Form 4: Cintas Director Tysoe Reports Phantom Stock Unit Acquisitions

Cintas Corporation Director Ronald W. Tysoe reported multiple acquisitions of phantom stock units as part of his deferred compensation plan between 2011 and 2013.

Summary

• Ronald W. Tysoe, a Director of Cintas Corp (CTAS), reported a series of acquisitions of Phantom Stock Units.
• These units were acquired between November 11, 2011, and October 3, 2013, as part of his deferred compensation.
• The acquisitions represent deferred portions of his cash retainer fees and dividend equivalents, credited as additional units.
• Phantom Stock Units are not actual shares of common stock and carry no voting rights; their value equals one share of Cintas common stock.
• These units are payable only in cash after the termination of service as a director.
• All share amounts and stock prices reported have been adjusted to reflect a four-for-one stock split completed on September 4, 2024.
• This Form 4 is the third of five filings made on December 17, 2025, to accommodate all 134 individual transactions due to SEC EDGAR system limits.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of a director's deferred compensation in phantom stock units. The accumulation of units by a director is generally seen as a positive alignment of interests, but it's a historical record of compensation rather than a new operational or financial announcement.

Positives

• Director Ronald W. Tysoe is increasing his beneficial ownership of Cintas through phantom stock units, aligning his interests with shareholders.
• The deferred compensation plan allows directors to defer cash retainer fees into phantom stock units, demonstrating a long-term commitment to the company's performance.

Negatives

• Phantom Stock Units do not carry voting rights, meaning the director does not gain direct voting influence with these acquisitions.
• The units are only payable in cash upon termination of service, limiting immediate liquidity for the director.

Risks

• The value of the phantom stock units is tied to Cintas Corporation's common stock price, exposing the director to market fluctuations.
• The units are not actual shares, so the director does not have direct equity ownership or voting rights until conversion (if applicable) or cash settlement.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding the company's future performance, as it is a disclosure of historical insider transactions related to 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 third 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 beneficial ownership, common across publicly traded companies. It reflects a standard practice of offering deferred compensation plans to align director interests with long-term shareholder value. The stock split is a corporate action that typically aims to make shares more accessible to a broader range of investors, a common strategy in mature companies.

Comparison to Industry Standards

• Deferred compensation plans for directors, often including phantom stock units, are a common practice in corporate governance across various industries, including business services like Cintas. Companies such as Aramark (ARMK) or UniFirst (UNF), which operate in similar uniform and facility services sectors, often utilize comparable compensation structures to retain and incentivize their leadership.
• The four-for-one stock split by Cintas Corporation is a corporate action seen across many established companies, such as Apple (AAPL) or Tesla (TSLA) in the past, aiming to increase stock liquidity and make shares more appealing to retail investors by lowering the per-share price, without altering the company's market capitalization or fundamental value.
• The reporting of these transactions via Form 4 is a standard regulatory requirement for insiders, ensuring transparency in beneficial ownership changes, consistent with SEC regulations for all U.S. public companies.

Corporate Governance

Related Party Transactions

• Director Ronald W. Tysoe's deferral of cash retainer fees into Phantom Stock Units under the Directors' Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: Provides transparency regarding director compensation and beneficial ownership, showing alignment of director interests with company performance through phantom stock units.
• Director (Ronald W. Tysoe): Increases his beneficial interest in Cintas, with the value of his deferred compensation tied to the company's stock price, payable in cash upon service termination.

Next Steps

• Ronald W. Tysoe will continue to hold Phantom Stock Units, which are payable in cash after his termination of service as a director.
• Additional Form 4 filings (two more) are expected from Ronald W. Tysoe on December 17, 2025, to cover all remaining historical transactions.

Key Dates

Recommendation

This Form 4 is a routine disclosure of a director's historical deferred compensation in phantom stock units. It does not contain new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions reflect a standard compensation practice and an alignment of director interests, which is generally neutral to slightly positive, but not a catalyst for a 'buy' or 'sell' decision.

Keywords

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