Cintas · 10-Q · Item 2 MD&A

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Strategy

Cintas 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, eye-wash stations, safety training, fire extinguishers, sprinkler systems and alarm testing, Cintas helps customers get Ready for the Workday®.

We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, first aid and safety services, and fire protection products and services.

Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include market segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.

To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.

We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all its products and services to prospects in all market segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion. Finally, we evaluate strategic acquisitions as opportunities arise.

Results of Operations

Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two 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, as well as workplace water services.

The remainder of Cintas’ business, which consists of the Fire Protection Services operating segment and the Uniform Direct Sales operating segment, is included in All Other. These operating segments consist of fire protection products and services and the direct sale of uniforms and related items. Cintas evaluates operating segment performance based on revenue and operating income. Revenue and operating income for the three and nine months ended February 28, 2026 and 2025, for the two reportable operating segments and All Other are presented in Note 11 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.” 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.

Consolidated Results

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

T1Total revenue increased 8.9% to $2,841.4 million for the three months ended February 28, 2026, compared to $2,609.2 million for the three months ended February 28, 2025. The organic revenue growth rate, which adjusts for

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the impact of acquisitions and foreign currency exchange rate fluctuations, was 8.2%. Revenue growth was positively impacted by 0.4% due to acquisitions and 0.3% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was $2,177.5 million for the three months ended February 28, 2026, compared to $2,021.1 million for the three months ended February 28, 2025, which was an increase of 7.7%. The organic revenue growth rate for this reportable operating segment was 7.3%. Revenue growth in the Uniform Rental and Facility Services reportable operating segment was positively impacted by 0.1% due to acquisitions and 0.3% due to foreign currency exchange rate fluctuations. T2Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 12.9% for the three months ended February 28, 2026, compared to the three months ended February 28, 2025, from $588.0 million to $664.0 million. The organic revenue growth rate for other revenue was 11.4%. Revenue growth was positively impacted by 1.4% due to acquisitions and 0.1% due to foreign currency exchange rate fluctuations.

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. Cost of uniform rental and facility services increased $73.4 million, or 7.3%, for the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.0% for the three months ended February 28, 2025, to 49.7% for the three months ended February 28, 2026. This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, 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 increased $29.8 million, or 10.6%, for the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Cost of other improved as a percent of revenue, decreasing from 47.6% for three months ended February 28, 2025, to 46.7% for the three months ended February 28, 2026. The improvement in cost of sales as a percent of revenue was primarily due to favorable sales mix and sourcing and productivity initiatives.

Selling and administrative expenses increased $79.1 million, or 11.1%, in the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Selling and administrative expenses as a percent of revenue were 27.8% for the three months ended February 28, 2026, compared to 27.2% for the three months ended February 28, 2025. We recorded a gain of $15.0 million on a sale of property and equipment in the three months ended February 28, 2025 which impacted all segments by the same percent of revenue. Excluding this gain, selling and administrative expenses as a percent of revenue remained the same for the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating income was $659.9 million, or 23.2% of revenue, for the three months ended February 28, 2026, compared to $609.9 million, or 23.4% of revenue, for the three months ended February 28, 2025. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025 noted previously, operating income as a percent of revenue improved by 0.4%. The resulting increase in operating income as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Net interest expense (interest expense less interest income) was $27.4 million for the three months ended February 28, 2026, compared to $23.4 million for the three months ended February 28, 2025. The change was primarily due to an increase in the average amount of outstanding commercial paper during the three months ended February 28, 2026.

Cintas’ effective tax rate was 20.6% and 21.0% for the three months ended February 28, 2026 and 2025, respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation.

Net income was $502.5 million for the three months ended February 28, 2026, an increase of 8.4% compared to the three months ended February 28, 2025. Diluted earnings per share were $1.24 for the three months ended

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February 28, 2026, which was an increase of 9.7% compared to the three months ended February 28, 2025. Diluted earnings per share increased primarily due to the increase in net income and share repurchases.

