UNIFIRST CORP

1. Summary of Significant Accounting Policies

Basis of Presentation

These Consolidated Financial Statements of UniFirst Corporation (the “Company”) included herein have been prepared, without audit, in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.

It is suggested that these Consolidated Financial Statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 30, 2025. There have been no material changes in the accounting policies followed by the Company during the current fiscal year. Results for an interim period are not indicative of results for any future interim periods or for an entire fiscal year.

Merger Agreement

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. No fractional shares of Cintas common stock will be issued in the Mergers, and holders of the Company’s Common Stock will receive cash in lieu of any fractional shares of Cintas common stock.

The Merger Agreement contains customary representations, warranties and covenants. The completion of the Mergers is subject to the satisfaction or waiver of certain customary conditions and includes specified termination rights if the consummation of the Mergers does not occur on or before January 10, 2027, subject to an automatic extension for up to two periods of four months under certain circumstances. The Merger Agreement provides for the payment by the Company to Cintas of a termination fee of $213.3 million if the Merger Agreement is terminated in specified circumstances, and for payment by Cintas to the Company of a termination fee of $350.0 million if the Merger Agreement is terminated in specified circumstances.

For more information, refer to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2026.

Recent Accounting Pronouncements

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 is evaluating the impact of this ASU on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

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.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC have not had, or are not believed by management to have, a material impact on the Company’s present or future financial statements.

2. Revenue Recognition

The following table presents the Company’s revenues for thethirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025, respectively, disaggregated by segment:

See Note 13, “Segment Reporting” for additional details of segment definitions.

The following table presents the change in the allowance for credit losses, which is included in Receivables, net of reserves on the Consolidated Balance Sheets for thetwenty-six weeks ended February 28, 2026 (in thousands):

Costs to Obtain a Contract

The following table presents deferred commissions on the Company’s Consolidated Balance Sheets as of February 28, 2026 and August 30, 2025:

The following table presents the Company’s amortization expense related to deferred commissions on the Consolidated Statements of Income for the thirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025, respectively:

3. Acquisitions

During the twenty-six weeks ended February 28, 2026, the Company completed five First Aid & Safety Solutions segment acquisitions andone Other segment acquisition with an aggregate purchase price of approximately $15.1 million and $0.9 million, respectively.

Cash paid for the Other segment acquisition was $0.9 million. The acquisition included cash and cash equivalents of approximately $0.2 million.

The Company has prepared purchase price allocations for the business combinations on a preliminary basis. The purchase price was primarily allocated to goodwill and intangible assets, with tangible assets consisting mainly of inventory and property, plant and equipment. A portion of the total purchase price is subject to holdback arrangements, which are typically payable within a one-year period following the acquisition date and contingent upon the achievement of specified revenue targets. The operating results of these businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates. As these acquisitions were not material to the Company’s consolidated results, pro forma financial information has not been presented.

The following table presents aggregate information relating to the acquisition of businesses during thetwenty-six weeks ended February 28, 2026 (in thousands):

4. Employee Benefit Plans

Defined Contribution Retirement Savings Plan

The Company has a defined contribution retirement savings plan with a 401(k) feature for all eligible U.S. and Canadian employees not under collective bargaining agreements. The Company matches a portion of the employee’s contribution and may make an additional contribution at its discretion. Contributions charged to expense under the plan for the thirteen weeks ended February 28, 2026 and March 1, 2025 were$4.0 million and$3.7 million, respectively. Contributions charged to expense under the plan for the twenty-six weeks ended February 28, 2026 and March 1, 2025 were$8.3 million and$7.8 million, respectively.

Pension Plan and Supplemental Executive Retirement Plan

The Company accounts for its pension plan and Supplemental Executive Retirement Plan on an accrual basis over certain employees’ estimated service periods.

The Company maintains an unfunded Supplemental Executive Retirement Plan for certain eligible employees of the Company andone frozen non-contributory defined benefit pension plan. The amounts charged to expense related to these plans for thethirteen weeks ended February 28, 2026 and March 1, 2025 were$0.4 million and$0.4 million, respectively. The amounts charged to expense related to these plans for the twenty-six weeks ended February 28, 2026 and March 1, 2025 were$0.7 million and$0.9 million, respectively.

