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Get filing alertsStanding Risk Factors
- Material Weakness (improved) — Material weakness scope narrowed from plural 'weaknesses' affecting all IT systems to singular 'weakness' affecting specific CRM and legacy applications; partial remediation achieved with timeline extended to FY2027.
- Disclosure Controls Not Effective (unchanged) — Filing states that management concluded the company's disclosure controls and procedures were not effective. The same conclusion appeared in the baseline filing.
- Unaccrued Loss Contingency (unchanged) — Filing discloses a $84.7 million contingency (loss "neither probable nor remote"; unable to estimate a range) that is not accrued. the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $17.0 million, plus surcharges, fines and penalties of over $67.7 million fo
UniFirst Q3 operating margin falls to 3.6% on $20.7M Cintas merger costs; deal awaits FTC clearance
Filed July 8, 2026 · Period ending May 30, 2026 · Compared to 10-Q Jul 9, 2025 · ~2 min read
Key Financials
SEC XBRL| Metric | PriorMay 31, 2025 | CurrentMay 30, 2026 | Δ |
|---|---|---|---|
| Revenue | $610.8M | $634.4M | ▲ +3.9% |
| Net income | $39.7M | $19.9M | ▼ -49.8% |
| Diluted EPS | $2.13 | $1.09 | ▼ -48.8% |
| Operating income | $48.2M | $23.0M | ▼ -52.2% |
| Cash & equivalents | $211.9M | $163.2M | ▼ -23.0% |
| Total assets | $2.8B | $2.8B | ▲ +2.2% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. verify on EDGAR →
Key Number Changes
Prior filing · view on EDGAR → · paraphrased
Operating income $ 48,177 $ 48,450 $ (273) (0.6) % Operating income margin 7.9 % 8.0 %
Current filing · view on EDGAR →
Operating income $ 23,030 $ 48,177 $ (25,147) (52.2) % Operating income margin 3.6 % 7.9 %
Prior filing · verify on EDGAR →
Selling and administrative expenses | $ 142,690 | $ 129,074 | $ 13,616 | 10.5% | % of Revenues | 23.4% | 21.4%
Current filing · view on EDGAR →
Selling and administrative expenses $ 175,925 $ 142,690 $ 33,235 23.3 % % of Revenues 27.7 % 23.4 %
Prior filing · verify on EDGAR →
Pursuant to the share repurchase program, we repurchased 142,578 shares of our Common Stock for an aggregate of approximately $25.6 million during the thirty-nine weeks ended May 31, 2025. As of May 31, 2025, we had $86.4 million remaining to repurchase shares under the share repurchase program.
Current filing · verify on EDGAR →
Pursuant to the share repurchase program, we repurchased 194,100 shares of our Common Stock for an aggregate of approximately $31.7 million during the thirty-nine weeks ended May 30, 2026. As of May 30, 2026, we had $8.9 million remaining to repurchase shares under the share repurchase program.
Prior filing · verify on EDGAR →
Cash and cash equivalents, and short-term investments totaled $211.9 million as of May 31, 2025, an increase of $36.8 million from $175.1 million as of August 31, 2024.
Current filing · verify on EDGAR →
Cash and cash equivalents, and short-term investments totaled $168.9 million as of May 30, 2026, a decrease of $40.3 million from $209.2 million as of August 30, 2025.
Prior filing · verify on EDGAR →
Net cash provided by operating activities $ 196,481 | $ 193,012 | $ 3,469 | 1.8%
Current filing · view on EDGAR →
Net cash provided by operating activities $ 139,350 $ 196,481 $ (57,131) (29.1) %
Prior filing · verify on EDGAR →
Balance as of May 31, 2025 | $ 30,808
Current filing · view on EDGAR →
Balance as of May 30, 2026 $ 30,547
Prior filing · verify on EDGAR →
Balance as of May 31, 2025 | $ 18,116
Current filing · view on EDGAR →
Balance as of May 30, 2026 $ 19,309
Prior filing · verify on EDGAR →
During the thirty-nine weeks ended May 31, 2025, there was a net increase in unrecognized tax position of $1.0 million related to existing reserves.
Current filing · verify on EDGAR →
During the thirty-nine weeks ended May 30, 2026, unrecognized tax positions increased by $3.3 million due to changes in existing reserves.
Prior filing · verify on EDGAR →
The Company’s effective tax rate for the thirteen weeks ended May 31, 2025 was 25.7% as compared to 22.9% for the corresponding period in the prior year. The Company’s effective tax rate for the thirty-nine weeks ended May 31, 2025 was 25.5% as compared to ... 23.8% for the corresponding period in the prior year. The increase in the effective tax rate for the thirteen and thirty-nine weeks ended May 31, 2025 was due primarily to the Company's favorable adjustments to tax reserves during the corresponding prior periods.
