Form 8-K

8-K — Covista Inc.

Accession: 0000730464-26-000021

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000730464

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvsa-20260507x8k.htm (Primary)

EX-99.1 (cvsa-20260507xex99d1.htm)

GRAPHIC (cvsa-20260507x8k001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvsa-20260507x8k.htm · Sequence: 1

Covista Inc._May 7, 2026

0000730464false00007304642026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Covista Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-13988

36-3150143

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

233 South Wacker Drive

Chicago, IL

60606

(Address of principal executive offices)

(Zip Code)

(312) (651-1400)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on

which registered

Common Stock $0.01 Par Value

CVSA

New York Stock Exchange

Common Stock $0.01 Par Value

CVSA

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Covista Inc. (“Covista”) issued a press release announcing its third quarter fiscal 2026 academic, operating and financial results. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Covista under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this Form 8-K and related newsletter are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Covista’s future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and Covista assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

Item 9.01 Financial Statements and Exhibits

99.1

Press Release of Covista Inc., dated May 7, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Covista Inc.

By:

/s/ Robert J. Phelan

Robert J. Phelan

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: May 7, 2026

EX-99.1

Filename: cvsa-20260507xex99d1.htm · Sequence: 2

Exhibit 99.1

Investor Contact: Jeremy Cohen

Investor.Relations@Covista.com

+1 312-906-6600

Media Contact: Maureen Bender

CovistaMedia@Covista.com

+1 313-319-4732

Covista Third Quarter Fiscal Year 2026 Results;

Raises Fiscal Year 2026 Revenue and Adjusted Earnings Per Share Guidance

Total enrollment up 6.8% YoY, with Chamberlain returning to positive total enrollment growth

Surpassed 100,000 students including record enrollment at Chamberlain and Walden

Revenue up 4.5% YoY; revenue up 8.4% YoY when adjusted for Walden one-week academic shift

Third quarter highlights

● Total student enrollment 100,585, up 6.8% year-over-year, achieved 11th straight quarter of growth

● Revenue $487.0 million, up 4.5% year-over-year; up 8.4% year-over-year when adjusted for Walden one-week academic shift

● Chamberlain University returned to positive total enrollment growth, delivered the highest enrollment in university history, and achieved 15th straight quarter of pre-licensure BSN total enrollment growth

● Walden University achieved 11th straight quarter of total enrollment growth, up 12.3% year-over-year, highest total enrollment in university history

● GAAP net income $41.6 million; adjusted EBITDA $127.9 million

Capital allocation

● Repurchased $66 million of shares in the third quarter

● Refinanced outstanding debt, consolidating into $510 million Term Loan B at attractive rates and extending maturity to 2033

● Net leverage of 0.7x as of Mar. 31, 2026

Increased fiscal year 2026 guidance

● Revenue of $1,930 million to $1,945 million, or approximately 8% to 9% growth year-over-year, and from a previous range of $1,900 million to $1,940 million

● Adjusted earnings per share of $7.95 to $8.15, or approximately 19% to 22% growth year-over-year, and from a previous range of $7.80 to $8.00

CHICAGO – May 7, 2026 – Covista Inc. (NYSE: CVSA), the largest healthcare educator in the United States, today reported third quarter fiscal year 2026 results (ended Mar. 31, 2026). The Company continues to execute on its Growth with Purpose strategy, leading the transformation of higher education by training the next generation of healthcare professionals at an industry-leading scale.

“The country needs more nurses, physicians, and behavioral health professionals than the current system is on pace to produce. Covista is helping close that gap. This quarter shows the strength of our model: more than 100,000 students and growth across every segment, including a return to enrollment growth at Chamberlain,” said Steve Beard, Chairman and Chief Executive Officer, Covista. “We educate practitioners, and we are increasingly connecting them to the healthcare systems that need them most. We are raising guidance because execution is translating into results. The need is urgent, our role is clear, and the opportunity ahead is significant.”

