CINTAS CORP 8-K

What Happened

• Cintas Corporation announced its pending acquisition of UniFirst Corporation under a merger agreement signed March 10, 2026. The deal calls for a two-step merger (Merger Sub Inc. merged into UniFirst, then UniFirst merged into Merger Sub LLC) that would make UniFirst a wholly owned subsidiary of Cintas.
• On June 11, 2026, the U.S. Federal Trade Commission (FTC) issued a Hart-Scott-Rodino (HSR) Second Request for additional information, extending the HSR waiting period. On June 12, 2026, UniFirst shareholders approved the acquisition at a special meeting. Cintas says it still expects the mergers to close in the second half of calendar 2026, subject to customary closing conditions and regulatory approvals.

Key Details

• Merger Agreement date: March 10, 2026 (Cintas, UniFirst, Merger Sub Inc., Merger Sub LLC).
• FTC action: Second Request issued June 11, 2026 — HSR waiting period extended until 30 days after both parties substantially comply (unless extended or terminated sooner).
• Shareholder approval: UniFirst shareholders approved the acquisition at a special meeting on June 12, 2026.
• Timing: Cintas expects closing in H2 2026, contingent on satisfying or waiving closing conditions and obtaining regulatory approvals.

Why It Matters

• Regulatory review is now an active step in the timeline: the FTC Second Request can delay closing and potentially lead to conditions or remedies that affect the deal terms or timing.
• UniFirst shareholder approval removes a major shareholder hurdle, but regulatory approval remains required.
• For investors, the filing highlights the next key milestones (FTC compliance and any resulting conditions) that could affect timing, potential dilution, integration plans and the expected benefits of the transaction. The 8-K also reiterates standard forward-looking risks tied to closing, integration, regulatory outcomes and other factors.