Form 8-K

8-K — Covista Inc.

Accession: 0000730464-26-000037

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000730464

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvsa-20260806x8k.htm (Primary)

EX-99.1 (cvsa-20260806xex99d1.htm)

GRAPHIC (cvsa-20260806x8k001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvsa-20260806x8k.htm · Sequence: 1

Covista Inc._August 6, 2026

0000730464false00007304642026-08-062026-08-06

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): August 6, 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 August 6, 2026, Covista Inc. (“Covista”) issued a press release announcing its fourth quarter and full year 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 press 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,” “project,” “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 August 6, 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: August 6, 2026

EX-99.1

Filename: cvsa-20260806xex99d1.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 Announces Fiscal Year 2026 Results, Exceeds Financial Guidance;

Initiates Fiscal Year 2027 Guidance

Total Q4 enrollment up 8.4% and revenue up 9.7% YoY

Chamberlain accelerates total enrollment growth to 1.6%

Revenue up 9.3% YoY for fiscal year 2026

Fiscal year 2026 diluted earnings per share $7.04; Adjusted EPS $8.25, growth of 23.7% YoY

Fourth quarter highlights

● GAAP diluted earnings per share $2.06; adjusted EPS $2.09, up 25.9% year-over-year

● Total student enrollment 99,472, up 8.4% year-over-year, achieved 12th straight quarter of growth

● Revenue $501.4 million, up 9.7% year-over-year

● Chamberlain University accelerated total enrollment growth, and achieved 16th straight quarter of pre-licensure BSN total enrollment growth

● Walden University achieved 12th straight quarter of total enrollment growth, up 14.0% year-over-year, highest total enrollment in university history

● Medical and Veterinary delivered total enrollment growth of 7.3% year-over-year

● GAAP net income $71.7 million; adjusted EBITDA $126.9 million, up 15.2% year-over-year

Fiscal year highlights

● Revenue $1,954.1 million, up 9.3% year-over-year

● Chamberlain University resumed total enrollment growth in second half, and announced two major employer collaborations with leading health systems to address critical healthcare workforce needs

● Walden University total enrollment up double digits every quarter, delivered the highest total enrollment in university history

● Medical and Veterinary enrolled approximately 5,250 students on average, up 4.5% year-over-year

● GAAP net income $251.6 million; adjusted EBITDA $521.7 million, up 13.5% year-over-year

Fiscal year capital allocation

● Repurchased $238 million of shares and repaid $50 million of outstanding Term Loan B debt

● Successfully refinanced outstanding debt and increased revolving credit capacity, with extended maturities and attractive rates

● Net leverage of 0.5x as of June 30, 2026

Fiscal year 2027 guidance

● Revenue in the range of $2,050 million to $2,090 million, or approximately 5% to 7% growth year-over-year

● Adjusted earnings per share in the range of $8.90 to $9.15, or approximately 8% to 11% growth year-over-year

CHICAGO – August 6, 2026 – Covista Inc. (NYSE: CVSA), America’s largest healthcare educator, today reported fourth quarter and fiscal year 2026 results (ended June 30, 2026). The Company completed its three-year Growth with Purpose strategy and now embarks on its Purpose at Scale strategy, leading the transformation of higher education by training the next generation of healthcare professionals at an industry-leading scale.

"We completed Growth with Purpose in a position of strength, exceeding both our fiscal 2026 and long-term financial targets. The strategy produced exactly what it was designed to deliver: compounding returns built on sustained investment, deliberate positioning, and a relentless focus on student outcomes. But the results go beyond the financial. They reflect a deeper transformation and vision to be the destination where healthcare ambitions are made possible, graduating professionals who don't just fill jobs, but strengthen the communities where they serve,” said Steve Beard, Chairman and Chief Executive Officer, Covista. “We enter our next chapter, Purpose at Scale, powered by an operating model that converts durable healthcare demand into sustainable, profitable growth. Applying that discipline to a larger opportunity is how we create value for our stakeholders and help close the healthcare workforce shortage the country urgently needs solved."