Uniform Rental and Facility Services Reportable Operating Segment

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

Uniform Rental and Facility Services reportable operating segment revenue increased to $2,177.5 million from $2,021.1 million, or 7.7%, for the three months ended February 28, 2026, over the three months ended February 28, 2025. The organic revenue growth rate for the reportable operating segment was 7.3%. The cost of uniform rental and facility services increased $73.4 million, or 7.3%. The reportable operating segment’s gross margin was $1,094.4 million. Gross margin as a percent of revenue was 50.3% for the three months ended February 28, 2026, compared to 50.0% for the three months ended February 28, 2025. The resulting increase as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $51.4 million in the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Selling and administrative expenses as a percent of revenue for the three months ended February 28, 2026 were 26.3%, compared to 25.8% in the three months ended February 28, 2025. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses as a percent of revenue remained the same in the three months ended February 28, 2026, compared to the three months ended February 28, 2025.

Operating Income increased $31.5 million, or 6.4%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Operating income was 23.9% of the reportable operating segment's revenue compared to the three months ended February 28, 2025 of 24.2% of revenue. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025 noted previously, operating income as a percent of revenue improved by 0.3%. The improvement in operating income was primarily a result of the expansion in gross margin.

First Aid and Safety Services Reportable Operating Segment

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

First Aid and Safety Services reportable operating segment revenue increased to $346.8 million from $301.8 million, or 14.9%, for the three months ended February 28, 2026, over the three months ended February 28, 2025. The organic revenue growth rate for the reportable operating segment was 14.6%. First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions. The increase in revenue was driven by many factors including increases in new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.

Cost of first aid and safety services for the three months ended February 28, 2026, increased $15.6 million, or 12.0%, compared to the three months ended February 28, 2025. The gross margin as a percent of revenue was 58.1% for the three months ended February 28, 2026, compared to 57.0% in the three months ended February 28, 2025. The improvement in gross margin as a percent of revenue was primarily due to a favorable sales mix and strategic sourcing initiatives.

Selling and administrative expenses increased $13.7 million in the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Selling and administrative expenses as a percent of revenue for the three months ended February 28, 2026 were 33.0%, compared to 33.3% for the three months ended February 28, 2025. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses as a percent of revenue improved by 0.9% in the three months ended February 28, 2026, compared to the three months ended February 28, 2025. The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating Income for the First Aid and Safety Services reportable operating segment increased $15.8 million to $87.3 million for the three months ended February 28, 2026, compared to the three months ended February 28, 2025. Operating income was 25.2% of the reportable operating segment’s revenue compared to the three months ended February 28, 2025 of 23.7%. The improvement in operating income as a percent to revenue was primarily due to the previously discussed changes in gross margin and selling and administrative expenses noted above.

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Consolidated Results

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

Total revenue increased 9.0% to $8,359.6 million for the nine months ended February 28, 2026, compared to $7,672.5 million for the nine months ended February 28, 2025. Total organic revenue growth was 8.2%. Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations. Revenue growth was positively impacted by 0.7% due to acquisitions and 0.1% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was $6,423.9 million for the nine months ended February 28, 2026, compared to $5,945.4 million for the nine months ended February 28, 2025, which was an increase of 8.0%. Organic revenue growth for this reportable operating segment was 7.5%. Uniform Rental and Facility Services reportable operating segment revenue was positively impacted by 0.5% due to acquisitions. Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, was $1,935.6 million for the nine months ended February 28, 2026, compared to $1,727.1 million for the nine months ended February 28, 2025, which was an increase of 12.1%. Organic growth for other revenue was 10.9%. Revenue growth was positively impacted by 1.2% due to acquisitions.

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. Cost of uniform rental and facility services increased $211.9 million, or 7.1%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025. Cost of uniform rental and facility services improved as a percent of revenue, decreasing from 50.5% for the nine months ended February 28, 2025, to 50.1% for the nine months ended February 28, 2026. This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, 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 increased $95.8 million, or 11.7%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025. Cost of other as a percent of revenue improved to 47.3% for the nine months ended February 28, 2026, compared to 47.4% for nine months ended February 28, 2025. The improvement in cost of sales as a percent of revenue was primarily due to favorable sales mix.

Selling and administrative expenses increased $208.1 million, or 10.0%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025. Selling and administrative expenses as a percent of revenue were 27.4% for the nine months ended February 28, 2026, compared to 27.2% for the nine months ended February 28, 2025. In the nine months ended February 28, 2025, we recorded a gain of $15.0 million on a sale of property and equipment which impacted all segments by the same percent of revenue. Excluding this gain, selling and administrative expenses as a percent of revenue remained the same for the nine months ended February 28, 2026, compared to the nine months ended February 29, 2025.

