{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-101128","form_type":"8-K","ticker":"UNF","cik":"0000717954","company_name":"UNIFIRST CORP","filed_at":"2026-03-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.540283+00:00","generated_at":"2026-05-15T15:17:03.343832+00:00","sec_items":["1.01","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Cintas acquires UniFirst for $155 cash and 0.7720 shares per UniFirst share","bullets":["Merger consideration: $155 cash plus 0.7720 Cintas shares per UniFirst share; fractional shares paid in cash.","Two-thirds shareholder vote required; closing targeted by Jan 10, 2027 with possible extensions.","Cintas terminates for $350M; UniFirst terminates for $213.3M under specified conditions.","Voting agreement covering ~2/3 of UniFirst voting power commits to approve the merger.","Bylaws amended to add exclusive forum provision for shareholder litigation in Massachusetts."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-101128","json":"https://secwatch.observer/filing/0001193125-26-101128.json","markdown":"https://secwatch.observer/filing/0001193125-26-101128.md","text":"https://secwatch.observer/filing/0001193125-26-101128.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/d55520d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T15:17:03.343832+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7bb3a2404674713dbdce68b489f7c259c940f72f","claim":"UNIFIRST CORP: UniFirst Corporation amended its bylaws to add a customary exclusive forum provision designating the Business Litigation Session of the Superior Court of Suffolk County, Massachusetts as the sole and exclusive forum for certain state corporate law or shareholder derivative actions (effective 2026-03-10).","evidence_excerpt":"On March 10, 2026, prior to the execution of the Merger Agreement, the Company Board (as defined in the Merger Agreement) adopted an amendment to the Company’s by-laws (the “ Bylaws Amendment ”) to add a customary exclusive forum provision.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","confidence":0.95},{"claim_id":"f90fa0e28a7e244e0212359d389fa7a299ae7b37","claim":"UNIFIRST CORP entered into Agreement and Plan of Merger with Cintas Corporation, Bruin Merger Sub I, Inc., Bruin Merger Sub II, LLC (effective 2026-03-10).","evidence_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-210518","ticker":"CPRX","company_name":"CATALYST PHARMACEUTICALS, INC.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Angelini Pharma to acquire Catalyst Pharma for $4.1B ($31.50/share), premium 28% to VWAP","event_type":"m_and_a","sec_items":["1.01","5.03","7.01","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210518","json":"https://secwatch.observer/filing/0001193125-26-210518.json","markdown":"https://secwatch.observer/filing/0001193125-26-210518.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/d90722d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 10, 2026, prior to the execution of the Merger Agreement, the Company Board (as defined in the Merger Agreement) adopted an amendment to the Company’s by-laws (the “ Bylaws Amendment ”) to add a customary exclusive forum provision.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 10, 2026, prior to the execution of the Merger Agreement, the Company Board (as defined in the Merger Agreement) adopted an amendment to the Company’s by-laws (the “ Bylaws Amendment ”) to add a customary exclusive forum provision.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 10, 2026, prior to the execution of the Merger Agreement, the Company Board (as defined in the Merger Agreement) adopted an amendment to the Company’s by-laws (the “ Bylaws Amendment ”) to add a customary exclusive forum provision.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"As a result of the Business Combination, the Company ceased being a shell company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On March 10, 2026, UniFirst Corporation, a Massachusetts corporation (the “ Company ” or “ UniFirst ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with (i) Cintas Corporation, a Washington corporation (“ Parent ” or “ Cintas ”), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas (“ Merger Sub Inc. ”), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas (“ Merger Sub LLC ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/717954/000119312526101128/0001193125-26-101128-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}