Current filing · verify on EDGAR →
The Company’s effective tax rate for the thirteen weeks ended May 30, 2026 was 18.5% as compared to 25.7% for the corresponding period in the prior year. The Company’s effective tax rate for the thirty-nine weeks ended May 30, 2026 was 24.3% as compared to 25.5% for the corresponding period in the prior year. The decrease in the effective tax rate for both periods was primarily due to provision-to-return adjustments associated with income tax credits recognized upon finalization of the prior-year U.S. federal income tax return. These adjustments reflect refinement of estimates used in the prior year tax provision and resulted in a benefit of approximately $3.1 million.
Key Changes
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Unaccrued contingency of $84.7 million: filing states a loss is "neither probable nor remote" and management is unable to estimate a range — nothing is accrued.
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high
Operating income fell 52.2% to $23.0M (3.6% margin) from $48.2M (7.9% margin) in Q3 FY25, driven by $20.7M of merger-related legal and advisory fees. Excluding transaction costs, operating margin would have been approximately 7.0%, still below prior year.
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high
Cintas merger agreement signed March 10, 2026 provides $155 cash plus 0.7720 Cintas shares per UniFirst share. FTC issued Second Request on June 11, 2026; deal must close by January 10, 2027 (extendable to May/September 2027) or face potential $213.3M termination fee.
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high
Material weakness scope narrowed from all IT systems to specific CRM and legacy applications. ITGCs for legacy ERP platform now remediated; revenue/receivables controls expected resolved by end of FY26, but inventory/merchandise-in-service controls may extend into FY27.
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high
Operating cash flow fell 29.1% to $139.4M from $196.5M in the prior-year nine months, driven by unfavorable changes in rental merchandise in service ($19.7M), inventories ($11.0M), accounts receivable ($7.0M), and lower profitability.
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medium
Segment reporting reorganized from five segments to three: Uniform & Facility Service Solutions (consolidates former Core Laundry Operations and cleanroom), First Aid & Safety Solutions, and Other (nuclear business). Prior periods recast to conform.
Summary
UniFirst's third quarter was dominated by the pending Cintas acquisition, which drove $20.7 million in transaction costs and compressed operating margin to 3.6% from 7.9% in the prior year. The merger agreement, signed March 10, 2026, values each UniFirst share at $155 cash plus 0.7720 Cintas shares, but faces regulatory scrutiny: the FTC issued a Second Request on June 11, 2026, extending the review process. The deal must close by January 10, 2027 (with potential extensions to May or September 2027), or UniFirst could owe a $213.3 million termination fee. Shareholder approval was obtained, but the fixed exchange ratio exposes UniFirst holders to Cintas stock price risk between now and closing. Beyond the merger, UniFirst made progress on its multi-year material weakness remediation. The scope narrowed from all IT systems to specific CRM and legacy applications, with ITGCs for the legacy ERP platform now successfully addressed. Management expects to fully remediate revenue and receivables controls by the end of fiscal 2026, but inventory and merchandise-in-service controls will likely extend into fiscal 2027 due to testing requirements. A new warehouse management system was implemented in Q3, and the company is investing in Oracle Cloud ERP as part of broader IT modernization. Operating cash flow fell 29.1% to $139.4 million, driven by unfavorable working capital changes and lower profitability. The company repurchased $31.7 million of stock year-to-date, leaving $8.9 million in remaining authorization. Watch for FTC clearance timing and any updates to the merger timeline in the next quarter.Section-by-Section Diff
Controls
~1,100 words (+20% vs prior)Material weakness scope narrowed from all IT systems to specific CRM and legacy apps; partial remediation achieved with timeline extended to FY2027.
Previous filing · verify on EDGAR →
we previously identified material weaknesses that include design and operating deficiencies in the manage change and manage access processes impacting all financially relevant business processes.
Current filing · verify on EDGAR →
we previously identified a material weakness related to our CRM system which affected revenue and receivables as well as a group of legacy applications which affected revenue and receivables, supply inventory and merchandise in service.
The material weakness disclosure changed from plural 'weaknesses' affecting all financially relevant business processes to a singular 'weakness' scoped to specific systems: CRM (revenue/receivables) and certain legacy applications (revenue/receivables, supply inventory, merchandise in service). This represents a narrowing of the identified control deficiency scope.
Added in current filing · verify on EDGAR →
As a result of these efforts, we have made significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed ITGCs for several key financial systems, including our legacy ERP platform and supporting tools and utilities.
The company now reports concrete remediation achievements, specifically that IT general controls for several key financial systems including the legacy ERP platform have been successfully addressed. The baseline contained only planned actions without progress updates.
Added in current filing · verify on EDGAR →
our plan at this time is to fully remediate the identified material weakness in the CRM and legacy applications affecting revenue and accounts receivable by the end of fiscal 2026. Our ability to fully remediate controls affecting inventory and merchandise in service will be affected by the timing of the design of controls and our ability to test a sufficient number of instances. Although we remain focused on progressing these activities, we currently believe that some of the testing will not be completed until fiscal 2027.
The company now provides specific remediation timelines: revenue/receivables controls expected remediated by end of FY2026, but inventory/merchandise-in-service controls likely extending into FY2027 due to testing requirements. The baseline provided no timeline estimates.
Added in current filing · verify on EDGAR →
During our third quarter, we implemented a new warehouse management system and are in the process of finalizing the design of our internal controls that depend on that system and expect to do so by the end of the fiscal year.
The company implemented a new warehouse management system in Q3 FY2026 and is designing related internal controls, expected to be finalized by fiscal year-end. This represents new IT infrastructure affecting inventory controls.
Added in current filing · verify on EDGAR →
At the same time, we are investing in broader IT system improvements, including the implementation and eventual development of Oracle Cloud ERP.
The company disclosed a new Oracle Cloud ERP implementation project as part of broader IT system improvements. This represents a significant technology investment not previously disclosed in the controls section.
Show 2 minor / wording changes
Previous filing · verify on EDGAR →
implementing an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access management
Current filing · verify on EDGAR →
progressing our implementation of an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access.
The IAM system description changed from 'implementing' to 'progressing our implementation', indicating the project is underway but not yet complete. This reflects ongoing rather than newly-initiated work.
Removed from previous filing · verify on EDGAR →
the hiring of our new Chief Information and Technology Officer, which occurred during the first quarter of fiscal 2025, who is overseeing and informing the remediation actions.
The baseline mentioned the hiring of a new CIO in Q1 FY2025 as a remediation action; this reference was removed from the current filing, likely because the hire is now integrated into operations and no longer newsworthy.
MD&A
~9,800 words (+5% vs prior)Q3 FY26 MD&A adds extensive merger-agreement disclosure, $20.7M transaction costs, and material-weakness remediation progress; operating margin fell to 3.6%.
Added in current filing · view on EDGAR →
On March 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”). Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the merger of the Company with and into Merger Sub Inc., each share of (i) our common stock, par value $0.10 per share, and (ii) our Class B common stock, par value $0.10 per share, (clauses (i) and (ii) “Common Stock”) issued and outstanding immediately prior to the effective time of this merger (other than shares of our Common Stock held in our treasury or held directly by a subsidiary of the Company, Cintas, Merger Sub Inc. or Merger Sub LLC) will convert into the right to receive: $155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock.
UniFirst disclosed a definitive merger agreement with Cintas signed March 10, 2026. Each UniFirst share will convert to $155 cash plus 0.7720 Cintas shares. The transaction is subject to regulatory, shareholder, and other closing conditions. This is the company's first disclosure of the merger in MD&A.
Added in current filing · view on EDGAR →
We have incurred costs associated with the proposed merger with Cintas, consisting primarily of legal, advisory and other professional service fees (“Transaction-related Costs”), which have been included within selling and administrative expenses in the Consolidated Statements of Income. During the thirteen weeks ended May 30, 2026, we recognized $20.7 million of Transaction-related Costs.
The company incurred $20.7 million of merger-related legal, advisory, and professional fees in Q3 FY26, recorded in selling and administrative expenses. These one-time costs contributed to the 23.3% increase in SG&A and the sharp decline in operating margin.
Added in current filing · verify on EDGAR →
As mentioned and described in Note 13, “Segment Reporting,” beginning with the fourth quarter of fiscal 2025, we reorganized our business into three reportable operating segments based on the information reviewed by our Chief Executive Officer: Uniform & Facility Service Solutions, First Aid & Safety Solutions and Other. Refer to Note 13, “Segment Reporting” to our Consolidated Financial Statements for our disclosure of segment information. We have recast certain prior period segment results to conform with the current presentation.
UniFirst reorganized from five segments (U.S./Canadian Rental, MFG, Specialty Garments, First Aid, Corporate) to three (Uniform & Facility Service Solutions, First Aid & Safety Solutions, Other) starting Q4 FY25. Prior periods were recast. The new structure consolidates the former Core Laundry Operations and cleanroom into one segment; nuclear operations now stand alone.
Previous filing · view on EDGAR → · paraphrased
Operating income $ 48,177 $ 48,450 $ (273) (0.6) % Operating income margin 7.9 % 8.0 %
Current filing · view on EDGAR →
Operating income $ 23,030 $ 48,177 $ (25,147) (52.2) % Operating income margin 3.6 % 7.9 %
Q3 FY26 operating income fell 52.2% year-over-year to $23.0 million (3.6% margin) from $48.2 million (7.9% margin) in Q3 FY25. The decline was driven by $20.7 million of transaction costs, higher ERP project expenses ($5.2M vs $1.0M), and increased payroll and healthcare claims. Excluding transaction costs, operating margin would have been approximately 7.0%, still below the prior year.
Previous filing · verify on EDGAR →
Selling and administrative expenses | $ 142,690 | $ 129,074 | $ 13,616 | 10.5% | % of Revenues | 23.4% | 21.4%
Current filing · view on EDGAR →
Selling and administrative expenses $ 175,925 $ 142,690 $ 33,235 23.3 % % of Revenues 27.7 % 23.4 %
Q3 FY26 SG&A rose 23.3% to $175.9 million (27.7% of revenue) from $142.7 million (23.4%) in Q3 FY25. The increase was driven by $20.7 million of transaction costs, $4.2 million higher ERP project costs, and increased payroll, healthcare claims, and digital-transformation investments. Prior-year Q3 FY25 SG&A included $5.7 million of advisory and legal costs for a strategic matter and employee matter.
