance
at End
of Year

Allowance for Credit Losses        
May 31, 2024
$ 14,926   $ 53,240   $ 50,252   $ 17,914  
May 31, 2025
$ 17,914   $ 69,338   $ 60,895   $ 26,357  
May 31, 2026
$ 26,357   $ 81,238   $ 75,947   $ 31,648  

(1) Represents amounts charged to expense to increase reserve for estimated future credit losses.

(2) Represents reductions in the consolidated balance sheet reserve due to the actual write-off of non-collectible accounts receivable. These amounts do not impact Cintas' consolidated statements of income.

74