9 u
United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 29, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-08504
UNIFIRST CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts
04-2103460
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
68 Jonspin Road, Wilmington, MA
01887
(Address of Principal Executive Offices)
(Zip Code)
(978) 658-8888
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.10 par value per share
UNF
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller Reporting Company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of outstanding shares of UniFirst Corporation Common Stock and Class B Common Stock as of January 2, 2026 were 14,521,268 and 3,551,265, respectively.
UniFirst Corporation
Quarterly Report on Form 10-Q
For the Thirteen Weeks Ended November 29, 2025
Table of Contents
Part I – FINANCIAL INFORMATION
3
Item 1 – Financial Statements (unaudited)
Consolidated Statements of Income for the Thirteen Weeks ended November 29, 2025 and November 30, 2024
Consolidated Statements of Comprehensive Income for the Thirteen Weeks ended November 29, 2025 and November 30, 2024
4
Consolidated Balance Sheets as of November 29, 2025 and August 30, 2025
5
Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks ended November 29, 2025 and November 30, 2024
6
Consolidated Statements of Cash Flows for the Thirteen Weeks ended November 29, 2025 and November 30, 2024
7
Notes to Consolidated Financial Statements
8
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
26
Item 4 – Controls and Procedures
27
Part II – OTHER INFORMATION
29
Item 1 – Legal Proceedings
Item 1A – Risk Factors
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 – Defaults Upon Senior Securities
Item 4 – Mine Safety Disclosures
Item 5 – Other Information
30
Item 6 – Exhibits
31
Signatures
32
Certifications
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income
UniFirst Corporation and Subsidiaries
(Unaudited)
Thirteen Weeks Ended
(In thousands, except per share data)
November 29, 2025
November 30, 2024
Revenues
$
621,318
604,908
Operating expenses:
Cost of revenues (1)
393,029
381,054
Selling and administrative expenses (1)
147,806
133,515
Depreciation and amortization
35,175
34,808
Total operating expenses
576,010
549,377
Operating income
45,308
55,531
Other (income) expense:
Interest income, net
(1,929
)
(2,695
Other expense, net
259
290
Total other income, net
(1,670
(2,405
Income before income taxes
46,978
57,936
Provision for income taxes
12,615
14,831
Net income
34,363
43,105
Income per share – Basic:
Common Stock
1.97
2.41
Class B Common Stock
1.58
1.93
Income per share – Diluted:
1.89
2.31
Income allocated to – Basic:
28,760
36,213
5,603
6,892
Income allocated to – Diluted:
Weighted average shares outstanding – Basic:
14,597
15,012
3,551
3,574
Weighted average shares outstanding – Diluted:
18,188
18,666
The accompanying notes are an integral part of these Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive loss:
Foreign currency translation adjustments
(2,105
(4,936
Change in fair value of derivatives, net of income taxes
(2
41
Other comprehensive loss
(2,107
(4,895
Comprehensive income
32,256
38,210
Consolidated Balance Sheets
(In thousands, except share and par value data)
August 30, 2025
Assets
Current assets:
Cash and cash equivalents
123,977
203,501
Short-term investments
5,558
5,672
Receivables, less reserves of $7,030 and $6,802
293,396
285,297
Inventories
142,891
145,197
Rental merchandise in service
237,477
227,720
Prepaid taxes
10,330
7,708
Prepaid expenses and other current assets
59,088
49,508
Total current assets
872,717
924,603
Property, plant and equipment, net
833,508
829,622
Goodwill
669,202
657,748
Customer contracts, net
73,288
74,784
Other intangible assets, net
30,938
31,045
Deferred income taxes
967
977
Operating lease right-of-use assets, net
74,595
70,110
Other assets
197,483
189,266
Total assets
2,752,698
2,778,155
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable
90,552
94,980
Accrued liabilities
154,414
176,903
Accrued taxes
—
674
Operating lease liabilities, current
18,987
17,846
Total current liabilities
263,953
290,403
129,487
128,554
Accrued and deferred income taxes
138,708
135,648
Operating lease liabilities
57,952
54,593
Total liabilities
590,100
609,198
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred Stock, $1.00 par value; 2,000,000 shares authorized; no shares issued and outstanding
Common Stock, $0.10 par value; 30,000,000 shares authorized; 14,518,967 and 14,679,646 shares issued and outstanding as of November 29, 2025 and August 30, 2025, respectively
1,452
1,468
Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 3,551,265 and 3,551,265 shares issued and outstanding as of November 29, 2025 and August 30, 2025, respectively
355
Capital surplus
107,058
109,107
Retained earnings
2,077,625
2,079,812
Accumulated other comprehensive loss
(23,892
(21,785
Total shareholders’ equity
2,162,598
2,168,957
Total liabilities and shareholders’ equity
Consolidated Statements of Shareholders’ Equity
CommonShares