Financial Highlights

Selected financial data for the three months ended June 30, 2026:

● Revenue of $501.4 million increased 9.7% compared with the prior year

● Operating income of $95.4 million, compared with $76.9 million in the prior year;

adjusted operating income of $100.9 million, compared with $87.5 million in the prior year

● Net income of $71.7 million, compared with $54.2 million in the prior year;

adjusted net income of $72.8 million, compared with $62.4 million in the prior year

● Diluted earnings per share of $2.06, compared with $1.44 in the prior year;

adjusted earnings per share of $2.09, compared with $1.66 in the prior year

● Adjusted EBITDA of $126.9 million, compared with $110.2 million in the prior year;

adjusted EBITDA margin of 25.3%, compared with 24.1% in the prior year

Selected financial data for the fiscal year ended June 30, 2026:

● Revenue of $1,954.1 million increased 9.3% compared with the prior year

● Operating income of $383.4 million, compared with $341.5 million in the prior year;

adjusted operating income of $419.5 million, compared with $370.2 million in the prior year

● Net income of $251.6 million, compared with $237.1 million in the prior year;

adjusted net income of $294.7 million, compared with $255.6 million in the prior year

● Diluted earnings per share of $7.04, compared with $6.18 in the prior year;

adjusted earnings per share of $8.25, compared with $6.67 in the prior year

● Adjusted EBITDA of $521.7 million, compared with $459.7 million in the prior year;

adjusted EBITDA margin of 26.7%, compared with 25.7% in the prior year

Business Highlights

● Covista and Advocate Health, the third-largest nonprofit integrated health system in the United States, launched a strategic nursing collaboration that creates a clear, financially supported pathway

into the nursing profession. Delivered through Chamberlain University, the new collaboration expands access to nursing education and builds a direct pipeline of practice-ready nurses across the communities Advocate Health serves.

● Chamberlain University continues to make progress with its campus expansion strategy, announcing it will open two new campuses, in Cincinnati and Salt Lake City, which are expected to start classes during the first half of fiscal year 2027.

● Walden University continues to expand student program offerings; programs launched heading into the 2026 academic year have enrolled more than 1,700 students. Subsequent to the quarter, Walden began enrolling students in four new programs and submitted two additional behavioral health programs for regulatory approval.

● Covista’s Medical and Veterinary schools (American University of the Caribbean School of Medicine, Ross University School of Medicine and Ross University School of Veterinary Medicine) graduated more than 1,100 students in fiscal year 2026. Medical students from 46 states and 28 countries and veterinary students from 42 states and 8 countries were amongst the graduating class.1

● In partnership with Google Cloud, Covista added nine new AI professional certificates during the fourth quarter—including AI applications in veterinary medicine, mental health, and public health, amongst others. In total, Covista has made 12 credentials available to active students, alumni and healthcare professionals, enrolling more than 9,000 learners to date, underscoring how urgently the health professions are seeking AI fluency.

● Covista has been recognized with multiple national awards honoring the company's workplace culture, employee experience, and commitment to corporate responsibility, including the Forbes list of America’s Best Employers for New Grads 2026 and the 2026-2027 Best Company to Work For - Midwest by U.S. News & World Report.

Segment Highlights

Chamberlain

Three Months Ended

Year Ended

$ in millions

June 30,

2026

2025

% Change

2026

2025

% Change

Revenue

$190.2

$184.3

3.2%

$750.2

$725.8

3.4%

Operating Income

$36.3

$35.7

1.6%

$141.6

$151.5

(6.5)%

Adj. Operating Income

$36.3

$35.7

1.6%

$143.6

$153.4

(6.3)%

Adj. EBITDA

$46.8

$45.0

3.8%

$185.5

$191.4

(3.1)%

Total Students (2)

39,501

38,891

1.6%

● Total student enrollment increased 1.6% compared with the prior year, driven by growth in pre-licensure nursing.

