Form 4: Cintas Director Karen Carnahan Boosts Phantom Stock Holdings

Cintas Corporation Director Karen L. Carnahan has increased her beneficial ownership of Phantom Stock Units through deferred compensation, now holding 4,756.09 units.

Summary

• Karen L. Carnahan, a Director of Cintas Corporation (CTAS), has acquired additional Phantom Stock Units through the company's Directors' Deferred Compensation Plan.
• The filing details multiple acquisitions of Phantom Stock Units from July 23, 2019, through July 25, 2023.
• As of the latest reported transaction on July 25, 2023, Ms. Carnahan beneficially owns 4,756.09 Phantom Stock Units.
• Phantom Stock Units represent deferred cash retainer fees and dividend equivalents, with each unit's value equal to one share of Cintas Corporation common stock.
• These units are not actual shares, carry no voting rights, and are payable only in cash after the director's termination of service.
• All share amounts and stock prices reported in the filing have been adjusted to reflect a four-for-one stock split completed on September 4, 2024.
• This Form 4 is the first of two filings by Ms. Carnahan on December 17, 2025, due to SEC EDGAR system limits on the number of transactions per form.

Sentiment

Score: 6

Explanation: Slightly positive, as a director's continued accumulation of company-linked units, even if cash-settled, generally signals confidence in the company's long-term value. However, it's a routine compensation matter rather than a direct investment decision.

Positives

• The Director's continued acquisition of Phantom Stock Units indicates ongoing alignment of her interests with the company's performance, as the value of these units is tied to Cintas's common stock price.
• The deferred compensation plan provides a mechanism for directors to invest in the company's long-term success without directly impacting the outstanding share count or voting structure.

Negatives

• Phantom Stock Units are not actual shares and do not confer voting rights, meaning the director does not gain direct equity ownership or influence through these holdings.
• The units are cash-settled upon termination of service, which means they do not convert into common stock that could be held or traded by the director as equity.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

This filing is a routine insider transaction report and does not provide information directly related to broader industry trends or competitive landscape. It reflects an individual director's compensation deferral strategy.

Comparison to Industry Standards

• Deferred compensation plans, including those offering phantom stock or similar equity-linked units, are common practice among publicly traded companies to align the interests of directors and executives with shareholders.
• The structure of these units, being cash-settled and without voting rights, is a standard approach for non-employee director compensation to avoid direct equity dilution while still providing performance incentives.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by Karen L. Carnahan, a director, under the Directors' Deferred Compensation Plan, constitutes a related party transaction. This is a standard, disclosed compensation arrangement.

Stakeholder Impact

• Shareholders: The deferred compensation plan aligns director interests with shareholder value, as the value of the Phantom Stock Units is tied to the company's common stock performance. There is no direct dilution from these units as they are cash-settled.
• Director (Karen L. Carnahan): Benefits from a tax-deferred compensation vehicle that allows participation in the company's stock appreciation without direct equity ownership until cash settlement.

Key Dates

Keywords

Cintas Corporation, CTAS, Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, Director Holdings, Stock Split