UNIFIRST CORP
For the period ended Aug 29, 2026. Filed Oct 28, 2026.
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FY2026 · Filed Oct 28, 2026
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Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of our internal control over financial reporting as of August 29, 2026. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Management concluded that based on its assessment, our internal control over financial reporting was not effective as of August 29, 2026.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in Part II, Item 9A of our Annual Report on Form 10-K for fiscal 2025, we previously identified a material weakness related to deficiencies in our manage change and manage access processes (“ITGCs”) that were not designed and operating effectively. As of the end of fiscal 2025, these deficiencies related to our CRM system which affected revenue and receivables as well as a group of legacy applications which affected revenue and receivables, inventory and merchandise in service. While we worked during fiscal 2026 to remediate the previously identified material weakness, we were unable to fully remediate the material weakness prior to the end of fiscal 2026. However, we continued to make significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed the ITGCs for the applications affecting revenue and receivables, including our CRM system. At the end of fiscal 2026, the material weakness had been further narrowed to deficiencies related to applications affecting inventory and merchandise in service, including our new Warehouse Management System (“WMS”) and a group of legacy applications affecting these accounts.
Consequently, our automated and manual business process controls for inventory and merchandise in service that rely upon information from the IT systems were also deemed ineffective because they could have been adversely impacted.
Our independent registered accounting firm, Ernst & Young LLP, has issued an adverse audit report on the effectiveness of our internal control over financial reporting as of August 29, 2026, which is included in Item 8 of this Annual Report on Form 10-K. As a result of the identification of the material weakness, and prior to filing this Annual Report, along with our auditors, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the years ended August 29, 2026 and August 30, 2025 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Based on these procedures and analysis, and notwithstanding the material weakness in our internal control over financial reporting, our management has concluded that our consolidated financial statements and related notes thereto included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report. Ernst & Young LLP has issued an unqualified opinion on our financial statements, which is included in Part IV of this Annual Report on Form 10-K.
Remediation
Our management remains committed to maintaining a strong internal control environment. In fiscal 2026, as a continuation of our ongoing remediation efforts we further (i) invested in resources to enhance oversight of our IT system implementation, access and change processes, (ii) strengthened our internal policies related to ITGCs, and (iii) focused on training and awareness programs addressing ITGCs and policies, including further education of control owners regarding the principles and requirements of each control.
As a result of these efforts, we continued to make significant progress in remediating previously identified deficiencies in our control environment and we successfully addressed the ITGCs for the applications affecting revenue and receivables, including our CRM system.
At the end of fiscal 2026, the material weakness had been further narrowed to deficiencies related to applications affecting inventory and merchandise in service, including our new WMS and a group of legacy applications. We could not conclude that the ITGCs over these applications were effective primarily due to the limited number of instances to test. However, we believe we made significant progress during the year and believe we have properly designed controls over these systems such that they can be tested throughout fiscal 2027. While unanticipated delays and complexities may extend the timeline, our current expectation is that in fiscal 2027, once we have enough operating history to test their effective execution, we will be able to conclude that those deficiencies have also been addressed and that the material weakness has been fully remediated.
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