Class BCommonShares
CommonStock
Class BCommonStock
CapitalSurplus
RetainedEarnings
AccumulatedOtherComprehensiveLoss
TotalEquity
Balance, as of August 31, 2024
15,000
3,590
1,500
359
104,791
2,025,505
(23,644
2,108,511
Change in fair value of derivatives (1)
Foreign currency translation
Dividends declared Common Stock ($0.350 per share)
(5,260
Dividends declared Class B Common Stock ($0.280 per share)
(996
Repurchase of Common Stock
(34
(3
(235
(6,135
(6,373
Share-based compensation, net (2)
(448
Share-based awards exercised, net (1)
33
Shares converted
(32
Balance, as of November 30, 2024
15,031
3,558
1,503
356
104,108
2,056,219
(28,539
2,133,647
Balance, as of August 30, 2025
14,679
Dividends declared Common Stock ($0.365 per share)
(5,300
Dividends declared Class B Common Stock ($0.292 per share)
(1,038
(194
(19
(1,443
(30,212
(31,674
(606
34
Balance, as of November 29, 2025
14,519
Consolidated Statements of Cash Flows
Thirteen Weeks Ended (in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization (1)
Share-based compensation
2,587
2,836
Accretion on environmental contingencies
351
320
Accretion on asset retirement obligations
267
57
2,134
1,706
Loss (gain) on sale of property and equipment
233
(6
Other
152
112
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves
(8,478
(3,606
2,929
1,761
(10,133
2,762
Prepaid expenses and other current assets and Other assets
(14,024
(8,618
(1,759
(6,861
(26,663
(18,196
Prepaid and accrued income taxes
(2,283
7,944
Net cash provided by operating activities
14,851
58,124
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired
(13,391
(2,352
Capital expenditures, including capitalization of software costs
(38,883
(33,566
Purchases of investments
(14,734
Maturities of investments
13,039
Proceeds from sale of assets
174
153
Net cash used in investing activities
(52,100
(37,460
Cash flows from financing activities:
Proceeds from exercise of share-based awards
Taxes withheld and paid related to net share settlement of equity awards
(3,193
(3,284
(32,736
Payment of cash dividends
(6,133
(5,897
Net cash used in financing activities
(42,059
(15,551
Effect of exchange rate changes
(216
(438
Net (decrease) increase in cash and cash equivalents
(79,524
4,675
Cash and cash equivalents at beginning of period
161,571
Cash and cash equivalents at end of period
166,246
Supplemental disclosure of cash flow information:
Non-cash capital expenditures
8,753
12,219
1. 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 other than with respect to the recent accounting pronouncements discussed in Note 2, “Recent Accounting Pronouncements”. Results for an interim period are not indicative of any future interim periods or for an entire fiscal year.
2. 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.
3. Revenue Recognition
The following table presents the Company’s revenues for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively, disaggregated by segment:
(In thousands, except percentages)
% ofRevenues
Uniform & Facility Service Solutions
565,892
91.0
%
552,752
91.4
First Aid & Safety Solutions
30,244
4.9
26,222
4.3
25,182
4.1
25,934
Total revenues
100.0
See Note 14, “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 the thirteen weeks ended November 29, 2025 (in thousands):
Balance as of August 30, 2025
6,802
Current period provision
1,931
Write-offs and other
(1,703
Balance as of November 29, 2025
7,030
Costs to Obtain a Contract
The following table presents deferred commissions on the Company's Consolidated Balance Sheets as of November 29, 2025 and August 30, 2025:
(in thousands)
20,266
19,795
86,708
84,884
The following table presents the Company's amortization expense related to deferred commissions on the Consolidated Statements of Income for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively:
Selling and administrative expenses
5,179
4,773
4. Acquisitions
During the thirteen weeks ended November 29, 2025, the Company completed four First Aid & Safety Solutions segment acquisitions with an aggregate purchase price of approximately $14.9 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.
9
The following table presents aggregate information relating to the acquisition of businesses during the thirteen weeks ended November 29, 2025 (in thousands):
Tangible assets acquired
1,157
11,543
Customer contracts
2,001
Other intangibles assets
197
Total consideration paid for acquisition of businesses
14,898
Contingent holdbacks
(1,507
Acquisition of businesses, net of contingent holdbacks
13,391
5. 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 November 29, 2025 and November 30, 2024 were $4.3 million and $4.1 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 and one frozen non-contributory defined benefit pension plan. The amounts charged to expense related to these plans for the thirteen weeks ended November 29, 2025 and November 30, 2024 were $0.3 million and $0.4 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 weeks ended November 29, 2025 and the thirteen weeks ended November 30, 2024 were $0.3 million for both periods.
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 $4.6 million and $4.7 million as of November 29, 2025 and August 30, 2025, respectively, and are included within other long-term assets in the accompanying Consolidated Balance Sheets. Total NQDC Plan liabilities were $2.9 million and $2.8 million as of November 29, 2025 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 weeks ended November 29, 2025 and thirteen weeks ended November 30, 2024, other income was $0.2 million and $0.1 million, respectively.
10
6. 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):
Net income available to shareholders
Allocation of net income for Basic:
Weighted average number of shares for Basic:
18,148
18,586
Income per share for Basic:
The Company is required to calculate diluted income per share for Common Stock using the more dilutive of the following two methods:
For the thirteen weeks ended November 29, 2025 and November 30, 2024, 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 the thirteen weeks ended November 29, 2025 and November 30, 2024 (in thousands, except per share data):
Thirteen Weeks Ended November 29, 2025
Earningsto CommonShareholders
IncomePerShare
As reported - Basic
Add: effect of dilutive potential common shares
Share-Based Awards
40
As reported – Diluted
Thirteen Weeks Ended November 30, 2024
80
Anti-dilutive stock-based awards excluded from the calculations of diluted income per share were immaterial during the periods presented.
11
7. Inventories
The components of inventory as of November 29, 2025 and August 30, 2025 were as follows (in thousands):
Raw materials
17,004
22,107
Work in process
2,886
3,030
Finished goods
123,001
120,060
Total inventories
8. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the thirteen weeks ended November 29, 2025 were as follows (in thousands):
Goodwill recorded during the period
(89
Intangible assets, net in the Company’s Consolidated Balance Sheets were as follows (in thousands):
Gross CarryingAmount
AccumulatedAmortization
Net CarryingAmount
320,103
246,815
Software
83,184
53,662
29,522
Other intangible assets
40,143
38,727
1,416
443,430
339,204
104,226
318,148
243,364
81,659
52,355
29,304
40,003
38,262
1,741
439,810
333,981
105,829
9. Asset Retirement Obligations
A reconciliation of the Company’s asset retirement liability for the thirteen weeks ended November 29, 2025 is as follows (in thousands):
18,524
Accretion expense
(47
18,744
The Company's asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheets.
10. 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
12
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 November 29, 2025, the risk-free interest rates utilized by the Company ranged from 4.62% to 4.67%.
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 the thirteen weeks ended November 29, 2025 were as follows (in thousands):
30,652
Costs incurred for which reserves have been provided
(278
Insurance proceeds
(81
Interest accretion
Changes in discount rates
465
Revisions in estimates
(21
31,088
Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of November 29, 2025, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands):
2026
2027
2028
2029
2030
Thereafter
Total
Estimated costs – current dollars
16,043
2,067
1,344
1,150
915
14,654
36,173
Estimated insurance proceeds
(181
(150
(781
Net anticipated costs
15,862
1,917
1,194
1,000
765
35,392
Effect of inflation
9,691
Effect of discounting
(13,995
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 for two 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 November 29, 2025, 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 $5.9 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
13
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.
11. 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 November 29, 2025 was 26.9% as compared to 25.6% for the corresponding period in the prior year. The increase in the effective tax rate for the thirteen weeks ended November 29, 2025 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 thirteen weeks ended November 29, 2025, 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.
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12. 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 November 29, 2025, 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 November 29, 2025, the Company had no outstanding borrowings and had outstanding letters of credit amounting to $104.9 million, leaving $195.1 million available for borrowing under the Credit Agreement.
As of November 29, 2025, the Company was in compliance with all covenants under the Credit Agreement.
13. Accumulated Other Comprehensive Loss
The changes in each component of accumulated other comprehensive loss, net of tax, for the thirteen weeks ended November 29, 2025 and November 30, 2024 were as follows (in thousands):
ForeignCurrencyTranslation
Pension-related (1)
DerivativeFinancialInstruments (1)
TotalAccumulatedOtherComprehensiveLoss
(25,956
4,111
60
Other comprehensive (loss) income before reclassification
(2,078
Amounts reclassified from accumulated other comprehensive loss
(29
Net current period other comprehensive loss
(28,061
58
Balance as of August 31, 2024
(25,966
2,234
88
72
(4,864
(31
Net current period other comprehensive (loss) income
Balance as of November 30, 2024
(30,902
129
15
Amounts reclassified from accumulated other comprehensive loss, net of tax, for the thirteen weeks ended November 29, 2025 and November 30, 2024 were as follows (in thousands):
Derivative financial instruments, net:
Forward contracts (a)
Total, net of tax
Total amounts reclassified, net of tax
14. Segment Reporting
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance.
Prior to May 31, 2025, the Company organized its business into six operating segments: U.S. Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Specialty Garments Rental and Cleaning (“Specialty Garments”), First Aid and Corporate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments were previously combined to form the U.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company had five reporting segments. The Company previously referred to its U.S. and Canadian Rental and Cleaning, MFG, and Corporate segments combined as its “Core Laundry Operations.”
Beginning with the fourth quarter of 2025, the Company reorganized its business into three reportable operating segments:
Uniform & Facility Service Solutions: This reporting segment consolidates the former U.S. and Canadian Rental and Cleaning, MFG and Corporate segments and includes our cleanroom solutions, which was previously part of the Specialty Garments reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. The segment, through our cleanroom solutions, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations. Additionally, Uniform & Facility Service Solutions consists of our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense.
First Aid & Safety Solutions: We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services, non-prescription medicines and safety supplies, and provides certain safety training.
Other: This reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom business. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.
The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The modifications to the Company’s reporting segments reflect how the CODM assesses performance and allocates resources. The CODM uses segment revenues and segment operating income to assess performance and allocate resources. The Company has recast prior certain period segment results to conform with the current presentation. For this recast, refer to the Company's Form 8-K filed on October 17, 2025. Asset information is not utilized by the CODM for purposes of assessing performance or allocating resources, and therefore such information has not been presented.
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The following table includes the Company's financial results by reportable segment for the thirteen weeks ended November 29, 2025 and November 30, 2024 (in thousands):
As of and forthe thirteen weeks ended November 29, 2025
Cost of revenues
357,459
19,313
16,257
133,386
10,162
4,258
33,210
1,171
794
Operating Income
41,837
(402
3,873
As of and forthe thirteen weeks ended November 30, 2024
349,307
16,864
14,883
121,815
8,132
3,568
33,110
885
813
48,520
341
6,670
15. Shares Repurchased and Dividends
The Company has two classes of common stock: Common Stock and Class B Common Stock. Each share of Common Stock is entitled to one vote, is freely transferable, and is entitled to a cash dividend equal to 125% of any cash dividend paid on each share of Class B Common Stock. Each share of Class B Common Stock is entitled to ten votes and can be converted to Common Stock on a share-for-share basis. However, until converted to Common Stock, shares of Class B Common Stock are not freely transferable. During the thirteen weeks ended November 30, 2024, 31,860 shares of Class B Common Stock were converted to Common Stock. No such conversions occurred during the thirteen weeks ended November 29, 2025.
On October 28, 2025, the Company’s Board of Directors declared increased quarterly cash dividends of $0.365 per share of Common Stock and $0.292 per share of Class B Common Stock, up from $0.350 and $0.280 per share, respectively. The amount and timing of any future dividend payment is subject to the approval of the Board of Directors each quarter.
On October 24, 2023, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of its outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved on October 18, 2021. On April 8, 2025, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of its outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in 2023. Repurchases from time to time under the new program, if any, will be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including economic and market conditions, the Company stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program has been funded to date with the Company’s available cash and will be funded in the future using the Company’s available cash or capacity under its Credit Agreement and may be suspended or discontinued at any time.
During the thirteen weeks ended November 29, 2025 and November 30, 2024, the Company repurchased 194,100 and 33,605 shares, respectively, for an average price per share of $163.18 and $189.64, respectively, under the share repurchase program. As of November 29, 2025, the Company had $8.9 million remaining to repurchase shares under the share repurchase program.
16. Related Party
During both the thirteen weeks ended November 29, 2025 and November 30, 2024, the Company recognized $0.4 million of revenue with a company for which a member of the Company's Board of Directors served as senior officer throughout such periods.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and any documents incorporated by reference may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contained in this Quarterly Report on Form 10-Q and any documents incorporated by reference are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “assume,” “strive,” “design,” “assumption,” “vision” or the negative versions thereof, and similar expressions and by the context in which they are used. Such forward-looking statements are based upon our current expectations and speak only as of the date made. Such statements are highly dependent upon a variety of risks, uncertainties and other important factors that could cause actual results to differ materially from those reflected in such forward-looking statements. Such factors include, but are not limited to, uncertainties caused by an economic recession or other adverse economic conditions, including, without limitation, as a result of elevated inflation or interest rates or extraordinary events or circumstances such as geopolitical conflicts like the conflict between Russia and Ukraine and disruption in the Middle East, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, including limitations on, or closures of, our facilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances, uncertainties regarding our ability to consummate acquisitions and successfully integrate acquired businesses, and the performance of such businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, any adverse outcome of pending or future contingencies or claims, our ability to compete successfully without any significant degradation in our margin rates, seasonal and quarterly fluctuations in business levels, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the effect of currency fluctuations on our results of operations and financial condition, our dependence on third parties to supply us with raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the conflict between Russia and Ukraine, any loss of key management or other personnel, increased costs as a result of any changes in federal, state, international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding, or adverse impacts from continued high price levels of natural gas, electricity, fuel and labor or increases in such costs, the negative effect on our business from sharply depressed oil and natural gas prices, the continuing increase in domestic healthcare costs, increased workers’ compensation claim costs, increased healthcare claim costs, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our nuclear business, political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, our ability to properly and efficiently design, construct, implement and operate a new enterprise resource planning (“ERP”) computer system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional professional and internal costs necessary for compliance with any changes in or additional Securities and Exchange Commission (“SEC”), New York Stock Exchange and accounting or other rules, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, the impact of U.S. and foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and financial condition, our ability to successfully implement our business strategies and processes, including our capital allocation strategies, our ability to successfully remediate the material weakness in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025 and the other factors described under “Part I, Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 30, 2025 and in our other filings with the SEC, including, without limitation, under Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.
Business Overview
UniFirst Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts in 1950, together with its subsidiaries, hereunder referred to as “we”, “our”, the “Company”, or “UniFirst”, is one of the leading providers of workplace uniforms and protective work wear clothing in North America. We design, manufacture, personalize, rent, clean, deliver, and sell a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent and sell industrial wiping products, floor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies as well as provide certain safety training, to a variety of manufacturers, retailers and service companies. We serve businesses of all sizes across multiple industries and sectors. We provide our products and services to over 300,000 customer locations in the U.S., Canada and Europe.
As mentioned and described in Note 14, “Segment Reporting,” beginning with the fourth quarter of fiscal 2025, we reorganized our business into three reportable operating segments based on the information reviewed by our Chief Executive Officer: Uniform &
Facility Service Solutions, First Aid & Safety Solutions and Other. Refer to Note 14, “Segment Reporting” to our Consolidated Financial Statements for our disclosure of segment information. We have recast certain prior period segment results to conform with the current presentation.
The Uniform & Facility Service Solutions segment consolidates the former Corporate, Manufacturing (“MFG”) and U.S. and Canadian Rental and Cleaning operating segments and includes our cleanroom operations, which was previously part of the Specialty Garments Rental and Cleaning (“Specialty Garments”) reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. Certain operations of the Uniform & Facility Service Solutions reporting segment are referred to by the Company as “industrial laundry operations” and we refer to the locations related to this reporting segment as our “industrial laundries”. Additionally, the Uniform & Facility Service Solutions consists of our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense. The segment, through the Company’s cleanroom operations, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations.
We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services and other safety supplies, provides certain safety training and maintains wholesale distribution and pill packaging operations for non-prescription medicines.
The Other reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom operations. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.
Factors Affecting our Business
In general, we believe that our results of operations are not dependent on moderate changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, customer agreements that generally provide for price increases and continued focus on improvements in operational productivity. However, the inflationary environment in recent years had a negative impact on our margins, including increased energy costs for our vehicles and our plants, and increased wages in the labor markets in which we compete. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods or other causes are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition.
We are also monitoring and evaluating the potential impact of recently announced new or increased tariffs on imported goods. If any such tariffs were to increase our cost or difficulty of obtaining raw materials or products from suppliers and we were unable to mitigate the impacts of any such increased costs or difficulties, it could have a material adverse impact on our business and our results of operations. In addition, any such tariffs or other impositions on imported goods could have a negative adverse impact on economic conditions generally and on the businesses of our customers, including decreases in wearer levels at our customers, which could have a material adverse impact on our business and our results of operations.
Please see Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q for an additional discussion of risks and potential risks of adverse economic
19
conditions on our business, financial condition and results of operations, including, without limitation, as a result of inflation, elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods.
Results of Operations
The following table presents certain selected financial data, including the percentage of revenues represented by each item, for the thirteen weeks ended November 29, 2025 and November 30, 2024.
%Change
2.7
63.3
63.0
3.1
23.8
22.1
10.7
5.7
5.8
1.1
92.8
90.9
4.8
7.3
9.2
(18.4
Other income, net
(0.3
(0.4
(30.6
7.6
9.6
(18.9
2.0
2.5
(14.9
5.5
7.1
(20.3
)%
20
General
We derive our revenues from the services described under “Business Overview” above.
Cost of revenues include the amortization of rental merchandise in service and merchandise costs related to direct sales as well as labor and other production, service and delivery costs, and distribution costs associated with operating our Uniform & Facility Service Solutions operations, Other segment facilities, and First Aid & Safety Solutions locations. Selling and administrative costs include costs related to our sales and marketing functions as well as general and administrative costs associated with our corporate offices, non-operating environmental sites and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.
