Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when UNF files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Material Weakness (new) — UniFirst has an unremediated material weakness in internal control over financial reporting disclosed in its FY2025 10-K that remains unresolved.
UniFirst shareholders approve Cintas acquisition with 99.98% support; FTC issues Second Request
Filed June 12, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
-
high
Shareholders overwhelmingly approved the $155.00 cash plus 0.7720 Cintas shares merger consideration, with 99.98% of votes cast in favor, representing ~95% of all outstanding shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
FTC issued Second Request for additional information on June 11, extending the HSR Act waiting period until 30 days after substantial compliance; company still expects H2 2026 closing.
Item 8.01 — Other Events verify on EDGAR → -
high
UniFirst disclosed an unremediated material weakness in internal control over financial reporting from its FY2025 10-K filed October 2025.
Exhibit 99.1 view on EDGAR → -
medium
Shareholders approved merger-related executive compensation on an advisory basis with 85.1% support (40.3M for, 7.1M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
UniFirst shareholders delivered near-unanimous approval for the company's acquisition by Cintas Corporation at a June 11 special meeting, with 99.98% of votes cast favoring the merger. The transaction will pay UniFirst holders $155.00 in cash plus 0.7720 Cintas shares per UniFirst share. Turnout was exceptionally high at 95% of outstanding shares, reflecting strong shareholder engagement on the deal.
The same day, the FTC issued a Second Request for additional information, a deeper level of antitrust review that extends the HSR Act waiting period. UniFirst maintains its expectation for a second-half 2026 closing, suggesting management believes the additional review will not materially delay the transaction. However, the filing also disclosed an unremediated material weakness in internal control over financial reporting from the company's FY2025 10-K—a control deficiency that persists as the merger progresses and warrants monitoring for potential impact on financial reporting quality during the transition period.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
UniFirst’s ability to successfully remediate the material weakness in internal control over financial reporting disclosed in UniFirst’s Annual Report on Form 10-K for the fiscal year ended August 30, 2025, filed with the SEC on October 29, 2025, in an appropriate and timely matter or at all
The filing references a material weakness in internal control over financial reporting that was disclosed in UniFirst's FY2025 10-K filed October 29, 2025. The company's ability to remediate this weakness in a timely manner is cited as a risk factor. This disclosure appears in the forward-looking statements section and indicates an ongoing control deficiency.
Added in current filing · view on EDGAR →
The Company continues to expect the transaction to close in the second half of calendar 2026, subject to customary closing conditions and the receipt of certain regulatory approvals.
UniFirst reaffirmed that the Cintas acquisition is expected to close in the second half of calendar 2026. Closing remains subject to customary conditions and regulatory approvals, which have not yet been obtained.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Shareholders approved UniFirst's merger with Cintas Corporation with 99.98% support; compensation proposal passed with 85.1% approval.
Added in current filing · verify on EDGAR →
Proposal to approve the Agreement and Plan of Merger, dated March 10, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Cintas Corporation (“Cintas”), Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas (“Merger Sub Inc.”), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas (“Merger Sub LLC”). Upon the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub Inc. will merge with and into the Company (the “first merger”), whereupon the separate existence of Merger Sub Inc. will cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Cintas, and (ii) immediately after the first merger, the Company will merge with and into Merger Sub LLC, whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity and a wholly owned subsidiary of Cintas (the “Mergers”, and the proposal, the “Merger Agreement Proposal”). Set forth below are the voting results for the Merger Agreement Proposal, which was approved by the requisite vote of the Company’s shareholders: For | Against | Abstain | Broker Non-Votes | 47,458,203 | 10,251 | 17,219 | --
Shareholders overwhelmingly approved UniFirst's acquisition by Cintas Corporation through a two-step merger structure. The vote was 47,458,203 for, 10,251 against, and 17,219 abstentions, representing 99.98% approval of votes cast. Upon completion, UniFirst will become a wholly owned subsidiary of Cintas through sequential mergers.
Added in current filing · verify on EDGAR →
At the Special Meeting, the total number of shares represented in person or by proxy was 12,113,103 of the 14,532,640 shares of Common Stock of the Company and 3,537,257 of the 3,551,265 shares of Class B Common stock of the Company, in each case outstanding and entitled to vote at the Special Meeting as of the close of business on May 11, 2026, the record date of the Special Meeting. For each proposal presented at the Special Meeting, each share of Common Stock entitled the holder thereof to one vote, and each share of Class B Common Stock entitled the holder thereof to ten votes. Together, these shares represented approximately 95% of the total outstanding shares of Common Stock and shares of Class B Common Stock, voting as a single class, and constituted a quorum to conduct business.
The special meeting achieved 95% shareholder participation, with 12,113,103 of 14,532,640 Common Stock shares and 3,537,257 of 3,551,265 Class B Common Stock shares represented. Class B shares carry ten votes per share versus one vote for Common Stock. The high turnout reflects strong shareholder engagement on the merger decision.
Added in current filing · verify on EDGAR →
Non-binding, advisory proposal to approve certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”). Set forth below are the voting results for the Compensation Proposal, which was approved by the requisite vote of the Company’s shareholders: For | Against | Abstain | Broker Non-Votes | 40,345,244 | 7,077,010 | 63,419 | --
Shareholders approved merger-related executive compensation on an advisory basis with 40,345,244 votes for, 7,077,010 against, and 63,419 abstentions, representing 85.1% approval of votes cast. While non-binding, the vote indicates majority shareholder support for the compensation arrangements tied to the Cintas acquisition.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 11, 2026, each of Cintas and the Company received a request for additional information (the “Second Request”) from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and the Company substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and the Company or terminated earlier by the FTC.
The Federal Trade Commission has issued a Second Request for additional information regarding UniFirst's pending merger with Cintas. This extends the mandatory HSR Act waiting period until 30 days after both parties substantially comply with the request, unless voluntarily extended or terminated early by the FTC. Second Requests are a standard but deeper level of antitrust review that can delay deal closings by several months while the parties produce documents and information.
Added in current filing · verify on EDGAR →
The Company continues to expect that the Mergers will close in the second half of calendar 2026, subject to satisfaction or waiver of customary closing conditions and receipt of certain regulatory approvals.
Despite the FTC's Second Request, UniFirst maintains its expectation that the merger with Cintas will close in the second half of 2026. This suggests the company believes the additional antitrust review will not materially delay the transaction beyond the originally anticipated timeframe, though closing remains subject to regulatory approvals and other customary conditions.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify