Form 4: Cintas Director Tysoe Boosts Phantom Stock Holdings

Cintas Director Ronald W. Tysoe reported the acquisition of 11,577.66 phantom stock units through deferred compensation and dividend equivalents, increasing his total beneficial ownership to 22,327 units.

Summary

• Ronald W. Tysoe, a Director at Cintas Corp (CTAS), reported 30 transactions involving the acquisition of Phantom Stock Units.
• These acquisitions occurred between January 25, 2010, and October 18, 2011.
• The transactions represent the deferral of cash retainer fees and dividend equivalents into Phantom Stock Units, as per the Directors' Deferred Compensation Plan.
• A total of 11,577.66 Phantom Stock Units were acquired in the transactions detailed in this specific filing.
• Following these transactions, Tysoe's beneficial ownership of Phantom Stock Units increased from 11,482.46 units (before the first transaction in this filing) to 22,327 units.
• Phantom Stock Units are not actual shares, carry no voting rights, and are payable only in cash after termination of service as a director.
• All share amounts and stock prices have been adjusted to reflect a four-for-one stock split completed on September 4, 2024.
• This Form 4 is the second of five filings made on December 17, 2025, to accommodate all 134 individual transactions due to SEC EDGAR system limits, which cap a single Form 4 at 30 transactions.

Sentiment

Score: 7

Explanation: The filing indicates a director's continued accumulation of equity-linked compensation, which is generally a positive sign of alignment with long-term company performance, though it is a routine compensation disclosure.

Positives

• Director Ronald W. Tysoe increased his beneficial ownership of Cintas Phantom Stock Units by 11,577.66 units, demonstrating continued alignment with shareholder interests.
• The acquisitions are a result of deferring cash retainer fees and dividend equivalents, indicating a long-term commitment to the company.
• The total beneficial ownership of Phantom Stock Units for Ronald W. Tysoe now stands at 22,327 units.

Future Outlook

The filing does not contain specific forward-looking statements or guidance, beyond the historical reporting of deferred compensation.

Management Comments

• Reporting Person elected to defer a portion of the Reporting Person's cash retainer fees into Phantom Stock Units pursuant to the Directors' Deferred Compensation Plan (including dividend equivalents that have been credited as additional Phantom Stock Units), each unit having a value equal to one share of Cintas Corporation common stock but are not actual shares of common stock and carry no voting rights.
• Phantom Stock Units are payable only in cash after termination of service as a director.
• On September 4, 2024, Cintas Corporation completed a four-for-one stock split of its common stock. All share amounts and stock prices have been adjusted to give effect to this stock split.
• This Form 4 is the second of five Form 4s filed by the Reporting Person on the same date, December 17, 2025. The Form 4 has been split into five filings to cover all 134 individual transactions because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions.

Industry Context

This Form 4 filing is a routine disclosure of director compensation and does not provide broader industry context or trends. It reflects standard corporate governance practices for executive and director compensation, including deferred compensation plans.

Comparison to Industry Standards

• The use of Phantom Stock Units for director compensation is a common practice among publicly traded companies, aligning director interests with long-term shareholder value without granting immediate voting rights or equity.
• The deferral of cash retainer fees into equity-linked instruments is a standard mechanism to encourage long-term commitment and reduce short-term cash outflows for the company.
• The adjustment for a stock split is a standard accounting practice to ensure comparability of share-based compensation data over time, consistent with practices seen in companies like Microsoft or Apple following similar corporate actions.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by a director as part of a deferred compensation plan is a related party transaction, but it is a standard, disclosed compensation arrangement.

Stakeholder Impact

• Shareholders: The director's increased holdings of phantom stock units align his interests with long-term shareholder value, as the units' value is tied to the company's common stock performance.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Future Form 4 filings will continue to report changes in beneficial ownership for Ronald W. Tysoe.
• The remaining three Form 4s related to the 134 individual transactions are expected to be filed.

Key Dates

Keywords

Cintas, CTAS, Form 4, Insider Trading, Phantom Stock Units, Director Compensation, Deferred Compensation, Stock Split, Beneficial Ownership