Previous filing · verify on EDGAR →
Pursuant to the share repurchase program, we repurchased 142,578 shares of our Common Stock for an aggregate of approximately $25.6 million during the thirty-nine weeks ended May 31, 2025. As of May 31, 2025, we had $86.4 million remaining to repurchase shares under the share repurchase program.
Current filing · verify on EDGAR →
Pursuant to the share repurchase program, we repurchased 194,100 shares of our Common Stock for an aggregate of approximately $31.7 million during the thirty-nine weeks ended May 30, 2026. As of May 30, 2026, we had $8.9 million remaining to repurchase shares under the share repurchase program.
Year-to-date through Q3 FY26, UniFirst repurchased 194,100 shares for $31.7 million (vs 142,578 shares for $25.6 million in the prior year). Remaining authorization fell to $8.9 million from $86.4 million, reflecting the $32.7 million of program repurchases during the nine months (the $4.7 million tax-withholding payment is a separate cash flow and does not reduce authorization).
Previous filing · verify on EDGAR →
Cash and cash equivalents, and short-term investments totaled $211.9 million as of May 31, 2025, an increase of $36.8 million from $175.1 million as of August 31, 2024.
Current filing · verify on EDGAR →
Cash and cash equivalents, and short-term investments totaled $168.9 million as of May 30, 2026, a decrease of $40.3 million from $209.2 million as of August 30, 2025.
Cash and short-term investments fell $40.3 million year-to-date to $168.9 million (vs a $36.8 million increase in the prior year). The decline was driven by $107.0 million of capex, $32.7 million of share repurchases, $18.8 million of dividends, and $15.8 million for acquisitions, partially offset by $139.4 million of operating cash flow.
Previous filing · verify on EDGAR →
Net cash provided by operating activities $ 196,481 | $ 193,012 | $ 3,469 | 1.8%
Current filing · view on EDGAR →
Net cash provided by operating activities $ 139,350 $ 196,481 $ (57,131) (29.1) %
Year-to-date operating cash flow fell 29.1% to $139.4 million from $196.5 million in the prior year. The decline was driven by unfavorable changes in rental merchandise in service ($19.7M), inventories ($11.0M), accounts receivable ($7.0M), and lower profitability, partially offset by favorable changes in accounts payable ($10.8M) and accrued liabilities ($4.0M).
Added in current filing · verify on EDGAR →
The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst; the outcome of any legal proceedings that may be instituted against Cintas or UniFirst; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate; any failure to promptly and effectively integrate the businesses of Cintas and UniFirst; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Cintas’ or UniFirst’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by Cintas’ issuance of additional shares of its capital stock in connection with the Transaction; changes in the trading price of Cintas’ or UniFirst’s capital stock; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.
The safe-harbor section now includes a detailed paragraph of merger-specific risks: deal termination, regulatory/shareholder approval delays, integration challenges, cost overruns, customer/employee reactions, stock-price volatility, and management distraction. These risks were absent from the prior-year filing, which contained only general operational and economic risk factors.
Previous filing · view on EDGAR →
Our management is committed to maintaining a strong internal control environment. In response to the material weaknesses described above, management is continuing to take actions to remediate the material weaknesses in internal control over financial reporting. The intended remediation actions include: (i) reassessing and redesigning our manage change and manage access processes and controls, (ii) enhanced oversight and involvement from our Business Processes, Risk and Controls group, which we created in the second quarter of fiscal 2024, (iii) strengthening our internal policies related to IT general controls (“ITGCs”), (iv) enhanced training and awareness programs addressing ITGCs and policies, including further education of control owners regarding the principles and requirements of each control, (v) implementing an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access management, and (vi) the hiring of our new Chief Information and Technology Officer, which occurred during the first quarter of fiscal 2025, who is overseeing and informing the remediation actions. We are currently progressing these actions and believe that when fully implemented will remediate the material weaknesses, however, as we continue to evaluate and improve the applicable controls, management may determine that additional remediation measures are required. The material weaknesses will not be considered remediated until applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management is committed to successfully remediating the material weaknesses as promptly as possible.
Current filing · view on EDGAR →
As a result of these efforts, we have made significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed ITGCs for several key financial systems, including our legacy ERP platform and supporting tools and utilities. We have advanced remediation efforts related to deficiencies in change management and access management for our CRM system and certain legacy applications related to revenue and accounts receivable, and certain legacy systems related to supply inventory and merchandise in service. We have begun testing the operating effectiveness of these controls. During our third quarter, we implemented a new warehouse management system and are in the process of finalizing the design of our internal controls that depend on that system and expect to do so by the end of the fiscal year. Our focus remains on resolving the design and operational issues tied to change and access management in both the CRM and other legacy applications. At the same time, we are investing in broader IT system improvements, including the implementation and eventual development of Oracle Cloud ERP. While unanticipated delays and complexities may extend the timeline, our plan at this time is to fully remediate the identified material weakness in the CRM and legacy applications affecting revenue and accounts receivable by the end of fiscal 2026. Our ability to fully remediate controls affecting inventory and merchandise in service will be affected by the timing of the design of controls and our ability to test a sufficient number of instances. Although we remain focused on progressing these activities, we currently believe that some of the testing will not be completed until fiscal 2027.
