CINTAS CORP 8-K

What Happened
Cintas Corporation announced on March 10–11, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire UniFirst Corporation through a two-step merger. At the first effective time, each outstanding share of UniFirst common stock (excluding treasury and certain affiliated holdings) will convert into the right to receive $155 in cash plus 0.7720 shares of Cintas common stock. The transaction will result in UniFirst becoming a wholly owned subsidiary of Cintas. Cintas and UniFirst issued a joint press release and investor presentation on March 11, 2026.

Key Details

• Per-share consideration: $155.00 cash + 0.7720 shares of Cintas common stock per UniFirst share.
• Voting support: Cintas entered a Voting Agreement covering UniFirst shares representing approximately two‑thirds of UniFirst’s voting power.
• Closing conditions: require UniFirst shareholder approval (affirmative vote of two‑thirds of combined voting power), NASDAQ approval for Cintas shares to be issued, effectiveness of a Form S-4 registration statement, HSR/other regulatory clearances, and absence of injunctions or material adverse effects.
• Timing and fees: merger agreement can be terminated if not closed by Jan 10, 2027 (with up to two automatic 4‑month extensions in certain circumstances); termination fees include $213.3M payable by UniFirst in specified cases and $350M payable by Cintas in specified cases.
• Equity award treatment: UniFirst unvested/awarded RSUs, SARs and PSUs will be either converted into the merger consideration, cancelled with cash/share conversion, or assumed and converted into comparable Cintas awards under defined formulas.

Why It Matters
This is a material acquisition for Cintas that expands its scale and product/service footprint; it will be paid with a mix of cash and Cintas stock, which means existing Cintas shareholders will experience dilution from new shares issued. The deal is subject to shareholder and regulatory approvals and typical closing risks, so it is not final until conditions are satisfied. Termination fees and a voting agreement covering roughly two‑thirds of UniFirst voting power indicate a significant commitment by the parties, but investors should watch forthcoming proxy/S‑4 filings, regulatory reviews, and any updates on timing, integration plans, and expected benefits.