In fiscal 2022, we initiated a multiyear ERP project that we plan to continue through 2027, with early phases focused on master data management and finance capabilities followed by subsequent phases with a strong focus on supply chain and procurement automation and technology. We believe that this initiative will become the foundation of our systems technology footprint and will integrate and complement the capabilities of our other core systems. We expect the ERP system, and the new supply chain and procurement capabilities that it will provide to enable lower operating costs and contribute to the reduction of customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. As of November 29, 2025, we capitalized $51.5 million related to our ERP project. We refer to our ERP project as our “Key Initiative”.
Thirteen weeks ended November 29, 2025 compared with thirteen weeks ended November 30, 2024
DollarChange
PercentChange
13,140
2.4
4,022
15.3
(752
(2.9
Total consolidated revenues
16,410
The increase in consolidated revenues of 2.7% during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was due primarily to growth in our Uniform & Facility Service Solutions of 2.4%. The increase in our Uniform & Facility Service Solutions was due to organic growth of 2.4%. The Uniform & Facility Service Solutions organic growth rate was primarily the result of solid new account sales and benefited from improve customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of (0.1)%.
First Aid & Safety Service Solutions revenues in the thirteen weeks ended November 29, 2025 increased 15.3% compared to the prior year comparable period due primarily to double-digit growth in our van business.
In the thirteen weeks ended November 29, 2025, Other segment revenues were impacted by the beginning of a wind-down of a large refurbishment project, as well as a lower number of reactor outages due to the cyclical nature of the nuclear business. Other segment results are often affected by seasonality and the timing and length of its customers’ power reactor outages as well as its project-based activities.
11,975
% of Revenues
The increase in consolidated cost of revenues during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was primarily attributable to investments in service staffing to drive continued improvement in our customer retention and higher healthcare claims expenses. These increases were partially offset by lower merchandise costs as a percentage of revenues compared to the prior year comparable period.
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14,291
The increase in selling and administrative costs during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was due primarily to anticipated investments in accelerating growth and our digital transformation. In addition, selling and administrative costs were affected by higher legal costs of $1.6 million and healthcare claims of $1.4 million. These increases were partially offset by lower costs related to the Company’s Key Initiative, which totaled $2.3 million during the thirteen weeks ended November 29, 2025 compared to $2.5 million during the prior year comparable period.
367
Depreciation and amortization expense remained relatively consistent during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period.
For the thirteen weeks ended November 29, 2025 and November 30, 2024, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:
(6,683
(13.8
(743
(217.9
(2,797
(41.9
(10,223
Operating income margin
766
(28.4
(10.7
735
Other income, net, for the thirteen weeks ended November 29, 2025 decreased compared to the prior year comparable period, primarily reflecting lower cash reserves and lower interest rates, which reduced interest income, along with higher bank fees.
(2,216
Effective income tax rate
26.9
25.6
The increase in the effective tax rate for the thirteen weeks ended November 29, 2025 as compared to the corresponding period in the prior year was due primarily to the timing and amount of excess tax benefits and deficiencies associated with employee share-based payments.
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Liquidity and Capital Resources
Cash and cash equivalents, and short-term investments totaled $129.5 million as of November 29, 2025, a decrease of $79.6 million from $209.2 million as of August 30, 2025. The decrease in cash and cash equivalents and short-term investments was largely driven by our continued investment in our business with capital expenditures totaling $38.9 million, $32.7 million of share repurchases, $13.3 million of First Aid & Safety Solutions acquisitions and $6.1 million of dividend payments. These decreases were partially offset by $14.9 million of cash provided from operating activities during the thirteen weeks ended November 29, 2025.
On April 8, 2025, our Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in 2023.
Pursuant to the share repurchase program, we repurchased 194,100 shares of our Common Stock for an aggregate of approximately $31.7 million during the thirteen weeks ended November 29, 2025. As of November 29, 2025, we had $8.9 million remaining to repurchase shares under the share repurchase program.
We believe, although there can be no assurance, that our current cash and cash equivalents, our cash generated from future operations and amounts available under our Credit Agreement (as defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months and will enable us to manage the impacts of inflation and address related liquidity needs.
Cash flows provided by operating activities have historically been the primary source of our liquidity. We generally use these cash flows to fund most, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our Common Stock and stock repurchases. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt, to fund growth and acquisition opportunities, as well as other cash requirements.
Sources and uses of cash flows for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively, are summarized as follows:
(43,273
(74.4
(14,640
39.1
(26,508
170.5
222
(50.7
(84,199
(1801.0
Net Cash Provided by Operating Activities
The net cash provided by operating activities during the thirteen weeks ended November 29, 2025 decreased as compared to the prior year comparable period due primarily to unfavorable changes in rental merchandise in service of $12.9 million, prepaid and accrued income taxes of $10.2 million, accrued liabilities of $8.5 million and lower profitability.
