UNIFIRST CORP 8-K

What Happened
UniFirst Corporation (UNF) announced on March 10–11, 2026 that it entered into a definitive Agreement and Plan of Merger with Cintas Corporation and two Cintas merger subsidiaries. Under the agreement, UniFirst will become a wholly owned subsidiary of Cintas following two-step mergers. At the first effective time each outstanding UniFirst share (excluding treasury and certain held shares) will be converted into the right to receive $155 in cash plus 0.7720 shares of Cintas common stock. A joint press release was issued March 11, 2026.

Key Details

• Merger consideration: $155.00 cash + 0.7720 Cintas common shares per UniFirst share; no fractional Cintas shares (cash paid in lieu).
• Dates & approvals: Merger Agreement dated March 10, 2026; completion subject to UniFirst shareholder approval (affirmative vote of two‑thirds of combined voting power), listing and SEC registration of Cintas shares (Form S‑4), HSR and other regulatory approvals, and other customary conditions. Deadline to close is Jan 10, 2027 (automatic extensions possible).
• Termination fees: UniFirst may owe Cintas a $213.3 million fee in specified termination scenarios; Cintas may owe UniFirst $350 million in specified scenarios.
• Shareholder support & governance: Cintas signed a voting/support agreement with certain UniFirst shareholders representing about two‑thirds of UniFirst voting power to vote in favor of the transaction; UniFirst’s board adopted a by‑law amendment adding an exclusive‑forum provision on March 10, 2026.
• Treatment of employee equity: Outstanding UniFirst RSUs, SARs and PSUs will be either converted into Merger Consideration or assumed and converted into equivalent Cintas awards per the agreement’s conversion rules (with rounding and specific exercise/vesting treatments).

Why It Matters
This is a definitive acquisition agreement that will transfer UniFirst shareholders to a mix of cash and Cintas stock if the required approvals are obtained. The two‑thirds shareholder vote requirement, the existing voting agreement covering roughly two‑thirds of votes, SEC registration and antitrust clearance are key gating items that will determine whether and when the deal closes. The transaction terms (cash + stock) and specified treatment of equity awards will directly affect UniFirst shareholders, employees holding equity, and potential tax/ liquidity outcomes for investors.