XML 29 R17.htm IDEA: XBRL DOCUMENT v3.26.1
Acquisitions
 9 Months Ended
Feb. 28, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and liabilities assumed. The fair value summarized in the table below is reflective of the accumulated fair value, as of the date of each acquisition. Cintas acquired the following number of individually immaterial businesses by reportable operating segment and All Other during the nine months ended February 28:
20262025
Uniform Rental and Facility Services36
First Aid and Safety Services23
All Other1611

The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired during the nine months ended February 28:
(In thousands)20262025
Fair value of tangible assets acquired$2,610 $25,640 
Fair value of service contracts acquired18,825 38,162 
Fair value of other intangibles acquired2,463 6,868 
Net goodwill recognized96,856 155,363 
Total fair value of assets acquired120,754 226,033 
Total fair value of liabilities assumed(409)(2,419)
Total fair value of net assets acquired, net of cash acquired120,345 223,614 
Deferred purchase price consideration(17,660)(24,806)
Total cash consideration for acquisitions, net of cash acquired$102,685 $198,808 

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. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisitions. The majority of goodwill recognized is expected to be deductible for income tax purposes.

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated condensed 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 condensed financial statements.

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). UniFirst is a North American leader in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services. Under the terms of the Merger Agreement, Cintas will acquire all of 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 fully paid and nonassessable Cintas common stock, with no par value.
The completion of the merger (Merger) is subject to certain conditions, including, without limitation: the adoption of the Merger Agreement by UniFirst shareholders; 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 Merger has not closed as of the date of the filing of this Form 10-Q.