Non-qualified Deferred Compensation Plan

The Company adopted the UniFirst Corporation Deferred Compensation Plan (the “NQDC Plan”) effective on February 1, 2022. The NQDC Plan is an unfunded, non-qualified deferred compensation plan that allows eligible participants to voluntarily defer receipt of their salary and annual cash bonuses up to approved limits. In its discretion, the Company may credit one or more additional contributions to participant accounts. NQDC Plan participants who are not accruing benefits under the Supplemental Executive Retirement Plan are eligible to have discretionary annual employer contributions credited to their NQDC Plan accounts. All participants are also eligible to have employer supplemental contributions and employer discretionary contributions credited to their NQDC Plan accounts. The amounts of such contributions, if any, may differ from year to year and from participant to participant.

The amounts for employee or employer contributions charged to expense related to the NQDC Plan for the thirteen and twenty-six weeks ended February 28, 2026 were$0.3 million and$0.6 million, respectively. The amounts for employee or employer contributions charged to expense related to the NQDC plan for the thirteen and twenty-six weeks ended March 1, 2025 were$0.2 million and$0.5 million, respectively.

The Company, at its discretion, may also elect to transfer funds to a trust account with the intention to fund the future liability. Total NQDC Plan assets were$5.6 million and$4.7 million as of February 28, 2026 and August 30, 2025, respectively, and are included within other long-term assets in the accompanying Consolidated Balance Sheets. Total NQDC Plan liabilities were$3.3 million and$2.8 million as of February 28, 2026 and August 30, 2025, respectively, and are included within current accrued liabilities in the accompanying Consolidated Balance Sheets.

Earnings and losses on contributions, based on investment elections, are recorded as a component of compensation expense in the period earned and are included within other (income) expense, net. For the thirteen and twenty-six weeks ended February 28, 2026, other (income) expense, net was$(0.1) million and$(0.3) million, respectively. For the thirteen and twenty-six weeks ended March 1, 2025, other (income) expense, net was nominal and$(0.1) million, respectively.

5. Income Per Share

The Company calculates income per share by allocating income to its unvested participating securities as part of its income per share calculations. The following table sets forth the computation of basic income per share using the two-class method for amounts attributable to the Company’s shares of Common Stock and Class B Common Stock (in thousands, except per share data):

The Company is required to calculate diluted income per share for Common Stock using the more dilutive of the following two methods:

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The treasury stock method; or

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The two-class method assuming a participating security is not exercised or converted.

For the thirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025, the Company’s diluted income per share assumes the conversion of all vested Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares. The following tables set forth the computation of diluted income per share of Common Stock for thethirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025 (in thousands, except per share data):

Anti-dilutive stock-based awards excluded from the calculations of diluted income per share were immaterial during the periods presented.

6. Inventories

The components of inventory as of February 28, 2026 and August 30, 2025 were as follows (in thousands):

7. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for thetwenty-six weeks ended February 28, 2026 were as follows (in thousands):

Intangible assets, net in the Company’s Consolidated Balance Sheets were as follows (in thousands):

8. Asset Retirement Obligations

A reconciliation of the Company’s asset retirement liability for thetwenty-six weeks ended February 28, 2026 is as follows (in thousands):

The Company’s asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheets.

9. Commitments and Contingencies

The Company and its operations are subject to various federal, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must properly dispose of detergent wastewater and other residues, and, in the past, used perchloroethylene and other dry-cleaning solvents. The Company is attentive to the environmental concerns surrounding the disposal of these materials and has, through the years, taken measures to avoid their improper disposal. The Company has settled, or contributed to the settlement of, past actions or claims brought against the Company relating to the disposal of hazardous materials at several sites and there can be no assurance that the Company will not have to expend material amounts to remediate the consequences of any such disposal in the future.

U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. The Company regularly consults with attorneys and outside consultants in its consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory orders or decrees, management’s estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of the Company’s attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for environmental and other contingent liabilities.

There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. GAAP, the Company’s accruals reflect the amount within the range that it believes is the best estimate or the low end of a range of estimates if no point within the range is a better estimate. Where it believes that both the amount of a particular liability and the timing of the payments are reliably determinable, the Company adjusts the cost in current dollars using a rate of 3% for inflation until the time of expected payment and discounts the cost to present value using current risk-free interest rates. As of February 28, 2026, the risk-free interest rates utilized by the Company ranged from 4.57% to 4.64%.

For environmental liabilities that have been discounted, the Company includes interest accretion, based on the effective interest method, in selling and administrative expenses on the accompanying Consolidated Statements of Income.