The current filing provides a detailed status update on material-weakness remediation: ITGCs for legacy ERP and supporting systems are now remediated; CRM and legacy-app change/access controls are in testing; a new warehouse management system was implemented in Q3 with control design in progress. Management expects to remediate revenue/receivables controls by end of FY26, but inventory/merchandise-in-service controls may extend into FY27 due to testing requirements. The prior-year filing described only the intended remediation actions without progress milestones.
Previous filing · verify on EDGAR →
In fiscal 2022, we initiated a multiyear ERP project that we plan to continue through 2027, with early phases focused on master data management and finance capabilities followed by subsequent phases with a strong focus on supply chain and procurement automation and technology. We believe that this initiative will become the core of our systems technology footprint and will integrate and complement the capabilities of the CRM system. We expect the ERP system, and the new supply chain and procurement capabilities that it will provide to enable lower operating costs and reduce customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. As of May 31, 2025, we capitalized $38.6 million related to our ERP project.
Current filing · verify on EDGAR →
In fiscal 2022, we initiated a multi-year ERP project focused on modernizing our enterprise systems. Early phases focused on master data management and finance capabilities, with subsequent phases focused on supply chain and procurement automation and technology. We believe this initiative will become the foundation of our systems technology footprint and will integrate and complement the capabilities of our other core systems. We expect the ERP system, along with its enhanced supply chain and procurement capabilities, to reduce operating costs and contribute to lower customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. As of May 30, 2026, we capitalized $62.3 million related to our ERP project.
Capitalized ERP costs increased from $38.6 million (Q3 FY25) to $62.3 million (Q3 FY26), a $23.7 million increase reflecting continued investment. The current filing removed the explicit "through 2027" timeline, suggesting the project may extend beyond that date or the company is no longer committing to a specific end date. The description of expected benefits is substantively unchanged.
Show 1 minor / wording change
Removed from previous filing · verify on EDGAR →
The increase in selling and administrative costs during the thirteen weeks ended May 31, 2025 compared to the prior year comparable period was due primarily to higher healthcare claims expense and approximately $5.7 million of expense related to advisory costs for a strategic matter and legal costs related to an employee matter.
Prior-year Q3 FY25 SG&A included $5.7 million of advisory costs for a strategic matter and legal costs for an employee matter. The current-year filing does not reference these costs, suggesting they were one-time expenses that did not recur in Q3 FY26. The strategic matter was likely related to the merger process that culminated in the March 2026 agreement.
Notes
~11,200 words (-21% vs prior)Added merger agreement disclosure; reorganized segment reporting from five to three segments; updated accounting pronouncements and credit facility.
Added in current filing · view on EDGAR →
On March 10, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cintas Corporation (“Parent” or “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”). Subject to the terms and conditions of the Merger Agreement, Merger Sub Inc. will be merged 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 of the First Merger and a wholly owned subsidiary of Parent and immediately after the First Merger, the Company will be merged with and into Merger Sub LLC (the “Second Merger,” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity of the Second Merger and a wholly owned subsidiary of Parent. At the effective time of the First Merger, each share of (i) common stock, par value $0.10 per share, and (ii) Class B common stock, par value $0.10 per share, of the Company (clauses (i) and (ii), “Common Stock”) issued and outstanding immediately prior to the effective time of the First Merger (other than shares of the Company’s Common Stock held in the Company’s treasury or held directly by a subsidiary of the Company, Cintas, Merger Sub Inc. or Merger Sub LLC) will convert into the right to receive: $155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock.
The current filing discloses a definitive merger agreement with Cintas Corporation announced March 10, 2026. Shareholders will receive $155.00 cash plus 0.7720 Cintas shares per UniFirst share. The merger was approved by shareholders on June 11, 2026, and is subject to regulatory approval (FTC issued a Second Request on June 11, 2026). The agreement includes termination fees: $213.3 million payable by UniFirst and $350.0 million payable by Cintas under specified circumstances. The merger must close by January 10, 2027, with potential extensions.
Added in current filing · verify on EDGAR →
During the thirteen weeks ended May 30, 2026, the Company incurred approximately $20.7 million of Transaction-related Costs (as defined below) associated with the proposed merger with Cintas. These costs consisted primarily of legal, advisory and other professional service fees (“Transaction-related Costs”) and are included within selling and administrative expenses in the Consolidated Statements of Income.
The company incurred $20.7 million in merger-related costs during the third quarter of fiscal 2026, consisting of legal, advisory, and professional fees. These costs are expensed as incurred and flow through selling and administrative expenses, reducing operating income.
