vsts-20260102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 2, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41783

Vestis Corporation

(Exact name of registrant as specified in its charter)


Delaware			92-2573927
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1035 Alpharetta Street, Suite 2100, Roswell, Georgia			30075
(Address of Principal Executive Offices)			(Zip Code)

(470) 226-3655

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VSTS	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of February 2, 2026, the registrant had 131,948,938 shares of common stock outstanding.


		Page
PART I - Financial Information
Item 1.	Condensed Financial Statements (Unaudited)	5
	Condensed Consolidated Statements of Income (Loss)	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II - Other Information		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39


	Three months ended
	January 2, 2026		December 27, 2024
Revenue	$	663,388	$	683,780
Operating Expenses:
Cost of services provided (exclusive of depreciation and amortization)	492,217		495,260
Depreciation and amortization	34,341		36,936
Selling, general and administrative expenses	120,252		121,185
Total Operating Expenses	646,810		653,381
Operating Income (Loss)	16,578		30,399
Loss (Gain) on Sale of Equity Investment	—		2,150
Interest Expense, net	22,191		23,097
Other Expense (Income), net	2,946		3,612
Income (Loss) Before Income Taxes	(8,559)		1,540
Provision (Benefit) for Income Taxes	(2,168)		708
Net Income (Loss)	$	(6,391)	$	832

Weighted Average Shares Outstanding:
Basic	131,904		131,590
Diluted	131,904		132,115
Earnings (Loss) per share:
Basic	$	(0.05)	$	0.01
Diluted	$	(0.05)	$	0.01


	January 2, 2026		October 3, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	41,547	$	29,748
Receivables (net of allowances: $35,161 and $32,677, respectively)	152,985		162,295
Inventories, net	169,097		179,020
Rental merchandise in service, net	404,329		405,625
Other current assets	85,105		73,343
Total current assets	853,063		850,031
Property and Equipment, at cost:
Land, buildings and improvements	558,588		565,677
Equipment	1,173,716		1,172,877
	1,732,304		1,738,554
Less - Accumulated depreciation	(1,084,181)		(1,075,092)
Total property and equipment, net	648,123		663,462
Goodwill	962,779		961,732
Other Intangible Assets, net	182,423		188,837
Operating Lease Right-of-use Assets	84,788		85,108
Other Assets	152,845		157,730
Total Assets	$	2,884,021	$	2,906,900
LIABILITIES AND EQUITY
Current Liabilities:

Current maturities of financing lease obligations	$	35,352	$	35,234
Current operating lease liabilities	19,955		20,189
Accounts payable	147,851		158,362
Accrued payroll and related expenses	89,670		93,897
Accrued expenses and other current liabilities	99,395		101,282
Total current liabilities	392,223		408,964
Long-Term Borrowings	1,148,793		1,155,143
Noncurrent Financing Lease Obligations	127,386		131,071
Noncurrent Operating Lease Liabilities	76,161		77,032
Deferred Income Taxes	181,879		177,337
Other Noncurrent Liabilities	93,151		91,709
Total Liabilities	2,019,593		2,041,256
Commitments and Contingencies (see Note 8)
Equity:
Common stock, par value $0.01 per share, 350,000,000 shares authorized, 131,974,473 and 131,859,470 issued and outstanding as of January 2, 2026 and October 3, 2025, respectively	1,320		1,319
Additional paid-in capital	939,533		937,531
(Accumulated deficit) retained earnings	(53,270)		(46,879)
Accumulated other comprehensive loss	(23,155)		(26,327)
Total Equity	864,428		865,644
Total Liabilities and Equity	$	2,884,021	$	2,906,900


	Common Stock
	Shares Outstanding	Par Value		Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss		Total Parent’s Equity
Balance, October 3, 2025	131,859	$	1,319	$	937,531	$	(46,879)	$	(26,327)	$	865,644
Net Income (Loss)	—	—		—		(6,391)		—		(6,391)
Other Comprehensive Income ( Loss)	—	—		—		—		3,172		3,172
Share-based compensation expense	—	—		2,343		—		—		2,343
Issuance of common stock upon exercise of stock options or awards of restricted stock units	115	1		(1)		—		—		—
Tax payments related to shares withheld for share based compensation plans	—	—		(340)		—		—		(340)
Balance, January 2, 2026	131,974	$	1,320	$	939,533	$	(53,270)	$	(23,155)	$	864,428


	January 2, 2026		October 3, 2025
Raw Materials	$	37,945	$	41,167
Work in Process	1,587		1,128
Finished Goods	129,565		136,725
Inventories, net	$	169,097	$	179,020


Balance at start of year	$	1,321
Charges	7,811
Payments	(8,996)
Balance as of January 2, 2026	$	136


Balance at start of year	$	7,392
Charges	5,498
Payments	(5,626)
Balance as of January 2, 2026	$	7,264


	October 3, 2025		Translation		January 2, 2026
United States	$	896,237	$	—	$	896,237
Canada	65,495		1,047		66,542
Total	$	961,732	$	1,047	$	962,779


	January 2, 2026						October 3, 2025
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Customer relationship assets	$	387,660	$	(221,562)	$	166,098	$	387,602	$	(214,835)	$	172,767
Trade names	16,325		—		16,325		16,070		—		16,070
	$	403,985	$	(221,562)	$	182,423	$	403,672	$	(214,835)	$	188,837


	January 2, 2026		October 3, 2025
Senior secured term loan facility, due September 2028	$	477,500	$	477,500
Senior secured term loan facility, due February 2031	665,000		665,000
Senior secured revolving facility, due September 2028	19,000		26,000
Total principal debt issued	1,161,500		1,168,500
Unamortized debt issuance costs	(11,361)		(11,959)
Unamortized discounts	(1,346)		(1,398)
Less - current portion	—		—
Long-term borrowings, net of current portion	$	1,148,793	$	1,155,143


	Three months ended
	January 2, 2026				December 27, 2024
United States:
Uniforms	$	227,661	37.8	%	$	245,778	39.5	%
Workplace Supplies	375,240		62.2	%	375,938		60.5	%
Total United States	602,901		100.0	%	621,716		100.0	%

Canada:
Uniforms	$	22,158	36.6	%	$	23,197	37.4	%
Workplace Supplies	38,329		63.4	%	38,867		62.6	%
Total Canada	60,487		100.0	%	62,064		100.0	%

Total Revenue:
Uniforms	$	249,819	37.7	%	$	268,975	39.3	%
Workplace Supplies	$	413,569	62.3	%	$	414,805	60.7	%
Total	$	663,388	100.0	%	$	683,780	100.0	%


	Three months ended
	January 2, 2026		December 27, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,309	$	6,167
Operating cash flows from finance leases	1,822		1,851
Financing cash flows from finance leases	9,186		8,303
Lease assets obtained in exchange for lease obligations:
Operating leases	$	3,281	$	2,394
Finance leases	5,391		12,932

SEC Form 10-Q filed by Vestis Corporation