Financial Highlights

Selected financial data for the three months ended Mar. 31, 2026:

● Revenue of $487.0 million increased 4.5% compared with the prior year

● Operating income of $91.3 million, compared with $90.5 million in the prior year; adjusted operating income of $102.2 million, compared with $105.4 million in the prior year

● Net income of $41.6 million, compared with $60.8 million in the prior year; adjusted net income of $69.0 million, compared with $73.3 million in the prior year

● Diluted earnings per share of $1.20, compared with $1.59 in the prior year; adjusted earnings per share of $1.98, compared with $1.92 in the prior year

● Adjusted EBITDA of $127.9 million, compared with $127.8 million in the prior year; adjusted EBITDA margin of 26.3%, compared with 27.4% in the prior year

Business Highlights

● Chamberlain University continues to make progress with its campus expansion strategy, with six new campuses currently in progress, of which two received full regulatory approval and are expected to start classes during the first half of fiscal year 2027.

● Walden University continues to expand student programming; programs launched heading into the 2026 academic year have enrolled more than 1,400 students. In addition, we received approval for seven new programs, including three that are starting to enroll students: B.S. Special Education, B.S. Integrative Health, and a Post-Master’s Certificate in Palliative Care.

● American University of the Caribbean School of Medicine (AUC) and Ross University School of Medicine (RUSM) achieved a combined 97% first-time residency attainment rate1 for the 2025-2026 graduating class, marking the fifth consecutive year with a first-time residency attainment rate of at least 95% for each school. In 2026, AUC and RUSM

combined to place more than 750 students and graduates into over 400 unique healthcare facilities with more than 110 students and graduates securing positions at partner clinical hospitals.

● Ross University School of Veterinary Medicine (RUSVM) continues to be a top university in total graduates matched into highly competitive internships and residencies in 2026 through the Veterinary Internship and Residency Matching Program. For the last six years, RUSVM has been among the top schools for number of graduates matched into postgraduate opportunities, providing invaluable clinical experience in specialized fields such as surgery, cardiology, internal medicine and emergency care.

● In partnership with Google Cloud, Covista launched healthcare-specific AI professional certificates across all five of its institutions—covering AI applications in clinical practice, responsible use, and patient safety. The credentials have generated immediate demand with more than 4,000 learners enrolled to date, underscoring how urgently the health professions are seeking AI fluency.

Segment Highlights

Chamberlain

Three Months Ended

$ in millions

March 31,

2026

2025

% Change

Revenue

$197.0

$192.6

2.3%

Operating Income

$47.7

$47.5

0.4%

Adj. Operating Income

$47.9

$47.5

0.8%

Adj. EBITDA

$58.5

$56.8

2.9%

Total Students (2)

40,767

40,564

0.5%

● Total student enrollment increased 0.5% compared with the prior year, driven by growth in pre-licensure nursing.

Walden

Three Months Ended

$ in millions

March 31,

2026

2025

% Change

Revenue

$186.6

$178.4

4.6%

Operating Income

$39.5

$45.2

(12.5)%

Adj. Operating Income

$42.4

$48.0

(11.7)%

Adj. EBITDA

$49.7

$54.0

(7.9)%

Total Students (2)

54,474

48,526

12.3%

● Total student enrollment increased 12.3% compared with the prior year, driven by growth in healthcare and non-healthcare programs.

Medical and Veterinary

Three Months Ended

$ in millions

March 31,

2026

2025

% Change

Revenue

$103.5

$95.0

8.9%

Operating Income

$21.1

$17.8

18.7%

Adj. Operating Income

$21.5

$17.9

20.0%

Adj. EBITDA

$27.5

$22.9

20.1%

Total Students (2)

5,344

5,133

4.1%

● Total student enrollment increased 4.1% compared with the prior year, driven by growth in both medical and veterinary.

Fiscal Year 2026 Outlook

Covista raised its revenue guidance for fiscal year 2026 from a range of $1,900 million to $1,940 million, or approximately 6% to 8.5% growth year-over-year, to a range of $1,930 million to $1,945 million, or approximately 8% to 9% growth year-over-year. Covista also raised its adjusted earnings per share guidance from a range of $7.80 to $8.00, or approximately 17% to 20% growth year-over-year, to a range of $7.95 to $8.15, or approximately 19% to 22% growth year-over-year.

Conference Call and Webcast Information

Covista will hold a conference call to discuss its third quarter fiscal year 2026 results today at 4:00 p.m. CT (5:00 p.m. ET).

