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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001535472 XXXXXXXX LIVE 2 Common Stock, par value $0.01 per share 05/05/2025 false 0001967649 29430C102 Vestis Corporation 1035 Alpharetta Street, Suite 2100 Roswell GA 30075 Keith Meister/Patrick Dooley (212) 474-6700 Corvex Management LP, 667 Madison Avenue New York NY 10065 0001535472 Corvex Management LP b AF Y DE 17007877 0 17007877 0 17007877 N 12.9 IA PN 0001307631 Keith A. Meister b AF Y X1 17007877 0 17007877 0 17007877 N 12.9 IN HC Common Stock, par value $0.01 per share Vestis Corporation 1035 Alpharetta Street, Suite 2100 Roswell GA 30075 This Amendment No. 2 ("Amendment No. 2") supplements the information set forth in the Schedule 13D dated May 8, 2024, and as amended by Amendment No. 1 on June 20, 2024, filed by Corvex Management LP ("Corvex") and Keith Meister with the United States Securities and Exchange Commission (the "Schedule 13D") relating to the shares of common stock, par value $0.01 per share (the "Shares"), of Vestis Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Item 4 is hereby amended and supplemented by the addition of the following: On May 5, 2025, the Issuer, Corvex and Mr. Meister entered into an amendment (the "Amendment") to the Letter Agreement that increases the beneficial ownership limit from 15.0% to 20.0% (and economic exposure limit from 17.0% to 20.0%) of the outstanding Shares that Corvex and its affiliates are permitted to acquire during the period from the date of the Letter Agreement to the date Mr. Meister is no longer serving on the Board. The standstill provisions, including the increased ownership limit, continue in effect through the date Mr. Meister is no longer serving on the Board. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. Corvex may be deemed to be the beneficial owner of 17,007,877 Shares, which represent approximately 12.9% of the Issuer's outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 131,745,115 Shares outstanding as of January 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on February 5, 2025. Items 7 through 10 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference. There have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons. The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. Not applicable. Item 6 is hereby amended and supplemented by the addition of the following: The information in Item 4 is incorporated herein by reference. The Amendment is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 Amendment No. 1 to Letter Agreement, dated May 5, 2025, by and between Vestis Corporation, Corvex Management LP and Keith Meister (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2025). Corvex Management LP /s/ Keith Meister Keith Meister / Managing Partner 05/06/2025 Keith A. Meister /s/ Keith Meister Keith A. Meister / Self 05/06/2025