NYSEIndustrialsDiversified Support ServicesS&P SmallCap 600
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Close of Nov 06, 2026 · end-of-day data
VSTS 8-K filings, explained
Every material Form 8-K Vestis has filed with the SEC since May 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Vestis Corporation appointed Russell Tiejema as Executive Vice President and Chief Financial Officer effective September 28, 2026, succeeding Adam K. Bowen, who had served as interim CFO since December 16, 2025. The company also reaffirmed its fiscal year 2026 outlook, consistent with its August 11, 2026 third quarter earnings release. The filing shows no change to that outlook, and the new CFO's pay package is set out in his employment agreement.
Russell Tiejema, 58, was most recently CFO of US LBM, from June 2024 to July 2026, and previously CFO of Masonite International
Initial base salary of $700,000, a 100% target bonus beginning fiscal 2027, and a $2,500,000 one-time sign-on equity award
Annual LTIP target grant date value of $1,750,000 beginning fiscal 2027, subject to committee approval
Adam K. Bowen, interim CFO, intends to remain with the company through the end of October 2026
Vestis reported fiscal third-quarter 2026 revenue of $661.7 million, down 1.8% from the prior year, while net income rose to $11.0 million, or $0.08 per diluted share, from a net loss of $0.7 million. The company raised its fiscal 2026 free cash flow outlook to $160.0 million to $170.0 million, which shareholders can weigh against the unchanged revenue outlook of flat to down 2%.
Q3 revenue was $661.7 million, down $12.1 million or 1.8% from $673.8 million; pounds processed fell 4.5%.
Q3 net income was $11.0 million, or $0.08 per diluted share, versus a net loss of $0.7 million a year earlier; Adjusted EBITDA was $80.9 million versus $64.0 million.
Fiscal 2026 free cash flow outlook raised to $160.0 million to $170.0 million from $120.0 million to $150.0 million; Adjusted EBITDA outlook of $310.0 million to $315.0 million, midpoint up $2.5 million to $312.5 million.
Available liquidity was $351.8 million at July 3, 2026, after the company repaid $30.0 million of debt in the quarter.
On June 12, 2026, Vestis entered into second amended employment documents with Adam K. Bowen, its Interim Chief Financial Officer, superseding his December 2025 agreements. The filing sets out pro-rata and full fiscal 2026 bonus payment terms if he leaves, and new one-time cash awards tied to the search for a permanent CFO.
Base salary stays at $400,000, with a target annual bonus of 35% of base salary under the MIB plan.
The $100,000 discretionary award Bowen received in December 2025 no longer has to be repaid.
He will receive a $100,000 award payable in June 2026, plus $100,000 for each three-month period after June 1, 2026 while no permanent CFO is appointed.
If he is not selected as permanent CFO, his role reverts to Vice President, Financial Planning & Analysis.
Vestis reported fiscal second quarter 2026 revenue of $659.4 million, down 0.9% from a year earlier, and net income of $2.6 million, compared with a net loss of $27.8 million a year ago. The company raised its fiscal 2026 Adjusted EBITDA outlook to $295 million to $325 million and its Free Cash Flow outlook to $120 million to $150 million, which it says reflects progress on its business transformation plan.
Q2 net income of $2.6 million, or $0.02 per diluted share, versus a net loss of $27.8 million in the prior-year quarter
Adjusted EBITDA of $74.5 million, versus $47.6 million in the prior-year quarter
Fiscal 2026 Adjusted EBITDA outlook raised to $295 million to $325 million from $285 million to $315 million; Free Cash Flow outlook raised to $120 million to $150 million from $50 million to $60 million
Repaid $34.0 million of debt during the quarter; available liquidity was $344.5 million as of April 3, 2026
Vestis reported fiscal first-quarter 2026 results for the quarter ended January 2, 2026, with revenue of $663.4 million, down 3.0% from a year earlier, and a net loss of $6.4 million, or $(0.05) per diluted share, compared with net income of $0.8 million a year earlier. The company reaffirmed its fiscal 2026 outlook, including Adjusted EBITDA of $285 million to $315 million, so shareholders face a year-over-year decline in results with no change to the full-year targets.
Revenue was $663.4 million, down $20.4 million year over year, on flat total volume
Net loss was $6.4 million, or $(0.05) per diluted share, versus net income of $0.8 million, or $0.01 per share, a year earlier
Adjusted EBITDA was $70.4 million, or 10.6% of revenue, compared with $81.2 million, or 11.9%, a year earlier
Fiscal 2026 outlook reaffirmed: revenue flat to down 2%, Adjusted EBITDA $285 million to $315 million, Free Cash Flow $50 million to $60 million
Vestis said CFO Kelly Janzen will leave the company effective December 31, 2025, to pursue other opportunities, and that the resignation is not due to a disagreement with the company or its board. Adam K. Bowen, the company's vice president of financial planning and analysis, was appointed interim chief financial officer effective December 16, 2025, while the board searches for a permanent CFO. The company also reaffirmed its fiscal year 2026 financial guidance.
Janzen gave notice on December 10, 2025; her resignation takes effect December 31, 2025, and she remains in her role until then.
Bowen's annual base salary is $400,000, with a target bonus of 35% of base salary, effective December 13, 2025.
Bowen receives a one-time $150,000 RSU award and a $100,000 cash award, with a second $100,000 payment tied to a 90-day period after a permanent CFO is named.
Vestis reaffirmed its full-year 2026 financial guidance, as first announced in its December 1, 2025 earnings release.
Vestis reported fiscal fourth-quarter 2025 revenue of $712 million, up 4.1% year over year, but the increase reflects an extra week worth $51.6 million; excluding it, revenue fell 3.5%. Operating income fell to $17.6 million from $29.8 million, and the company swung to a net loss of $12.5 million, or $(0.10) per diluted share, from a $2.3 million loss a year earlier. The company also launched a multi-year restructuring plan and issued fiscal 2026 guidance calling for flat to 2% lower revenue and Adjusted EBITDA of $285 million to $315 million.
Q4 operating income was $17.6 million versus $29.8 million a year earlier; net loss was $12.5 million, or $(0.10) per diluted share, versus $(0.02)
Excluding the extra week, fourth-quarter revenue declined 3.5%, with rental revenue down $18.1 million mainly from lost business
Restructuring plan expected to cost about $25 million to $30 million, be substantially complete by end of 2027, and deliver at least $75 million in annual operating cost savings by end of fiscal 2026
Fiscal 2026 outlook: revenue flat to down 2% versus normalized fiscal 2025, Adjusted EBITDA of $285 million to $315 million, and Free Cash Flow of $50 million to $60 million
Vestis Corporation said its Executive Vice President and Chief Technology Officer, Grant Shih, will leave his position effective October 7, 2025. The company stated there is no disagreement with Mr. Shih over its operations, policies or practices, and he will receive separation benefits consistent with a termination other than for cause.
Grant Shih, Executive Vice President and Chief Technology Officer, departs effective October 7, 2025
Company determined the departure on October 3, 2025
No disagreement with the company regarding operations, policies or practices
Separation benefits follow his April 2, 2024 Amended and Restated Employment Agreement, termination other than for cause
Vestis approved one-time retention equity awards for key employees, with four executive officers receiving time-based restricted stock units granted August 25, 2025. The awards are meant to keep key staff in place and represent between 0.3x and 1.0x of the typical annual long-term incentive grant.
CFO Kelly Janzen receives 200,000 time-based RSUs; COO William J. Seward, Chief Legal Officer André C. Bouchard and CTO Grant Shih each receive 80,000 RSUs.
RSUs vest two-thirds on the second anniversary and one-third on the third anniversary of the August 25, 2025 grant date, if the recipient remains employed.
Pro-rated vesting applies on death, disability or termination without Cause before a vesting date.
The Compensation and Human Resources Committee approved the awards on August 20, 2025; the grant agreement is filed as Exhibit 10.1.
Vestis reported fiscal third-quarter 2025 revenue of $673.8 million, down $24.4 million or 3.5% from a year earlier, and a net loss of $0.7 million, or $(0.01) per diluted share, compared with net income of $5.0 million, or $0.04 per share, in the prior-year quarter. Adjusted EBITDA fell to $64.0 million from $86.9 million, and CEO Jim Barber said results were in line with the company's expectations. Shareholders face lower profit and a narrower margin for covenant compliance, with the Net Leverage Ratio at 4.50x against a 5.25x limit.
Revenue of $673.8 million, down $24.4 million (3.5%) year over year, driven by a $18.0 million decline in rental revenue
Net loss of $0.7 million, or $(0.01) per diluted share, versus net income of $5.0 million, or $0.04 per share, a year earlier
Adjusted EBITDA of $64.0 million versus $86.9 million in the prior-year quarter
Net Leverage Ratio of 4.50x; the credit agreement caps it at 5.25x for quarters ending before July 3, 2026
Vestis appointed John Laveck as Vice President and Chief Accounting Officer, effective June 2, 2025, and he will serve as the company's principal accounting officer. The filing describes a routine finance leadership appointment with a $350,000 base salary and equity awards, and it does not report any financial results or change to the company's outlook.
Appointed May 14, 2025; effective June 2, 2025
Base salary of $350,000 with a 35% target bonus under the Management Incentive Bonus Plan
Annual equity award grant value of $135,000; one-time new hire RSU award of $250,000 vesting in thirds over three years
Previously Vice President Accounting Operations at Smurfit Westrock since July 2024 and WestRock since December 2017
Vestis appointed Jim Barber, a retired UPS Chief Operating Officer, as President and Chief Executive Officer effective June 2, 2025, and he will join the board at that time. The filing sets his pay at a $950,000 base salary, a 125% target bonus, a $4 million annual target equity award, and a $3 million sign-On award, and it describes severance terms if he is terminated without cause.
Jim Barber, 64, becomes President and CEO effective June 2, 2025; he previously served as UPS Chief Operating Officer from 2018 until January 2, 2020.
Initial base salary is $950,000, with a target annual bonus of 125% of base salary beginning with fiscal 2026.
Annual equity target grant value is $4,000,000 starting fiscal 2026, and a $3,000,000 sign-on restricted stock unit award vests on the third anniversary of the effective date.
Severance if terminated without cause or for good reason before the fourth anniversary includes 18 months of base salary plus target bonus; a change-of-control termination pays 2 times base salary plus target bonus.
Vestis Corporation said its Executive Vice President and Chief Human Resources Officer, Angie Kervin, has resigned from her positions effective May 16, 2025, to pursue another opportunity. The filing states the resignation was not due to any disagreement with the company on its operations, policies or practices.
Angie Kervin, EVP and Chief Human Resources Officer, gave notice on May 8, 2025
Resignation is effective May 16, 2025
Company states the departure was a personal decision, not a disagreement over operations, policies or practices
Vestis reported fiscal second-quarter 2025 revenue of $665 million, down $40.1 million from a year earlier, and a net loss of $27.8 million, compared with net income of $6.0 million in the prior-year quarter. The company also amended its credit agreement to raise its net leverage covenant to 5.25x through fiscal 2026, and it eliminated its dividend, with dividends and share repurchases restricted under the amendment.
Revenue of $665 million, down $40.1 million year over year; net loss of $27.8 million, or $(0.21) per diluted share, versus net income of $6.0 million, or $0.05 per diluted share, a year earlier
Adjusted EBITDA of $47.6 million, including a one-time $15.0 million bad debt expense; $62.6 million excluding it, or 9.4% of revenue, versus $87.2 million in the prior-year quarter
Net leverage covenant raised from 4.50x to 5.25x through the second quarter of fiscal 2026; net leverage was 4.16x at quarter end
Third-quarter fiscal 2025 revenue guidance of $674 million to $682 million and Adjusted EBITDA of at least $63 million; Jim Barber named CEO effective June 2, 2025
Vestis and activist investor Corvex Management, through Keith A. Meister, amended a June 18, 2024 letter agreement on May 5, 2025. The amendment raises the cap on shares Corvex and its affiliates may acquire during the standstill period from 15.0% to 20.0% of common stock, and economic exposure from 17.0% to 20.0%. Shareholders may care because a higher cap allows Corvex to hold a larger stake in the company.
Beneficial ownership limit raised from 15.0% to 20.0% of outstanding common stock
Economic exposure limit raised from 17.0% to 20.0%
Standstill provisions remain in effect until Mr. Meister leaves the Board of Directors
Amendment filed as Exhibit 10.1; 8-K dated May 6, 2025
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