The unfavorable impact from merchandise in service was due primarily to the installment of garments for several large customers during the thirteen weeks ended November 29, 2025. The increase in prepaid and accrued income taxes reflects the impact of federal and state tax payments made during the first quarter of fiscal 2026. The decrease in accrued liabilities was driven primarily by the payout of fiscal 2025 management bonuses during the period.
In addition, net cash provided by operating activities was negatively impacted by a $5.4 million increase in prepaid expenses and other current assets and a $4.9 million increase in accounts receivable during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period. The increase in prepaid expenses and other current assets was driven primarily by higher prepayments for annual renewals of information technology contracts and insurance policies, while the increase in accounts receivable was due primarily to higher volume of revenue during the thirteen weeks ended November 29, 2025.
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These increases were partially offset by a $5.1 million increase in accounts payable due primarily to the timing of cash payments and a $1.2 million decrease in inventories, driven by the timing of shipments.
Net Cash Used in Investing Activities
The net cash used in investing activities during the thirteen weeks ended November 29, 2025 increased as compared to the prior year comparable period due primarily to an increase in cash paid for acquisitions of $11.0 million and increase in capital expenditures of $5.3 million. Offsetting these increases was a decrease in net investment in certificates of deposit of $1.7 million
Net Cash Used in Financing Activities
The net cash used in financing activities during the thirteen weeks ended November 29, 2025 increased as compared to the prior year comparable period due primarily to a $26.4 million increase in the repurchase of Common Stock during the period.
Long-term Debt and Borrowing Capacity
See Note 12, “Long-Term Debt” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on long-term debt and borrowing capacity.
Derivative Instruments and Hedging Activities
See Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q for information regarding our derivative instruments and hedging activities.
Environmental and Legal Contingencies
We are involved with environmental investigation, monitoring and remediation activities at certain sites. In addition, from time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect, although there can be no assurance, that we will sustain any material loss as a result thereof. Refer to Note 10, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below and in our Annual Report on Form 10-K for the year ended August 30, 2025, for further discussion.
In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our 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. We 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 our favor. Following the Federal Tax Court’s determination, we filed a constitutional action before the Federal Administrative Court. In addition, the federal tax authority appealed the determination of the Federal Tax Court. While we are unable to ascertain the ultimate outcome of this matter, based on the information currently available, we believe that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, we are unable to reasonably assess an estimate or range of estimates of any potential losses.
While it is impossible for us to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, we believe that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with accounting principles under 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 our assumptions or strategies related to these contingencies or changes out of our control.
Contractual Obligations and Other Commercial Commitments
As of November 29, 2025, there were no material changes to our contractual obligations that were disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025. As of November 29, 2025, we did not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The discussion of our financial condition and results of operations is based upon the Consolidated Financial Statements, which have been prepared in conformity with U.S. GAAP. As such, management is required to make certain estimates, judgments and
24
assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting estimates used and areas most sensitive to material changes from external factors. The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements presented in this report are described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements that are each included in our Annual Report on Form 10-K for the year ended August 30, 2025. There have been no significant changes in our critical accounting estimates since the year ended August 30, 2025.
Recent Accounting Pronouncements
See Note 2, “Recent Accounting Pronouncements” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
We have determined that all of our foreign subsidiaries operate primarily in local currencies that represent the functional currencies of such subsidiaries. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date. The effects of exchange rate fluctuations on the translation of assets and liabilities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year. As such, our financial condition and operating results are affected by fluctuations in the value of the U.S. dollar as compared to currencies in foreign countries. Revenues denominated in currencies other than the U.S. dollar represented approximately 7.3% of total consolidated revenues for the thirteen weeks ended November 29, 2025. Total assets denominated in currencies other than the U.S. dollar represented approximately 7.0% of our total consolidated assets for both November 29, 2025 and August 30, 2025. If exchange rates had increased or decreased by 10% from the actual rates in effect during the thirteen weeks ended November 29, 2025, our revenues would have increased or decreased by $4.5 million, and total assets as of November 29, 2025 would have increased or decreased by approximately $19.4 million.
In August 2021, we entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP.
As of November 29, 2025, we had forward contracts with a notional value of approximately 1.4 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding gain of $0.1 million in accumulated other comprehensive loss, which was recorded net of tax. During the thirteen weeks ended November 29, 2025, we reclassified a nominal amount from accumulated other comprehensive loss to revenue related to the derivative financial instruments. The gain on these forward contracts that resulted in a decrease to accumulated other comprehensive loss as of November 29, 2025 is expected to be reclassified to revenues prior to their maturity on August 29, 2026.