The call can be accessed by dialing +1 877-407-6184 (U.S. participants) or +1 201-389-0877 (international participants) and stating “Covista earnings call” or by using conference ID:13759299. The call will be simulcast through the Covista investor relations website at: https://investors.covista.com.

Covista will archive a replay of the call for 30 days. To access the replay, dial +1 877-660-6853 (U.S.) or +1 201-612-7415 (international), conference ID: 13759299, or visit the Covista investor relations website.

About Covista

Covista (NYSE: CVSA) is America's largest healthcare educator, serving more than 100,000 students and supported by a community of 385,000 alumni across five accredited institutions. Through personalized, tech-enabled education powered by 10,000 faculty and colleagues, Covista expands access to healthcare careers and addresses the U.S. healthcare workforce shortage at scale. Covista is the parent company of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. For more information, visit Covista.com and follow us on LinkedIn, Instagram and YouTube.

Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Covista’s

future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “potential,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. Important factors that could cause actual results to differ materially from the expectations expressed or implied by our forward-looking statements are disclosed in Item 1A. “Risk Factors,” of our Annual Report on Form 10-K. You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that these factors, performance or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements are based on information available to use as of the date any such statements are made, and Covista assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of special items that may be incurred in the future, although these special items could be material to Covista's results in accordance with GAAP.

1. Percent of students attaining a 2026-27 residency position out of all graduates or expected graduates in 2025-26 who were active applicants in the 2026 NRMP match or who attained a residency position outside the NRMP match.

2. Represents total students attending sessions during each institution’s most recent enrollment period in Q3 FY 2026 and Q3 FY 2025.

###

Covista Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands)

March 31,

June 30,

2026

2025

Assets:

Current assets:

Cash and cash equivalents

146,977

199,601

Restricted cash

1,862

1,563

Accounts and financing receivables, net

175,924

146,189

Prepaid expenses and other current assets

78,992

68,837

Total current assets

403,755

416,190

Noncurrent assets:

Property and equipment, net

276,972

256,131

Operating lease assets

201,079

191,194

Deferred income taxes

—

32,956

Intangible assets, net

757,059

765,474

Goodwill

961,262

Other assets, net

137,300

129,145

Total noncurrent assets

2,333,672

2,336,162

Total assets

2,737,427

2,752,352

Liabilities and shareholders' equity:

Current liabilities:

Accounts payable

97,261

105,017

Accrued payroll and benefits

75,093

76,374

Accrued liabilities

92,846

77,286

Deferred revenue

276,192

214,091

Current operating lease liabilities

35,230

35,159

Current portion of long-term debt

3,825

—

Total current liabilities

580,447

507,927

Noncurrent liabilities:

Long-term debt

495,644

552,669

Long-term operating lease liabilities

201,595

186,172

Deferred income taxes

58,731

31,856

Other liabilities

36,905

40,103

Total noncurrent liabilities

792,875

810,800

Total liabilities

1,373,322

1,318,727

Commitments and contingencies

Total shareholders' equity

1,364,105

1,433,625

Total liabilities and shareholders' equity

2,737,427

2,752,352

Covista Inc.

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Revenue

487,030

466,055

1,452,703

1,331,184

Operating cost and expense:

Cost of educational services

210,719

199,869

616,911

572,500

Student services and administrative expense

184,106

175,167

542,631

491,141

Restructuring expense

863

510

5,228

2,926

Total operating cost and expense

395,688

375,546

1,164,770

1,066,567

Operating income

91,342

90,509

287,933

264,617

Interest expense

(13,629)

(13,074)

(35,636)

(41,465)

Other income, net

232

1,898

4,422

6,779

Income from continuing operations before income taxes

77,945

79,333

256,719

229,931

Provision for income taxes

(19,963)

(18,539)

(61,504)

(51,716)

Income from continuing operations

57,982

60,794

195,215

178,215

Discontinued operations:

(Loss) income from discontinued operations before income taxes

(21,860)

(20,810)

6,216

Benefit from (provision for) income taxes

5,515

(14)

5,440

(1,578)

(Loss) income from discontinued operations

(16,345)

(15,370)