The changes to the Company’s environmental liabilities for thetwenty-six weeks ended February 28, 2026 were as follows (in thousands):

Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of February 28, 2026, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands):

Estimated insurance proceeds are primarily obtained from an annuity received as part of a legal settlement with an insurance company. Annual proceeds of approximately$0.3 million are deposited into an escrow account which funds remediation and monitoring costs fortwo sites related to former operations. Annual proceeds received but not expended in the current year accumulate in this account and may be used in future years for costs related to this site through the year 2027. As of February 28, 2026, the balance in this escrow account, which is held in a trust and is not recorded in the Company’s accompanying Consolidated Balance Sheets, was approximately$5.8 million. Also included in estimated insurance proceeds are amounts the Company is entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at one of its sites.

The Company’s nuclear garment decontamination facilities are licensed by respective state agencies, as delegated authority by the Nuclear Regulatory Commission (the “NRC”) pursuant to the NRC’s Agreement State program and are subject to applicable federal and state radioactive material regulations. In addition, the Company’s international locations (Canada, the United Kingdom and the European Union) are regulated by equivalent respective jurisdictional authorities. There can be no assurance that such regulation will not lead to material disruptions in the Company’s garment decontamination business.

From time to time, the Company is also subject to legal and regulatory proceedings and claims arising from the conduct of its business operations, including but not limited to, personal injury claims, customer contract matters, employment claims and environmental matters as described above.

In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on the Company’s 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 for a total assessment of over $84.7 million. The Company challenged the validity of the tax assessment through an appeal process. In the first quarter of fiscal 2025, the Federal Tax Court in Mexico made a determination partially in the Company's favor. Following the Federal Tax Court’s determination, the Company filed a constitutional action before the Federal Administrative Court. In addition, the federal tax authority appealed the determination of the Federal Tax Court. While the Company is unable to ascertain the ultimate outcome of this matter, based on the information currently available, the

Company believes that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, the Company is unable to reasonably assess an estimate or range of estimates of any potential losses.

While it is impossible for the Company to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with U.S. GAAP. It is possible, however, that the future financial position and/or results of operations for any particular future period could be materially affected by changes in the Company’s assumptions or strategies related to these contingencies or changes out of the Company’s control.

10. Income Taxes

In accordance with ASC 740, Income Taxes (“ASC 740”), each interim period is considered integral to the annual period and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.

Effective tax rate

The Company’s effective tax rate for the thirteen weeks ended February 28, 2026 was 25.1% as compared to 25.0% for the corresponding period in the prior year. The increase in the effective tax rate for the thirteen weeks ended February 28, 2026 was due primarily to the timing and amount of excess tax benefits and deficiencies associated with employee share-based payments. The Company’s effective tax rate for the twenty-six weeks ended February 28, 2026 was 26.2% as compared to 25.4% for the corresponding period in the prior year. The increase in the effective tax rate for the twenty-six weeks ended February 28, 2026 was due primarily to the timing and amount of excess tax benefits and deficiencies associated with employee share-based payments.

Uncertain tax positions

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense, consistent with prior periods. During the twenty-six weeks ended February 28, 2026, unrecognized tax positions increased by $1.0 million due to changes in existing reserves.

The Company files federal income tax returns in the United States and Canada, as well as state and provincial income tax returns in most U.S. jurisdictions and several Canadian provinces. The Company is periodically subject to income tax audits in these jurisdictions, which can be complex and may take several years to resolve. The final resolution of such audits may result in adjustments to the Company’s tax accruals or income tax provision, which could materially affect results of operations in the period of resolution.

U.S. and Canadian federal income tax statutes are closed for filings through fiscal years 2021 and 2017, respectively. With limited exceptions, state and local income tax examinations are closed for periods prior to fiscal 2022. The Company does not expect its unrecognized tax benefits to materially change during the next 12 months.

11. Long-Term Debt

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.

Availability of credit requires compliance with certain financial and other covenants, including a maximum consolidated funded debt ratio and minimum consolidated interest coverage ratio as defined in the Credit Agreement. The Company evaluates its compliance with these financial covenants on a fiscal quarterly basis. As of February 28, 2026, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as SOFR plus 1.00% at the time of the respective borrowing.

As of February 28, 2026, the Company hadno outstanding borrowings and had outstanding letters of credit amounting to$102.0 million, leaving$198.0 million available for borrowing under the Credit Agreement.

As of February 28, 2026, the Company was in compliance with all covenants under the Credit Agreement.

12. Accumulated Other Comprehensive Loss

The changes in each component of accumulated other comprehensive loss, net of tax, for thethirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025 were as follows (in thousands):

(1)

Amounts are shown net of tax

Amounts reclassified from accumulated other comprehensive loss, net of tax, for thethirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025 were as follows (in thousands):

(a)

Amounts included in revenues in the accompanying Consolidated Statements of Income.