Other than the forward contracts, discussed above, we do not operate a hedging program to mitigate the effect of a significant change in the value of the functional currencies of our foreign subsidiaries, which include the Canadian dollar, euro, British pound, Mexican peso and Nicaraguan cordoba, as compared to the U.S. dollar. Any losses or gains resulting from unhedged foreign currency transactions, including exchange rate fluctuations on intercompany accounts are reported as transaction losses (gains) in our other income, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the thirteen weeks ended November 29, 2025, transaction gains included in other income, net were approximately $0.1 million. If exchange rates had increased or decreased by 10% during the thirteen weeks ended November 29, 2025, we would have recognized exchange gains or losses of approximately $0.1 million.
Interest Rate Sensitivity
We are exposed to market risk from changes in interest rates, which may adversely affect our financial position, results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, we manage exposures through our operating and financing activities. We are exposed to interest rate risk primarily through borrowings under our Credit Agreement. During the thirteen weeks ended November 29, 2025, we had no outstanding borrowings under the Credit Agreement. Under the Credit Agreement, we borrow funds at variable interest rates based on, at our election, the SOFR rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. To the extent we have borrowings outstanding under the Credit Agreement, changes in interest rates result in changes in our interest expense.
Please see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 for an additional discussion of risks and potential risks on our business, financial performance and the market price of our Common Stock.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, solely as a result of the material weakness previously identified by management and described in our Annual Report on Form 10-K for the year ended August 30, 2025, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply our judgment in designing and evaluating the controls and procedures. We continue to review our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
Other than the remediation measures with respect to the material weakness described below, there were no changes in our internal control over financial reporting during the first quarter of fiscal 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Previously Identified Material Weakness
As described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we previously identified a material weakness related to our CRM system which affected revenue and receivables as well as a group of legacy applications which affected revenue and receivables, supply inventory and merchandise in service. Consequently, our automated and manual business process controls that rely upon information from our IT systems were also deemed ineffective because they could have been adversely impacted.
Remediation
Our management is committed to maintaining a strong internal control environment. In response to the material weakness described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we implemented a number of remedial actions, including (i) redesigning our manage change and manage access processes and controls, (ii) investing additional resources to enhance oversight and involvement from our recently created Process, Risk and Controls group, (iii) strengthening our internal policies related to IT general controls (“ITGCs”), (iv) enhancing training and awareness programs addressing ITGCs and policies, including further education of control owners regarding the principles and requirements of each control, and (v) progressing our implementation of an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access.
As a result of these efforts, we have made significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed ITGCs for several key financial systems, including our legacy ERP platform and supporting tools and utilities.
We also advanced remediation efforts related to deficiencies in change management and access management for our CRM system and certain legacy applications, though some action items remained incomplete at the end of fiscal 2025.
Our focus remains on resolving the design and operational issues tied to change and access management in both the CRM and other legacy applications. At the same time, we are investing in broader IT system improvements, including the implementation of Oracle Cloud ERP. While unanticipated delays and complexities may extend the timeline, our plan at this time is to fully remediate the identified material weakness by the end of fiscal 2026.
Our Chief Executive Officer and Chief Financial Officer have certified in certifications furnished with this Quarterly Report on Form 10-Q that, to the best of their knowledge, the information contained in this Quarterly Report on Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-Q.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved with environmental investigation, monitoring and remediation activities at certain sites. In addition, from time to time, we are subject to legal proceedings and claims arising from the current conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described described in our Consolidated Financial Statements. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect, although there can be no assurance, that we will sustain any material loss as a result thereof. Refer to Note 10, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below and in our Annual Report on Form 10-K for the year ended August 30, 2025, for further discussion.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025, which could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K for the year ended August 30, 2025 are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended August 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about repurchases of our equity securities during the thirteen weeks ended November 29, 2025:
Period
(a) TotalNumber ofSharesPurchased (1)
(b) AveragePrice Paid perShare (1)
(c) Total Numberof SharesPurchased asPart of PubliclyAnnounced Plansor Programs (1)
(d) MaximumNumber (orApproximateDollar Value) ofShares that MayYet be PurchasedUnder the Plansor Programs (1)
August 31, 2025 - September 27, 2025
51,000
172.47
31,773,252
September 28, 2025 - October 25, 2025
66,100
164.75
20,882,045
October 26, 2025 - November 29, 2025
77,000
155.64
8,896,493
194,100
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
31.1
Rule 13a-14(a)/15d-14(a) Certification of Steven S. Sintros (filed herewith).
31.2
Rule 13a-14(a)/15d-14(a) Certification of Shane O’Connor (filed herewith).
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101
The following financial information from UniFirst Corporation Quarterly Report on Form 10-Q for the quarter ended November 29, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) (filed herewith).
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 thereunto duly authorized.
January 7, 2026
By:
/s/ Steven S. Sintros
Steven S. Sintros
President and Chief Executive Officer
/s/ Shane O’Connor
Shane O’Connor
Executive Vice President and Chief Financial Officer