Previous filing · verify on EDGAR →
The Company has six operating segments based on the information reviewed by its Chief Executive Officer: U.S. Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Specialty Garments, First Aid and Corporate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form the U.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company has five reporting segments.
Current filing · view on EDGAR →
Beginning with the fourth quarter of 2025, the Company reorganized its business into three reportable operating segments: Uniform & Facility Service Solutions: This reporting segment consolidates the former U.S. and Canadian Rental and Cleaning, MFG and Corporate segments and includes our cleanroom solutions, which was previously part of the Specialty Garments reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. The segment, through our cleanroom solutions, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations. Additionally, Uniform & Facility Service Solutions consists of our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense. First Aid & Safety Solutions: We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services, non-prescription medicines and safety supplies, and provides certain safety training. Other: This reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom business. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.
The company reorganized from five reporting segments (U.S. and Canadian Rental and Cleaning, MFG, Corporate, Specialty Garments, First Aid) to three segments beginning in Q4 FY2025. The new structure consolidates Core Laundry Operations into "Uniform & Facility Service Solutions," renames First Aid to "First Aid & Safety Solutions," and creates an "Other" segment for the nuclear business. Cleanroom operations moved from Specialty Garments to Uniform & Facility Service Solutions. This reflects how the CEO now assesses performance and allocates resources. Prior periods were recast to conform to the new presentation.
Added in current filing · verify on EDGAR →
On August 12, 2025, the Company entered into an amended and restated $300.0 million unsecured revolving credit agreement, (the “Credit Agreement”) with a syndicate of banks, which matures on August 12, 2030. Under the Credit Agreement, the Company is able to borrow funds at variable interest rates based on, at the Company’s election, the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus in each case a spread based on the Company’s consolidated funded debt ratio. Provided there is no default or event of default under the Credit Agreement and the Company is in compliance with its financial covenants on a pro forma basis, the Company may request an increase in the aggregate commitments under the Credit Agreement (in the form of revolving or term tranches) of up to an additional $100.0 million, for a total aggregate commitment of up to $400.0 million.
The company amended and restated its credit facility on August 12, 2025. The new facility increased the commitment from $275.0 million to $300.0 million, extended the maturity from March 26, 2026 to August 12, 2030, and refreshed the accordion feature to allow up to $400.0 million total capacity (up from $375.0 million). The facility continues to use SOFR-based pricing. As of May 30, 2026, the company had no borrowings outstanding and $198.0 million available (after $102.0 million in letters of credit).
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The Company’s effective tax rate for the thirteen weeks ended May 31, 2025 was 25.7% as compared to 22.9% for the corresponding period in the prior year. The Company’s effective tax rate for the thirty-nine weeks ended May 31, 2025 was 25.5% as compared to ... 23.8% for the corresponding period in the prior year. The increase in the effective tax rate for the thirteen and thirty-nine weeks ended May 31, 2025 was due primarily to the Company's favorable adjustments to tax reserves during the corresponding prior periods.
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The Company’s effective tax rate for the thirteen weeks ended May 30, 2026 was 18.5% as compared to 25.7% for the corresponding period in the prior year. The Company’s effective tax rate for the thirty-nine weeks ended May 30, 2026 was 24.3% as compared to 25.5% for the corresponding period in the prior year. The decrease in the effective tax rate for both periods was primarily due to provision-to-return adjustments associated with income tax credits recognized upon finalization of the prior-year U.S. federal income tax return. These adjustments reflect refinement of estimates used in the prior year tax provision and resulted in a benefit of approximately $3.1 million.
The effective tax rate decreased to 18.5% for Q3 FY2026 (from 25.7% in Q3 FY2025) and to 24.3% for the nine months of FY2026 (from 25.5% in the prior-year period). The decrease was driven by a $3.1 million benefit from provision-to-return adjustments related to income tax credits recognized upon finalizing the prior-year federal return. This is a favorable discrete item that reduced the tax rate.
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In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the guidance in ASC 350-40 to modernize the recognition and disclosure framework for internal-use software costs by eliminating the previous “development stage” model and introducing a more principles- and judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
The current filing discloses a new accounting standard (ASU 2025-06) issued in September 2025 that changes how companies account for internal-use software costs. The standard eliminates the previous "development stage" model and introduces a more principles-based approach. It becomes effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The company is evaluating the impact.
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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
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In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company has evaluated the provisions of this ASU and does not expect its adoption to have a material impact on the Company's consolidated financial statements other than requiring additional income tax disclosures.
The company completed its evaluation of ASU 2023-09 (income tax disclosure enhancements). The baseline stated the company was "currently evaluating" the impact; the current filing states the company "has evaluated the provisions" and does not expect a material impact other than requiring additional income tax disclosures. This reflects completion of the assessment process.
