Vestis Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registrant o

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VESTIS CORP ORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Shareholders,

Fiscal 2025 was a pivotal year for Vestis. Although much work remains, we are pleased to have closed the year with positive free cash flow and on a solid financial footing. The end of fiscal 2025 marked the launch of a comprehensive strategic transformation designed to better serve our customers, and position the Company for sustainable, profitable growth.

We see significant opportunity in leveraging the scale and strength of our established business. Vestis is the second-largest provider of uniform rental services in North America, delivering to over 300,000 customer accounts* across a substantial share of major metropolitan areas in the United States and Canada.

The Case for Change

With his arrival in June, our new President and CEO, James J. Barber, Jr., brought fresh perspective, strong customer focus and a renewed sense of urgency. Over the past several months, Jim and the leadership team have worked closely with the Board to evaluate every aspect of our business; how we operate, how we serve customers, and how we create long-term value. That work culminated in a multi-year transformation plan that we began executing as we started fiscal 2026.

Our Multi-Year Transformation Framework

The plan is built around three strategic pillars, designed to stabilize revenue, unlock operating leverage, and deliver consistent, profitable growth.

•Commercial Excellence: Enhancing customer retention, penetration and profitability through improved segmentation, strategic pricing, expanded product offerings, and disciplined commercial execution.

•Operational Excellence: Standardizing operations across facilities to boost efficiency, scalability, and cost-effectiveness and a streamlined organization structure that aligns resources with strategic goals and optimizes modernizing core processes and systems.

•Asset & Network Optimization: Improving logistics and asset utilization through network rationalization, equipment reallocation, and targeted capital investments.

Looking Ahead

We believe fiscal 2026 will be a foundational year for Vestis. Our priorities include:

•Improved Profitability through action that is 100% within our control, including removing excess costs from our plant operations.

•Reduced Customer Churn through improved service quality and more strategic pricing.

•Greater Operating Network Efficiencies by deploying tools that enable market centers to operate with greater leverage and alignment to enterprise priorities.

•Deploying New Segmentation and Profitability Tools, which will give us sharper visibility into day-to-day performance and unlock opportunities to create value.

Building for the Long Term

Our strategic roadmap is clear. We are focused on disciplined execution, prioritizing customer service quality, and driving operational rigor. These are the levers that will position Vestis for sustainable, profitable growth. Most importantly, we are already taking quick action to execute our plan. That gives us confidence that 2026 will mark the beginning of a stronger, more resilient Vestis, that is built to deliver long-term value for our customers, employees, and shareholders. We want to thank our employees for their hard work and commitment, and our customers for their trust and feedback. The opportunity ahead of us is substantial, and with a clear strategy, a strong leadership team, and a culture of accountability, we believe our best days are to come.

Thank you for your continued support.

Phillip Holloman

Chairman of the Board

James J. Barber, Jr.

President, Chief Executive Officer & Director

•Based on unique customer identification numbers

NOTICE OF MEETING

The 2026 annual meeting of shareholders of Vestis Corporation (“Vestis” or the “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/VSTS2026 on Wednesday, February 18, 2026 at 10:00 a.m., Eastern Standard Time.

Shareholders will consider and have an opportunity to vote on the following items:

1. The election of the three Class II director nominees named in this proxy statement, each to serve until the 2027 annual meeting of shareholders and until their respective successors have been duly elected and qualified;

2. The approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in the accompanying proxy statement (known as “say-on-pay”);

3. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2026; and

4. The transaction of such other business as may be properly brought before the meeting.

Information about these matters is contained in the proxy statement that accompanies this notice.

RECORD DATE

The Board of Directors has fixed December 22, 2025, as the record date for the meeting. This means that only shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

HOW TO VOTE

Shareholders of record can vote their shares by using the internet or the telephone or by attending the meeting and voting online. Instructions for voting by using the internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending the meeting and voting online.

By order of the Board of Directors,

André C. Bouchard

Chief Legal Officer, General Counsel and Secretary

January 8, 2026

PROXY STATEMENT SUMMARY

Information about the Annual Meeting

Matters to Be Voted on at the Annual Meeting and Board Recommendations

Highlights of Director Nominees

(1)Designated as an “Audit Committee Financial Expert” under the SEC rules.

Highlights of Continuing Directors

(1)Designated as an “Audit Committee Financial Expert” under the SEC rules.

(2)Mr. Holloman served as interim Executive Chairman, President and Chief Executive Officer of Vestis from March 18, 2025 to June 1, 2025 while the Board conducted a search for a permanent Chief Executive Officer with the assistance of a third-party executive recruiting firm. During this period, Mr. Holloman did not meet the definition of an independent director.

Corporate Governance Highlights

•Eight of the ten members of the Board of Directors (the “Board”) are independent.

•The Board, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has determined that having a separate Chairman and Chief Executive Officer is the best board organization for Vestis at this time.

•The policy of the Board is to review the independence of all directors at least annually. Our Board affirmatively determined that eight of the ten directors of Vestis are independent under the Corporate Governance Guidelines and applicable New York Stock Exchange Rules.

•Our Board has the following committees, each of which operate under a written charter that is posted to our website: the Audit Committee, the Compensation and Human Resources Committee and the Nominating, Governance and Corporate Responsibility Committee.

•The Board’s committees are composed solely of, and chaired by, independent directors.

•The Board held 18 meetings during fiscal 2025. During fiscal 2025, each director attended at least 75% of the aggregate of all Board meetings and all meetings of committees on which he or she served, in each case with respect to the portion of fiscal 2025 that they each served.

•Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board.

•We maintain a Code of Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and certain other senior financial officers.

•Our Bylaws permit qualifying shareholders to nominate directors for election to the Board.

•Our Certificate of Incorporation enables qualifying shareholders to call a special meeting of the shareholders.