Operating income was $1,933.5 million, or 23.1% of revenue, for the nine months ended February 28, 2026, compared to $1,762.3 million, or 23.0% of revenue, for the nine months ended February 28, 2025. The improvement in operating income as a percent of revenue was primarily due to the previously mentioned improvements in gross margin as a percent of revenue noted above.

Net interest expense (interest expense less interest income) was $76.6 million for the nine months ended February 28, 2026, compared to $73.5 million for the nine months ended February 28, 2025. The change was primarily due to an increase in the average amount of outstanding commercial paper during the nine months ended February 28, 2026.

Cintas’ effective tax rate was 19.8% and 19.2% for the nine months ended February 28, 2026 and 2025, respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation.

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Net income for the nine months ended February 28, 2026, increased $125.0 million, or 9.2%, compared to the nine months ended February 28, 2025. Diluted earnings per share was $3.65 for the nine months ended February 28, 2026, which was an increase of 10.3% compared to the nine months ended February 28, 2025. Diluted earnings per share increased primarily due to the increase in net income and share repurchases.

Uniform Rental and Facility Services Reportable Operating Segment

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

Uniform Rental and Facility Services reportable operating segment revenue increased 8.0% to $6,423.9 million for the nine months ended February 28, 2026, compared to $5,945.4 million for the nine months ended February 28, 2025. Organic revenue growth for this reportable operating segment was 7.5%. Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

Cost of uniform rental and facility services increased $211.9 million, or 7.1%, for the nine months ended February 28, 2026 over the nine months ended February 28, 2025. The reportable operating segment’s gross margin was $3,207.1 million, or 49.9% of revenue, for the nine months ended February 28, 2026, compared to the gross margin of 49.5% for the nine months ended February 28, 2025. This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $128.2 million but remained the same as a percent of revenue. Selling and administrative expenses as a percent of revenue was 25.8% for both the nine months ended February 28, 2026 and 2025. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses improved by 0.2%. The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating income increased $138.4 million, or 9.8%, for the Uniform Rental and Facility Services reportable operating segment for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025. Operating income was 24.1% of the reportable operating segment’s revenue, compared to 23.7% for the nine months ended February 28, 2025. The improvement as a percent of revenue was primarily a result of the improvement in gross margin.

First Aid and Safety Services Reportable Operating Segment

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

First Aid and Safety Services reportable operating segment revenue increased from $893.7 million to $1,023.7 million, or 14.5%, for the nine months ended February 28, 2026, over the nine months ended February 28, 2025. Organic revenue growth for this reportable operating segment was 14.3%. First Aid and Safety Services reportable operating segment revenue was positively impacted by 0.2% due to acquisitions. This increase in revenue was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.

Cost of first aid and safety services increased $53.0 million, or 13.9%, for the nine months ended February 28, 2026, compared to the nine months ended February 28, 2025, due to higher sales volume. The gross margin as a percent of revenue was 57.6% for the nine months ended February 28, 2026, compared to 57.3% in the nine months ended February 28, 2025. The improvement in gross margin as a percent of revenue was primarily due to favorable changes in revenue mix.

Selling and administrative expenses increased $40.4 million but decreased as a percent of revenue to 32.7%, for the nine months ended February 28, 2026, compared to 32.9% for the nine months ended February 28, 2025. Excluding the gain on a sale of property and equipment in the three months ended February 28, 2025, selling and administrative expenses improved by 0.4%. The improvement as a percent of revenue was primarily due to operating leverage from revenue growth.

Operating income for the First Aid and Safety Services reportable operating segment was $254.7 million for the nine months ended February 28, 2026, compared to $218.0 million for the nine months ended February 28,

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2025. Operating income was 24.9% of the reportable operating segment’s revenue, compared to 24.4% for the nine months ended February 28, 2025. The improvement as a percent of revenue was primarily a result of the improvement in gross margin and improved operating leverage from revenue growth.

Liquidity and Capital Resources

The following is a summary of our cash flows and cash and cash equivalents as of and for the nine months ended February 28:

(In thousands)

Net cash provided by operating activities

$

$

Net cash used in investing activities

$

$

Net cash used in financing activities

$

$

Cash and cash equivalents at the end of the period

$

$

Cash and cash equivalents as of February 28, 2026 and 2025, include $97.6 million and $34.2 million, respectively, that is located outside of the U.S.

Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings to fund growth and expansion opportunities, as well as other cash requirements such as the repurchase of our common stock and payment of long-term debt.

We expect our cash flows from operating activities to remain sufficient to provide us with adequate levels of liquidity. In addition, T3we have access to $2.0 billion of debt capacity from our revolving credit facility under our credit agreement. We believe the Company has sufficient liquidity to operate in the current business environment for at least the next 12 months and the foreseeable future thereafter. Acquisitions, repurchases of our common stock and dividends remain strategic objectives, but they will be dependent on the economic outlook and liquidity of the Company.

Net cash provided by operating activities was $1,567.2 million for the nine months ended February 28, 2026, compared to $1,525.6 million for the nine months ended February 28, 2025. The change from the prior fiscal year was primarily due to an increase in net income, favorable changes in working capital, specifically, accounts receivable, net and income taxes. These changes were partially offset by unfavorable changes in working capital, specifically accrued liabilities and accounts payable.

Net cash used in investing activities includes capital expenditures, purchases of investments and cash paid for acquisitions of businesses. Capital expenditures were $299.1 million and $294.3 million for the nine months ended February 28, 2026 and 2025, respectively. Capital expenditures in the nine months ended February 28, 2026, included $206.5 million for the Uniform Rental and Facility Services reportable operating segment and $48.7 million for the First Aid and Safety Services reportable operating segment. Cash paid for acquisitions of businesses was $102.7 million and $198.8 million for the nine months ended February 28, 2026 and 2025, respectively. The acquisitions during both the nine months ended February 28, 2026 and 2025, occurred in our Uniform Rental and Facility Services reportable operating segment, our First Aid and Safety Services reportable operating segment and our Fire Protection Services operating segment, which is included in All Other.

In addition, during the nine months ended February 28, 2025, Cintas received cash proceeds of $24.0 million related to the sale of property and equipment. Net cash used in investing activities also includes $8.3 million and $7.1 million of purchases of investments during the nine months ended February 28, 2026 and 2025, respectively.

Net cash used in financing activities was $1,239.0 million and $1,146.0 million for the nine months ended February 28, 2026 and 2025, respectively. The increase in cash used in financing activities was due to an increase in repurchases of common stock and an increase in dividends paid. This increase in cash used in financing activity was partially offset by an increase in the net issuance of commercial paper in the nine months ended February 28, 2026.

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On July 26, 2022, July 23, 2024 and October 28, 2025, Cintas announced that the Board of Directors (the Board) authorized share buyback programs, each for $1.0 billion. T4The July 26, 2022 share buyback plan was completed during the second quarter of fiscal 2026. Neither of the outstanding share buyback programs have an expiration date.

The following table summarizes the share buyback activity by program for the nine months ended February 28:

Buyback Activity

(In thousands except per share data)

Shares

Avg. Price

per Share

Purchase

Price

Shares

Avg. Price

per Share

Purchase

Price

$

$

$

$

—

—

—

—

—

—

—

—

—

$

$

$

$

Shares acquired for taxes due (1)

$

$

$

$

Total repurchase of Cintas common stock

$

$

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

There were no share buybacks in the period subsequent to February 28, 2026, through April 7, 2026. From the inception of the July 23, 2024 share buyback program through April 7, 2026, Cintas has purchased 2.7 million shares of Cintas common stock in the aggregate, at an average price of $189.32 per share, for a total purchase price of $508.9 million. Cintas has made no purchases under the October 28, 2025 share buyback program.

The Board declared the following dividends:

Paid Dividends

Declaration Date

(In millions except per share data)

Record

Date

Payment

Date

Dividend

Per Share

Total

Amount

$

$

$

$

$

$

$

$

Accrued Dividends

$

$

$

$

(1)The dividends declared during the three months ended February 28, 2026 and 2025 were included in current accrued liabilities on the consolidated condensed balance sheet at February 28, 2026 and 2025.

Any future dividend declarations, including the amount of any dividends, are at the discretion of the Board and dependent upon then-existing conditions, including the Company's consolidated results of operations and consolidated financial condition, capital requirements, contractual restrictions, business prospects and other factors that the Board may deem relevant.

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During the nine months ended February 28, 2026, Cintas issued $229.5 million, net of commercial paper.