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Balance as of May 31, 2025 | $ 30,808
Current filing · view on EDGAR →
Balance as of May 30, 2026 $ 30,547
The environmental liability decreased from $30.8 million as of May 31, 2025 to $30.5 million as of May 30, 2026. The decrease reflects costs incurred ($1.3 million), insurance proceeds ($0.2 million), interest accretion ($1.1 million), changes in discount rates (-$0.1 million), and revisions in estimates ($0.5 million). The liability covers remediation and monitoring at multiple sites.
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Balance as of May 31, 2025 | $ 18,116
Current filing · view on EDGAR →
Balance as of May 30, 2026 $ 19,309
The asset retirement obligation (primarily for decommissioning nuclear laundry facilities) increased from $18.1 million as of May 31, 2025 to $19.3 million as of May 30, 2026. The increase reflects accretion expense ($0.8 million) and a small foreign exchange impact, partially offset by costs incurred ($6,000). The baseline included a change in estimate that reduced the liability by $0.6 million; no such revision occurred in the current period.
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During the thirty-nine weeks ended May 31, 2025, there was a net increase in unrecognized tax position of $1.0 million related to existing reserves.
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During the thirty-nine weeks ended May 30, 2026, unrecognized tax positions increased by $3.3 million due to changes in existing reserves.
Unrecognized tax positions increased by $3.3 million during the thirty-nine weeks ended May 30, 2026, compared to a $1.0 million increase in the prior-year period. Both increases relate to changes in existing reserves. The larger increase in the current period may reflect additional uncertainty or new positions taken.
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The assets or liabilities measured at fair value on a recurring basis are summarized in the tables below (in thousands): May 31, 2025 | August 31, 2024 | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | Assets: | Short-term investments | $ — | $ — | $ — | $ — | $ — | $ 13,505 | $ — | $ 13,505 | Pension plan assets | — | 2,523 | — | 2,523 | — | 3,108 | — | 3,108 Non-qualified deferred compensation plan assets — | 4,422 | — | 4,422 | — | 3,295 | — | 3,295 | Foreign currency forward contracts | — | 93 | — | 93 | — | 117 | — | 117 | Total assets at fair value | $ — | $ 7,038 | $ — | $ 7,038 | $ — | $ 20,025 | $ — | $ 20,025 | Liabilities: Non-qualified deferred compensation plan liability $ — | $ 2,583 | $ — | $ 2,583 | $ — | $ 1,605 | $ — | $ 1,605 | Total liabilities at fair value | $ — | $ 2,583 | $ — | $ 2,583 | $ — | $ 1,605 | $ — | $ 1,605
The current filing omits the detailed fair value measurements table (Note 5 in the baseline). The baseline disclosed fair values for short-term investments, pension plan assets, NQDC plan assets and liabilities, and foreign currency forward contracts, with a three-level hierarchy. The current filing still references these items in other notes (e.g., NQDC plan assets of $5.7 million and liabilities of $3.5 million as of May 30, 2026) but does not present the formal fair value hierarchy table. This is a disclosure simplification, not a change in the underlying assets or liabilities.
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The Company uses derivative financial instruments to mitigate its exposure to fluctuations in foreign currencies on certain forecasted transactions denominated in foreign currencies. U.S. GAAP requires that all of the Company’s derivative instruments be recorded on the balance sheet at fair value. All subsequent changes in a derivative’s fair value are recognized in income, unless specific hedge accounting criteria are met. Derivative instruments that qualify for hedge accounting are classified as a hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction. Changes in the fair value of a derivative that is highly effective and designa
The current filing omits the standalone "Derivative Instruments and Hedging Activities" note (Note 6 in the baseline). The baseline provided detailed discussion of the company's use of foreign currency forward contracts to hedge Canadian dollar-denominated sales, hedge accounting criteria, and fair value measurement. The current filing still discloses derivative activity in the accumulated other comprehensive loss rollforward (changes in fair value of derivatives) and references forward contracts in the fair value discussion, but does not provide the detailed policy and hedge accounting narrative. This is a disclosure simplification.
Risk Factors
~3,900 words (+1066% vs prior)Added 10 new risks related to pending Cintas acquisition; removed tariff risk factor from prior period.
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The completion of the Mergers (as defined in Note 1, Summary of Significant Accounting Policies) is subject to a number of conditions, including, among others, (i) the approval by UniFirst shareholders of the UniFirst merger proposal, which such shareholder approval was obtained at a virtual special meeting of the shareholders of UniFirst on June 11, 2026, and (ii) certain regulatory approvals, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which make the completion and timing of the Mergers uncertain. On June 11, 2026, each of Cintas and UniFirst received a request for additional information and documentary material (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.
UniFirst disclosed a pending acquisition by Cintas that is subject to regulatory approval. The FTC issued a Second Request on June 11, 2026, extending the HSR Act waiting period until 30 days after substantial compliance. Shareholder approval was obtained, but the transaction faces regulatory uncertainty and could be terminated if not completed by January 10, 2027 (extendable to May or September 2027).
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we could owe Cintas a termination fee of $213,300,000 if the Merger Agreement were terminated under specified circumstances
UniFirst faces a $213.3 million termination fee payable to Cintas if the merger agreement is terminated under certain circumstances, such as UniFirst entering into an alternative transaction or the Board changing its recommendation. This represents a material contingent liability that could impact liquidity if the deal fails.
