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NYSE: UNF UNIFIRST CORP 8-K

UniFirst Q3 earnings fall 50% on $20.7M Cintas merger costs; FTC issues Second Request

Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read

5 key changes 4 high relevance 1 section

Key Changes

  • high

    Net income fell 50% to $19.9M and EPS dropped from $2.13 to $1.09, driven by $20.7M in Cintas merger transaction costs plus $5.2M in ERP expenses that together reduced EPS by $1.08.

    Exhibit 99 view on EDGAR →
  • high

    FTC issued Second Request on June 11, 2026, extending regulatory review timeline; transaction now expected to close in second half of calendar 2026 pending FTC approval.

    Exhibit 99 view on EDGAR →
  • high

    Operating margin compressed from 7.9% to 3.6% despite 3.9% revenue growth to $634.4M, as merger and ERP costs reduced operating income by $26.0M.

    Exhibit 99 view on EDGAR →
  • high

    Shareholders approved Cintas merger on June 11, 2026, under terms of $155.00 cash plus 0.7720 Cintas shares per UniFirst share.

    Exhibit 99 view on EDGAR →
  • medium

    Company suspended financial guidance and quarterly conference calls due to pending merger, limiting forward visibility; maintained quarterly dividend but halted share repurchases.

    Exhibit 99 view on EDGAR →

Summary

UniFirst reported Q3 fiscal 2026 results showing the financial impact of its pending Cintas acquisition. While revenues grew 3.9% to $634.4 million on organic strength in the core uniform segment, profitability took a significant hit: net income fell 50% to $19.9 million and diluted EPS dropped from $2.13 to $1.09.

The decline was driven almost entirely by $20.7 million in merger-related legal and advisory fees plus $5.2 million in ERP project costs—together reducing EPS by $1.08. Adjusted for these one-time items, EPS would have been approximately $2.17, indicating the underlying business remains healthy.

The merger itself advanced and encountered a procedural hurdle on the same day: shareholders approved the transaction on June 11, 2026, but the FTC simultaneously issued a Second Request for additional information, a standard but time-consuming step in antitrust review. The deal is now expected to close in the second half of calendar 2026, pending regulatory clearance. UniFirst suspended guidance and earnings calls during the merger process, limiting near-term visibility. The company maintains a strong balance sheet with $168.9 million in cash and no debt, and continued its quarterly dividend while pausing share repurchases. For holders, the key watch item is FTC approval timing—the Second Request extends the review but does not signal opposition.

Section-by-Section Diff

Event · Exhibit 99

4 Added
Added Q3 FY2026 earnings high

Added in current filing · view on EDGAR →

Consolidated revenues increased 3.9% to $634.4 million compared to $610.8 million in the third quarter of fiscal 2025, driven by organic growth in the core Uniform & Facility Service Solutions segment. •Operating income and Adjusted EBITDA were $23.0 million and $82.6 million, respectively, compared to $48.2 million and $85.8 million, respectively, in the third quarter of fiscal 2025. •Operating margin was 3.6% compared to 7.9% in the prior year period. •Net income was $19.9 million compared to $39.7 million in the prior year period and diluted earnings per share was $1.09 compared to $2.13 in the prior year period.

UniFirst reported Q3 fiscal 2026 revenues of $634.4 million, up 3.9% year-over-year, driven by organic growth in its core uniform segment. However, operating income fell 52% to $23.0 million and operating margin compressed from 7.9% to 3.6%. Net income declined 50% to $19.9 million and diluted EPS fell from $2.13 to $1.09. The margin compression was primarily driven by $20.7 million in merger-related costs associated with the pending Cintas acquisition, plus $5.2 million in ERP project costs.

Added Merger-related costs high

Added in current filing · view on EDGAR →

The Company’s results for the third quarter of fiscal 2026 included approximately $20.7 million of costs associated with the proposed merger with Cintas Corporation (“Cintas”), consisting primarily of legal, advisory and other professional service fees (“Transaction-related Costs”). In addition, the Company’s results for the third quarter of fiscal 2026 and 2025 included approximately $5.2 million and $1.0 million, respectively, of costs related to its enterprise resource planning project (“Key Initiative”). In the third quarter of fiscal 2026 and 2025, these costs decreased: •Operating income by $26.0 million and $1.0 million, respectively. •Adjusted EBITDA by $5.2 million and $1.0 million, respectively. •Net income by $19.6 million and $0.7 million, respectively. •Diluted earnings per share by $1.08 and $0.04, respectively.

UniFirst incurred $20.7 million in transaction-related costs for the pending Cintas merger, consisting primarily of legal, advisory, and professional fees. Combined with $5.2 million in ERP project costs, these items reduced Q3 operating income by $26.0 million, net income by $19.6 million, and diluted EPS by $1.08. Without these costs, adjusted diluted EPS would have been approximately $2.17 versus $1.09 reported.

Added Guidance and conference call suspension medium

Added in current filing · view on EDGAR →

As previously announced, due to the pending transaction with Cintas, UniFirst is no longer providing financial guidance or hosting quarterly conference calls regarding its financial results.

UniFirst announced it has suspended financial guidance and quarterly earnings conference calls due to the pending Cintas merger. This limits forward-looking visibility for investors until the transaction closes or is terminated.

Added Balance sheet and capital allocation medium

Added in current filing · view on EDGAR →

•Cash, cash equivalents and short-term investments were $168.9 million, and the Company had no long-term debt outstanding as of May 30, 2026. •The Company did not repurchase any shares of its Common Stock in the third quarter of fiscal 2026. •The Company declared a quarterly cash dividend of $0.365 per Common Stock share and $0.292 per Class B Common Stock on April 14, 2026.

UniFirst ended Q3 with $168.9 million in cash and short-term investments and zero long-term debt. The company suspended share repurchases during the quarter, likely due to the pending merger, but maintained its quarterly dividend of $0.365 per common share and $0.292 per Class B share.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify