Vestis Corp

This proxy statement 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 our separation from Aramark on September 29, 2023 (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 our most recently filed 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” of our Annual Report on Form 10-K and other sections of this proxy statement. 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.