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Upon completion of the Mergers, each share of UniFirst stock will be converted into the right to receive $155.00 in cash, and 0.7720 of a validly issued, fully paid and non-assessable share of Cintas common stock, in each case, without interest and subject to any required tax withholding. The stock consideration may potentially be adjusted for any fractional shares. The foregoing exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either Cintas or UniFirst before the Mergers are complete.
The merger consideration is fixed at $155 cash plus 0.7720 Cintas shares per UniFirst share. Because the exchange ratio does not adjust for stock price movements, UniFirst shareholders bear the risk of Cintas stock price fluctuations between signing and closing, which could materially change the value they receive.
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Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Mergers, which may adversely affect our ability to execute certain of our business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures.
UniFirst is operating under contractual restrictions that limit its ability to enter or amend contracts, acquire or dispose of assets, incur debt, or make capital expenditures while the merger is pending. These constraints could impair the company's ability to respond to competitive or market developments and may affect near-term operational performance.
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Prior to completion of the Mergers, current and prospective employees of UniFirst and Cintas may experience uncertainty about their roles within Cintas after the completion of the Mergers, which may have an adverse effect on the ability of each of UniFirst and Cintas to attract, motivate or retain management personnel and other key employees.
The pending merger creates uncertainty for UniFirst employees about their future roles, which may lead to attrition of key management and employees. Loss of institutional knowledge and talent during the transition period could disrupt operations and affect business continuity.
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Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on UniFirst’s and Cintas’ respective liquidity and financial condition.
UniFirst faces potential securities litigation related to the merger, which is common in public-company M&A transactions. Even meritless claims require costly defense, and an adverse judgment could result in monetary damages affecting liquidity. An injunction could also delay or prevent the merger from closing.
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The completion of the Mergers may trigger change in control or other provisions in certain agreements to which UniFirst or its subsidiaries is a party. If UniFirst or its subsidiaries are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages.
The merger may trigger change-in-control clauses in UniFirst's existing contracts, giving counterparties the right to terminate agreements or seek damages. Even if waivers are obtained, counterparties may demand fees or renegotiate terms less favorably, potentially disrupting business relationships and increasing costs post-merger.
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Upon completion of the Mergers, UniFirst shareholders will no longer be UniFirst shareholders but will instead become Cintas shareholders, and their rights as Cintas shareholders will be governed by the terms of Cintas articles of incorporation, as may be amended from time to time, Cintas bylaws, as may be amended from time to time, and the Washington Business Corporation Act (“WCBA”). The terms of Cintas articles of incorporation, Cintas bylaws and the WCBA are in some respects materially different from the terms of UniFirst articles of organization, as may be amended from time to time, UniFirst bylaws, as may be amended from time to time, and the Massachusetts Business Corporation Act, which currently govern the rights of UniFirst shareholders.
UniFirst shareholders will become subject to Cintas' Washington-state corporate governance framework, which differs materially from UniFirst's Massachusetts framework. This change affects shareholder rights, voting procedures, and legal protections, though the filing does not detail specific differences.
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Immediately after the Mergers are completed, it is expected that current UniFirst shareholders, including holders of Common Stock, will own a significantly reduced percentage of the outstanding shares Cintas common stock relative to their ownership of UniFirst Common Stock or UniFirst Class B Common Stock. As a result of their reduced ownership of Cintas, current UniFirst shareholders will have significantly less influence on the management and policies of Cintas than they now have on the management and policies of UniFirst.
UniFirst shareholders will own a much smaller percentage of the combined Cintas entity than they currently own of UniFirst, materially reducing their voting influence over corporate governance and strategic decisions. This is particularly significant given that the Croatti family currently controls UniFirst through Class B shares with 10-to-1 voting power.
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UniFirst and Cintas have incurred, and expect to continue to incur, a number of non-recurring costs associated with the Mergers, a substantial majority of which will be comprised of transaction costs related to the Mergers and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, proxy solicitation costs and filing fees and regulatory costs.
UniFirst is incurring substantial non-recurring costs for the merger, including financial advisory fees, legal and accounting fees, employee retention and severance costs, and regulatory filing fees. These costs will reduce near-term profitability regardless of whether the merger closes.
Show 1 minor / wording change
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The U.S. and certain foreign countries have recently announced new or increased tariffs on imported goods, and additional tariffs or increases in tariffs could be assessed in the future. If any such tariffs were to increase our cost of obtaining raw materials or products from suppliers and we were unable to mitigate the impacts of any such increased costs, it could have a material adverse impact on our business and our results of operations.
The prior-period risk factor addressing tariffs and trade policy impacts on raw material and product costs was removed from the current filing. This is a lifecycle removal — the tariff risk factor was added in response to specific trade-policy developments in 2024-2025; the risk factor was not repeated in this quarter's Item 1A (which presents material changes from the 10-K); the 10-K risk factor still stands unless expressly withdrawn.
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Source-verified from EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify