Vestis Corp

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the securities laws. All statements that reflect our expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. These statements include, but are not limited to, statements related to our recently announced restructuring plan, and statements of our expectations regarding the performance of our business, our financial results (including volume growth, pricing, sales and cash flows), our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy. In some cases, forward-looking statements can be identified by words such as “believe,” “aim,” “anticipate,” “estimate,” “expect,” “future,” “goal,” “have confidence,” “intend,” “likely,” “look to,” “may,” “outlook,” “project,” “plan,” “seek,” “see,” “should,” “will,” “will be,” “will continue,” “will likely,” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time, and actual results or outcomes may differ materially from those that we expected. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although we believe that the expectations reflected in any forward-looking statements we make are based on reasonable assumptions, we can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Such risks and uncertainties include, but are not limited to:

•unfavorable macroeconomic conditions, including as a result of government shutdowns, inflationary pressures and higher interest rates;

•the failure to retain current customers, renew existing customer contracts and obtain new customer contracts, which could result in continued stock volatility and potential future goodwill impairment charges;

•competition in our industry;

•our ability to comply with certain financial ratios, tests and covenants in our credit agreement, including the net leverage ratio;

•our significant indebtedness and ability to meet debt obligations and our reliance on an accounts receivable securitization facility;

•our ability to successfully execute or achieve the expected benefits of our restructuring plan and other measures we may take in the future;

•increases in fuel and energy costs and other supply chain challenges and disruptions, including as a result of military conflicts in Ukraine and the Middle East;

•increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our support services contracts;

•a determination by our customers to reduce their outsourcing or use of preferred vendors;

•implementation of new or increased tariffs and ongoing changes in U.S. and foreign government trade policies, including potential modifications to existing trade agreements and retaliatory measures by foreign governments;

•the outcome of legal proceedings to which we are or may become subject, including securities litigation claims, that could result in significant legal expenses and settlement or damage awards;

•risks associated with suppliers from whom our products are sourced;

•challenge of contracts by our customers;

•currency risks and other risks associated with international operations, including compliance with a broad range of laws and regulations, including the United States Foreign Corrupt Practices Act;

•increases in labor costs or inability to hire and retain key or sufficient qualified personnel;

•continued or further unionization of our workforce or any labor strikes;

•our expansion strategy and our ability to successfully integrate the businesses we acquire and costs and timing related thereto;

•risks associated with our international operations;

•natural disasters, global calamities, climate change, pandemics, and other adverse incidents;

•liability resulting from our participation in multiemployer-defined benefit pension plans;

•liability associated with noncompliance with applicable law or other governmental regulations;

•laws and governmental regulations including those relating to the environment, wage and hour and government contracting;

•unanticipated changes in tax law;

•new interpretations of or changes in the enforcement of the government regulatory framework;

•a cybersecurity incident or other disruptions in the availability of our computer systems or privacy breaches;

•stakeholder expectations relating to environmental, social and governance (“ESG”) considerations which may expose us to liabilities and other adverse effects on our business;

•any failure by Aramark to perform its obligations under the various separation agreements entered into in connection with the Separation;

•a determination by the IRS that the Separation or certain related transactions are taxable; and

•the other risks described under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K, as may be updated from time to time in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with the Securities and Exchange Commission.

The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under Item 1A "Risk Factors," Item 3 "Legal Proceedings" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other sections of this Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Summary of Risk Factors

An investment in Vestis is subject to a number of risks, including risks relating to its business and indebtedness, risks related to Vestis’ Separation from Aramark and risks related to Vestis’ common stock. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this Annual Report for a more thorough description of these and other risks.

Risks Related to Vestis’ Business Operations

•Unfavorable economic conditions, including as a result of government shutdowns, inflationary pressures and higher interest rates, have in the past adversely affected, are currently adversely affecting and in the future could adversely affect Vestis’ business, financial condition or results of operations.

•Vestis’ failure to retain its current customers, renew its existing customer contracts on comparable terms and obtain new customer contracts could adversely affect Vestis’ business, financial condition or results of operations.

•An impairment charge of Vestis’ intangible assets, including goodwill, could have a negative impact on its financial condition and results of operations

•Competition in Vestis’ industry could adversely affect Vestis’ business, financial condition or results of operations.

•Vestis may not successfully execute or achieve the expected benefits of its restructuring plan and other measures it may take in the future, and its efforts may adversely affect its business, financial condition or results of operations.

•Increases in fuel and energy costs, including as a result of military conflicts in Ukraine and the Middle East, could materially and adversely affect Vestis’ business, financial condition or results of operations.

•Risks related to implementation of new or increased tariffs and ongoing changes in U.S. and foreign government trade policies, including potential modifications to existing trade agreements and retaliatory measures by foreign governments.

•Vestis may be adversely affected if customers reduce their outsourcing or use of preferred vendors.

•Risks associated with Vestis’ suppliers and service providers could adversely affect Vestis’ business, financial condition or results of operations.

•Vestis’ contracts may be subject to challenge by its customers, which, if determined adversely, could affect Vestis’ business, financial condition or results of operations.

•Vestis’ international business faces risks that could have an effect on Vestis’ business, financial condition or results of operations.

•Vestis’ business may suffer if it is unable to hire and retain sufficient qualified personnel or if labor costs increase.

•Vestis’ expansion strategy involves risks, including its ability to successfully integrate the businesses Vestis acquires and costs and timing related thereto.

•Natural disasters, global calamities, climate change, pandemics, terrorist acts, political unrest and other adverse incidents beyond Vestis’ control could adversely affect Vestis’ business, financial condition or results of operations.

Labor-Related Risks

•Continued or further unionization may increase Vestis’ costs and work stoppages could damage Vestis’ business.

•Vestis may incur significant liability as a result of its participation in multiemployer-defined benefit pension plans.

Legal, Regulatory, Safety and Security Risks

•Vestis is subject to legal proceedings, including securities class action claims, that could result in significant legal expenses and settlement or damage awards and may adversely affect its business, financial condition or results of operations.

•If Vestis fails to comply with requirements imposed by applicable law or regulations, it could significantly and adversely affect Vestis’ business, financial condition or results of operations.

•Environmental regulations may subject us to significant liability and limit our ability to grow

•Unanticipated changes in tax law could adversely impact Vestis’ financial results

•Vestis’ operations and reputation may be adversely affected by disruptions to or breaches of Vestis’ information systems or if Vestis’ data is otherwise compromised.

•We may use artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability.

•Vestis expects that stakeholder expectations relating to environmental, social and governance (“ESG”) considerations may expose Vestis to liabilities, increased costs, reputational harm and other adverse effects on our business.

Risks Related to Vestis’ Indebtedness

•Vestis’ credit agreement contains certain financial ratios, tests and covenants, including a net leverage ratio, as well as restrictions that limit its flexibility in operating its business.

•Vestis has significant indebtedness that could adversely affect its business and profitability and its ability to meet other obligations.

•Vestis is subject to interest rate risk.

•If Vestis’ financial performance deteriorates, it may not be able to service its indebtedness.

Risks Related to Accounts Receivable Securitization Facility

•Vestis’ reliance on an accounts receivable securitization facility subjects Vestis to certain risks that could adversely affect its financial condition and results of operations.

Risks Related to the Separation

•Vestis has a limited history of operating as an independent company, and its historical financial information prior to the Separation is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

•Vestis has repositioned its brand to remove the Aramark name, which could adversely affect its ability to attract and maintain customers.

•Vestis may be affected by restrictions under the tax matters agreement in order to avoid triggering significant tax-related liabilities.

•Vestis may be held liable to Aramark if it fails to perform under the agreements with Aramark which may negatively affect the business, financial condition or results of operations.

•If there is a determination that the Separation or certain related transactions are taxable for U.S. federal income tax purposes, Vestis could incur significant liabilities pursuant to the indemnification obligations under the tax matters agreement.

•Satisfaction of indemnification obligations following the Separation could have a material adverse effect on the cash flows and the business, financial condition or results of operations.

•There can be no assurance that Vestis will have access to the capital markets on terms acceptable to Vestis.

Risks Related to Vestis’ Common Stock

•Vestis’s stock price has recently been volatile and may continue to be volatile in the future, and as a result, the value of its common stock may decline.

•Dividends may not be declared or paid to holders of Vestis’s common stock in the future. As a result, you may have to rely on stock appreciation for any return on your investment.

•Your percentage of ownership in Vestis may be diluted in the future.

•Anti-takeover provisions could enable Vestis’ Board of Directors to resist a takeover attempt by a third party and limit the power of its stockholders.

•Vestis’ amended and restated certificate of incorporation designate the state courts within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Vestis’ stockholders, which could discourage lawsuits against Vestis and the directors and officers.