The following table summarizes Cintas' outstanding debt:

(In thousands)

Interest

Rate

Fiscal Year

Issued

Fiscal Year

Maturity

Debt due within one year

Commercial paper

%

(1)

$

$

—

Total debt due within one year

$

$

—

Debt due after one year

Senior notes

%

$

$

Senior notes

%

Senior notes

%

Senior notes

%

Debt issuance costs

Total debt due after one year

$

$

(1)Variable rate debt instrument. The rate presented is the weighted average variable borrowing rate at February 28, 2026.

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”).

Upon the termination of the Existing Credit Agreement, all of the obligations under the Existing Credit Agreement were terminated. As of February 28, 2026 there was $229.5 million of commercial paper outstanding with a weighted average interest rate of 3.81% and no borrowings on our Existing Credit Agreement. As of May 31, 2025, there was no commercial paper outstanding and no borrowings on our Existing Credit Agreement.

Cintas has certain covenants related to debt agreements. These covenants limit our 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 debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. 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 of the debt covenants for all periods presented.

Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future based on our favorable experiences in the debt markets in the recent past and we expect to access such markets from time to time in the future to fund our cash requirements, including the repayment of short-term and/or long-term obligations. Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of February 28, 2026, our ratings were as follows:

Rating Agency

Outlook

Commercial

Paper

Long-term

Debt

Standard & Poor’s

Stable

A-2

A-

Moody’s Investors Service

Stable

P-2

A3

In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were

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significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected. In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above. The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.

To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, long-term debt and standby letters of credit.

Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas’ Senior Notes

Corp. 2 is the indirectly, wholly owned principal operating subsidiary of Cintas. Corp. 2 is the issuer of the $2,436.6 million aggregate principal amount of senior notes outstanding as of February 28, 2026, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly owned, direct and indirect domestic subsidiaries.

Basis of Preparation of the Summarized Financial Information

The following tables include summarized financial information of Cintas Corporation (Issuer), Corp. 2 and subsidiary guarantors (together, the Obligor Group). Investments in and equity in the earnings of non-guarantors, which are not members of the Obligor Group, have been excluded. Non-guarantor subsidiaries are located outside the U.S., and therefore, excluded from the Obligor Group.

The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with non-guarantors have been presented in separate line items, if they are material. Summarized financial information of the Obligor Group is as follows:

Nine Months Ended

Summarized Consolidated Condensed Statements of Income

(In thousands)

Net sales to unrelated parties

$

$

Net sales to non-guarantors

$

$

Operating income

$

$

Net income

$

$

Summarized Consolidated Condensed Balance Sheets

(In thousands)

ASSETS

Receivables due from non-obligor subsidiaries

$

$

Total other current assets

$

$

Total other noncurrent assets

$

$

LIABILITIES

Amounts due to non-obligor subsidiaries

$

$

Current liabilities

$

$

Noncurrent liabilities

$

$

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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. 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.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, including statements regarding our future business plans and expectations. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “target,” “forecast,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used. Such statements are based upon current expectations of Cintas and speak only as of the date made.

You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. Forward-looking statements in this release include, but are not limited to, statements about the completion and the benefits of the transaction between Cintas and UniFirst (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report.

The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst; the outcome of any legal proceedings that may be instituted against Cintas or UniFirst; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate; any failure to promptly and effectively integrate the businesses of Cintas and UniFirst; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Cintas’ or UniFirst’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by Cintas’ issuance of additional shares of its capital stock in connection with the Transaction; changes in the trading price of Cintas’ or UniFirst’s capital stock; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.

Additional important factors relating to Cintas that could cause actual results to differ from those in forward-looking statements include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions; supply chain constraints and macroeconomic conditions, including inflationary pressures and higher interest rates; T5changes in global trade policies, tariffs, and other measures that could restrict international trade; fluctuations in costs of materials and labor, including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; Cintas' ability to meet its aspirations relating to sustainability opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls over financial reporting; the effect of new accounting pronouncements; risks associated with cybersecurity threats, including disruptions caused by the inaccessibility of computer systems data and cybersecurity risk management; the initiation or outcome of litigation, investigations or other proceedings;

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higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events including global health pandemics; the amount and timing of repurchases of Cintas' common stock, if any; changes in global tax and labor laws; the reactions of competitors in terms of price and service and the other risks and contingencies detailed in Cintas’ most recent Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission.

Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made, except otherwise as required by law. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2025 and in our reports on Forms 10-Q and 8-K. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us, or that we currently believe to be immaterial, may also harm our business.