UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
In connection with the sale of $400,000,000 aggregate principal amount of 4.200% Senior Notes due 2028 by Cintas Corporation No. 2, Cintas Corporation is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration Nos. 333-276421, 333-276421-01, 333-276421-02 and 333-276421-03), filed with the Securities and Exchange Commission on January 8, 2024:
| 1. | Underwriting Agreement, dated April 28, 2025, by and among Cintas Corporation No. 2, Cintas Corporation and the other guarantors party thereto and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein; |
| 2. | Officers’ Certificate establishing the terms of the 4.200% Senior Notes due 2028 (including Form of Note); |
| 3. | Opinion of Davis Polk & Wardwell LLP; |
| 4. | Opinion of Fennimore Craig, P.C.; |
| 5. | Opinion of Fikso Kretschmer Smith Dixon Ormseth PS.; and |
| 6. | Opinion of Keating Muething & Klekamp PLL. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINTAS CORPORATION | ||
| By: | /s/ J. Michael Hansen | |
| J. Michael Hansen | ||
| Executive Vice President & Chief Financial Officer | ||
Date: May 2, 2025