4,638

Net income and comprehensive income

41,637

60,832

179,845

182,853

Earnings (loss) per share:

Basic:

Continuing operations

1.69

1.64

5.52

4.76

Discontinued operations

(0.48)

0.00

(0.43)

0.12

Total basic earnings per share

1.21

1.64

5.08

4.88

Diluted:

Continuing operations

1.67

1.59

5.42

4.62

Discontinued operations

(0.47)

0.00

(0.43)

0.12

Total diluted earnings per share

1.20

1.59

4.99

4.74

Weighted-average shares outstanding:

Basic shares

34,283

37,140

35,381

37,434

Diluted shares

34,782

38,233

36,031

38,583

Covista Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

Nine Months Ended

March 31,

2026

2025

Operating activities:

Net income

179,845

182,853

Loss (income) from discontinued operations

15,370

(4,638)

Income from continuing operations

195,215

178,215

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

31,103

31,181

Amortization and impairments to operating lease assets

21,004

25,330

Depreciation

32,627

30,267

Amortization of acquired intangible assets

8,415

Amortization and write-off of debt discount and issuance costs

6,961

4,995

Provision for bad debts

48,853

46,854

Deferred income taxes

65,318

19,994

Loss on disposals and impairments of property and equipment

605

2,522

Gain on investments

(561)

(268)

Changes in assets and liabilities:

Accounts and financing receivables

(76,271)

(80,613)

Prepaid expenses and other current assets

(896)

5,727

Cloud computing implementation assets

(10,087)

(21,959)

Accounts payable

(12,607)

(9,978)

Accrued payroll and benefits

(1,136)

1,406

Accrued liabilities

(10,168)

(10,449)

Deferred revenue

66,322

66,081

Operating lease liabilities

(15,395)

(17,839)

Other assets and liabilities

(2,888)

(6,068)

Net cash provided by operating activities-continuing operations

346,414

273,813

Net cash provided by operating activities-discontinued operations

4,394

Net cash provided by operating activities

346,459

278,207

Investing activities:

Capital expenditures

(50,882)

(31,337)

Proceeds from sales of marketable securities

2,314

3,120

Purchases of marketable securities

(2,313)

(2,048)

Payment for investment in business

(5,000)

—

Net cash used in investing activities

(55,881)

(30,265)

Financing activities:

Proceeds from exercise of stock options

131

10,008

Employee taxes paid on withholding shares

(42,074)

(12,457)

Proceeds from stock issued under Colleague Stock Purchase Plan

1,305

922

Repurchases of common stock for treasury

(239,866)

(146,436)

Borrowings under long-term debt obligations

844,450

9,873

Repayments under long-term debt obligations

(895,283)

(109,873)

Payment of debt issuance and extinguishment costs

(11,566)

—

Net cash used in financing activities

(342,903)

(247,963)

Net decrease in cash, cash equivalents and restricted cash

(52,325)

(21)

Cash, cash equivalents and restricted cash at beginning of period

201,164

221,202

Cash, cash equivalents and restricted cash at end of period

148,839

221,181

Covista Inc.

Segment Revenue

(unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

March 31,

Increase/(Decrease)

2026

2025

2026

2025

Revenue:

Chamberlain

196,963

192,592

4,371

2.3

559,996

541,508

18,488

3.4

Walden (1)

186,575

178,418

8,157

4.6

594,097

511,237

82,860

16.2

Medical and Veterinary

103,492

95,045

8,447

8.9

298,610

278,439

20,171

7.2

Consolidated (1)

487,030

466,055

20,975

4.5

1,452,703

1,331,184

121,519

9.1

Covista Inc.

Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Covista’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in the subsequent GAAP to non-GAAP reconciliation tables:

Adjusted net income (most comparable GAAP measure: net income) – Measure of Covista’s net income adjusted for restructuring expense, amortization of acquired intangible assets, strategic advisory costs, loss on debt extinguishment, litigation reserve, asset impairments, debt modification costs, and loss (income) from discontinued operations.

Adjusted earnings per share (most comparable GAAP measure: diluted earnings per share) – Measure of Covista’s diluted earnings per share adjusted for restructuring expense, amortization of acquired intangible assets, strategic advisory costs, loss on debt extinguishment, litigation reserve, asset impairments, debt modification costs, and loss (income) from discontinued operations.

Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Covista’s operating income adjusted for restructuring expense, amortization of acquired intangible assets, litigation reserve, asset impairments, strategic advisory costs, and debt modification costs.

Adjusted EBITDA (most comparable GAAP measure: net income) – Measure of Covista’s net income adjusted for loss (income) from discontinued operations, interest expense, other income, net, provision for income taxes, depreciation, amortization of acquired intangible assets, amortization of cloud computing implementation assets, stock-based compensation, restructuring expense, litigation reserve, asset impairments, strategic advisory costs, and debt modification costs. Provision for income taxes, interest expense, and other income, net are not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with adjusted operating income.

Free cash flow (most comparable GAAP measure: net cash provided by operating activities-continuing operations) – Defined as net cash provided by operating activities-continuing operations less capital expenditures.

Net debt – Defined as long-term debt less cash and cash equivalents.

Net leverage – Defined as net debt divided by adjusted EBITDA.

A description of special items in our non-GAAP financial measures described above are as follows:

● Restructuring expense primarily related to workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Covista’s home office. We do not include normal, recurring, cash operating expenses in our restructuring expense.

● Amortization of acquired intangible assets.

● Amortization of cloud computing implementation assets.

● Strategic advisory costs related to expanding capabilities and bringing new capacities to market to further enhance our strategic position. We do not include normal, recurring, cash operating expenses in our strategic advisory costs.

● Reserves related to significant litigation.

● Loss on debt extinguishment related to amendments and repayments of our Senior Secured Notes due 2028, Term Loan B, and Revolver.

● Asset impairments related to adjusting certain operating lease assets and property and equipment as a result of adjusting carrying values to fair values.

● Debt modification costs related to refinancing our Term Loan B.

● Loss (income) from discontinued operations includes activity from ongoing litigation costs and settlements related to divestitures and the earn-outs we received.

Covista Inc.

Adjusted Operating Income

(unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

March 31,

Increase/(Decrease)

2026

2025

2026

2025

Chamberlain:

Operating income

47,696

47,516

180

0.4

105,302

115,716

(10,414)

(9.0)

Restructuring expense

199

(23)

222

2,024

1,912

112

Adjusted operating income

47,895

47,493

402

0.8

107,326

117,628

(10,302)

(8.8)

Operating margin

24.2

24.7

18.8

21.4

Adjusted operating margin

24.3

24.7

19.2

21.7

Walden:

Operating income

39,540

45,194

(5,654)

(12.5)

168,035

133,929

34,106

25.5

Restructuring expense

—

460

—

460

Amortization of acquired intangible assets

2,805

—

8,415

—

Litigation reserve

—

(5,550)

5,550

Adjusted operating income (1)

42,376

47,999

(5,623)

(11.7)

176,910

136,794

40,116

29.3

Operating margin

21.2

25.3

28.3

26.2

Adjusted operating margin (1)

22.7

26.9

29.8

26.8

Medical and Veterinary:

Operating income

21,127

17,800

3,327

18.7

62,454

53,934

8,520

15.8

Restructuring expense

375

121

254

855

236

619

Adjusted operating income

21,502

17,921

3,581

20.0

63,309

54,170

9,139

16.9

Operating margin

20.4

18.7

20.9

19.4

Adjusted operating margin

20.8

18.9

21.2

19.5

Home Office:

Operating loss

(17,021)

(20,001)

2,980

14.9

(47,858)

(38,962)

(8,896)

(22.8)

Restructuring expense

258

412

(154)

1,889

778

1,111

Asset impairments

—

6,442

(6,442)

—

6,442

(6,442)

Strategic advisory costs

7,238

5,100

2,138

17,032

5,100

11,932

Debt modification costs

—

712

(712)

Adjusted operating loss

(9,525)

(8,047)

(1,478)

(18.4)

(28,937)

(25,930)

(3,007)

(11.6)

Covista:

Operating income (GAAP) (1)

91,342

90,509

833

0.9

287,933

264,617

23,316

8.8

Restructuring expense

863

510

353

5,228

2,926

2,302

Amortization of acquired intangible assets

2,805

—

8,415

—

Litigation reserve

—

(5,550)

5,550

Asset impairments

—

6,442

(6,442)

—

6,442

(6,442)

Strategic advisory costs

7,238

5,100

2,138

17,032

5,100

11,932

Debt modification costs

—

712

(712)

Adjusted operating income (non-GAAP) (1)

102,248

105,366

(3,118)

(3.0)

318,608

282,662

35,946

12.7

Operating margin (GAAP) (1)

18.8

19.4

19.8

19.9

Adjusted operating margin (non-GAAP) (1)

21.0

22.6

21.9

21.2

(1) Walden revenue for the third quarter of fiscal year 2026 was impacted by a shift of one academic week from the third quarter to the second quarter, which resulted in $18.0 million of revenue being recognized during the second quarter of fiscal year 2026. Including the $18.0 million revenue timing impact in the third quarter of fiscal year 2026, Walden adjusted operating income would have increased 25.8%, or $12.4 million, to $60.4 million and Walden adjusted operating margin would have been 29.5%. Similarly, consolidated operating income would have increased 20.8%, or $18.8 million, to $109.4 million and consolidated adjusted operating income would have increased 14.1%, or $14.9 million, to $120.3 million. Consolidated operating margin would have been 21.7% and consolidated adjusted operating margin would have been 23.8%.

Covista Inc.

Adjusted EBITDA

(unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

March 31,

Increase/(Decrease)

2026

2025

2026

2025

Chamberlain:

Adjusted operating income (GAAP)

47,895

47,493

402

0.8

107,326

117,628

(10,302)

(8.8)

Depreciation

6,027

5,350

677

17,108

16,184

924

Amortization of cloud computing implementation assets

2,073

786

1,287

5,620

2,253

3,367

Stock-based compensation

2,465

3,178

(713)

8,709

10,290

(1,581)

Adjusted EBITDA (non-GAAP)

58,460

56,807

1,653

2.9

138,763

146,355

(7,592)

(5.2)

Adjusted EBITDA margin (non-GAAP)

29.7

29.5

24.8

27.0

Walden:

Adjusted operating income (GAAP)

42,376

47,999

(5,623)

(11.7)

176,910

136,794

40,116

29.3

Depreciation

2,075

1,951

124

6,089

5,428

661

Amortization of cloud computing implementation assets

1,918

763

1,155

5,023

2,242

2,781

Stock-based compensation

3,374

3,288

10,264

9,354

910

Adjusted EBITDA (non-GAAP) (1)

49,743

54,001

(4,258)

(7.9)

198,286

153,818

44,468

28.9

Adjusted EBITDA margin (non-GAAP) (1)

26.7

30.3

33.4

30.1

Medical and Veterinary:

Adjusted operating income (GAAP)

21,502

17,921

3,581

20.0

63,309

54,170

9,139

16.9

Depreciation

3,109

2,785

324

8,936

8,098

838

Amortization of cloud computing implementation assets

720

304

416

1,836

902

934

Stock-based compensation

2,129

1,848

281

6,221

5,613

608

Adjusted EBITDA (non-GAAP)

27,460

22,858

4,602

20.1

80,302

68,783

11,519

16.7

Adjusted EBITDA margin (non-GAAP)

26.5

24.0

26.9

24.7

Home Office:

Adjusted operating loss

(9,525)

(8,047)

(1,478)

(18.4)

(28,937)

(25,930)

(3,007)

(11.6)

Depreciation

166

188

(22)

494

557

(63)

Stock-based compensation

1,603

1,949

(346)

5,909

5,924

(15)

Adjusted EBITDA

(7,756)

(5,910)

(1,846)

(31.2)

(22,534)

(19,449)

(3,085)

(15.9)

Covista:

Net income (GAAP)

41,637

60,832

(19,195)

(31.6)

179,845

182,853

(3,008)

(1.6)

Loss (income) from discontinued operations

16,345

(38)

16,383

15,370

(4,638)

20,008

Interest expense

13,629

13,074

555

35,636

41,465

(5,829)

Other income, net

(232)

(1,898)

1,666

(4,422)

(6,779)

2,357

Provision for income taxes

19,963

18,539

1,424

61,504

51,716

9,788

Depreciation and amortization

18,893

14,932

3,961

53,521

44,079

9,442

Stock-based compensation

9,571

10,263

(692)

31,103

31,181

(78)

Restructuring expense

863

510

353

5,228

2,926

2,302

Litigation reserve

—

(5,550)

5,550

Asset impairments

—

6,442

(6,442)

—

6,442

(6,442)

Strategic advisory costs

7,238

5,100

2,138

17,032

5,100

11,932

Debt modification costs

—

712

(712)

Adjusted EBITDA (non-GAAP) (1)

127,907

127,756

151

0.1

394,817

349,507

45,310

13.0

Adjusted EBITDA margin (non-GAAP) (1)

26.3

27.4

27.2

26.3

(1) Walden revenue for the third quarter of fiscal year 2026 was impacted by a shift of one academic week from the third quarter to the second quarter, which resulted in $18.0 million of revenue being recognized during the second quarter of fiscal year 2026. Including the $18.0 million revenue timing impact in the third quarter of fiscal year 2026, Walden adjusted EBITDA would have increased 25.5%, or $13.8 million, to $67.8 million and Walden adjusted EBITDA margin would have been 33.1%. Similarly, consolidated adjusted EBITDA would have increased 14.2%, or $18.2 million, to $145.9 million and consolidated adjusted EBITDA margin would have been 28.9%.

Covista Inc.

Adjusted Earnings

(unaudited)

(in thousands, except per share data)

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Net income (GAAP)

41,637

60,832

179,845

182,853

Restructuring expense

863

510

5,228

2,926

Amortization of acquired intangible assets

2,805

8,415

Strategic advisory costs

7,238

5,100

17,032

5,100

Loss on debt extinguishment, litigation reserve, asset impairments, and debt modification costs

3,828

8,180

4,810

3,342

Income tax impact on non-GAAP adjustments (1)

(3,676)

(4,134)

(8,822)

(4,821)

Loss (income) from discontinued operations

16,345

(38)

15,370

(4,638)

Adjusted net income (non-GAAP)

69,040

73,255

221,878

193,177

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Diluted earnings per share (GAAP)

1.20

1.59

4.99

4.74

Effect on diluted earnings per share:

Restructuring expense

0.02

0.01

0.15

0.08

Amortization of acquired intangible assets

0.08

0.07

0.23

0.22

Strategic advisory costs

0.21

0.13

0.47

0.13

Loss on debt extinguishment, litigation reserve, asset impairments, and debt modification costs

0.11

0.21

0.13

0.09

Income tax impact on non-GAAP adjustments (1)

(0.11)

(0.24)

(0.12)

Loss (income) from discontinued operations

0.47

(0.00)

0.43

(0.12)

Adjusted earnings per share (non-GAAP)

1.98

1.92

6.16

5.01

Diluted shares

34,782

38,233

36,031

38,583

Note: May not sum due to rounding.

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

Covista Inc.

Free Cash Flow

(unaudited)

(in thousands)

Twelve Months Ended

FY25

FY26

Net cash provided by operating activities-continuing operations (GAAP)

335,069

333,734

374,796

427,890

406,335

Capital expenditures

(47,914)

(50,327)

(55,936)

(59,880)

(69,872)

Free cash flow (non-GAAP)

287,155

283,407

318,860

368,010

336,463

Covista Inc.

Net Leverage

(unaudited)

(in thousands)

Twelve Months Ended

March 31, 2026

Covista:

Net income (GAAP)

234,057

Loss from discontinued operations

15,620

Interest expense

46,489

Other income, net

(6,933)

Provision for income taxes

75,625

Depreciation and amortization

68,607

Stock-based compensation

41,512

Restructuring expense

5,616

Strategic advisory costs

23,932

Loss on assets held for sale

490

Adjusted EBITDA (non-GAAP)

505,015

March 31, 2026

Long-term debt

510,000

Less: Cash and cash equivalents

(146,977)

Net debt (non-GAAP)

363,023

Net leverage (non-GAAP)

0.7 x

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Document and Entity Information

May 07, 2026

Document and Entity Information [Abstract]

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Document Period End Date

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Covista Inc.

Entity Incorporation, State or Country Code

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