UniFirst (UNF) Proxy filing summary

Executive summary

• A merger agreement was signed on March 10, 2026, for Cintas to acquire UniFirst through a two-step merger, making UniFirst a wholly owned subsidiary and delisting it from the NYSE.

• Each UniFirst share will be converted into $155 in cash and 0.7720 shares of Cintas common stock, with cash in lieu of fractional shares.

• The transaction is expected to close in the second half of 2026, pending regulatory and shareholder approvals.

• Cintas shareholders will own approximately 96.6% and UniFirst shareholders 3.4% of the combined company post-merger.

• The merger is structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Voting matters and shareholder proposals

• UniFirst shareholders will vote on three proposals: approval of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment of the special meeting.

• Approval of the merger requires a two-thirds majority of the combined voting power of UniFirst common and class B shares, voting as a single class.

• The Croatti family, controlling about two-thirds of the voting power, has entered into a voting and support agreement to vote in favor of the merger.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The composition of the Cintas board will remain unchanged after the merger.

• UniFirst’s board unanimously determined the merger is in the best interests of shareholders after considering strategic alternatives, fairness opinions, and the premium offered.