Walden

Three Months Ended

Year Ended

$ in millions

June 30,

2026

2025

% Change

2026

2025

% Change

Revenue

$210.8

$182.2

15.7%

$804.9

$693.4

16.1%

Operating Income

$59.8

$44.0

35.9%

$227.8

$177.9

28.0%

Adj. Operating Income

$62.8

$46.8

34.3%

$239.7

$183.6

30.6%

Adj. EBITDA

$69.7

$52.7

32.3%

$268.0

$206.5

29.8%

Total Students (2)

54,851

48,116

14.0%

● Total student enrollment increased 14.0% compared with the prior year, driven by growth in healthcare and non-healthcare programs.

Medical and Veterinary

Three Months Ended

Year Ended

$ in millions

June 30,

2026

2025

% Change

2026

2025

% Change

Revenue

$100.3

$90.6

10.7%

$398.9

$369.1

8.1%

Operating Income

$16.7

$14.9

12.1%

$79.1

$68.8

15.0%

Adj. Operating Income

$16.7

$15.1

10.4%

$80.0

$69.3

15.5%

Adj. EBITDA

$22.5

$20.0

12.3%

$102.8

$88.8

15.7%

Total Students (2)

5,120

4,773

7.3%

● Total student enrollment increased 7.3% compared with the prior year, driven by growth in both medical and veterinary.

Fiscal Year 2027 Outlook

Covista initiates guidance for fiscal year 2027, including:

● Revenue in the range of $2,050 million to $2,090 million, or approximately 5% to 7% growth year-over-year.

● Adjusted earnings per share in the range of $8.90 to $9.15, or approximately 8% to 11% growth year-over-year.

“We are entering the first year of Purpose at Scale with enhanced momentum, reflecting our strong finish to fiscal year 2026. The overall financial performance trajectory allows us to provide compelling guidance for fiscal year 2027. Taken together, we are tracking ahead of where we expected we would be with regard to our long-term targets,” said Beard.

Conference Call and Webcast Information

Covista will hold a conference call to discuss its fourth quarter and 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:13761006. 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: 13761006, or visit the Covista investor relations website.

About Covista

Covista (NYSE: CVSA) is America's largest healthcare educator, serving 100,000 students and supported by a community of 400,000 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,” “project,”

“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 may not contain all of the factors that are important to you. We cannot assure you that we will realize the results, 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 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.

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. States include the District of Columbia; countries based on student citizenship.

2. Represents total students attending sessions during each institution’s most recent enrollment period in Q4 FY 2026 and Q4 FY 2025.

###

Covista Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands)

June 30,

2026

2025

Assets:

Current assets:

Cash and cash equivalents

406,316

199,601

Restricted cash

1,438

1,563

Accounts and financing receivables, net

169,561

146,189

Prepaid expenses and other current assets

75,126

68,837

Total current assets

652,441

416,190

Noncurrent assets:

Property and equipment, net

302,649

256,131

Operating lease assets

204,364

191,194

Deferred income taxes

—

32,956

Intangible assets, net

754,254

765,474

Goodwill

961,262

Other assets, net

137,738

129,145

Total noncurrent assets

2,360,267

2,336,162

Total assets

3,012,708

2,752,352

Liabilities and shareholders' equity:

Current liabilities:

Accounts payable

124,763

105,017

Accrued payroll and benefits

78,669

76,374

Accrued liabilities

94,364

77,286

Deferred revenue

259,125

214,091

Current operating lease liabilities

34,799

35,159

Current portion of long-term debt

5,100

—

Total current liabilities

596,820

507,927

Noncurrent liabilities:

Long-term debt

657,750

552,669

Long-term operating lease liabilities

207,846

186,172

Deferred income taxes

61,782

31,856

Other liabilities

42,325

40,103

Total noncurrent liabilities

969,703

810,800

Total liabilities

1,566,523

1,318,727

Commitments and contingencies

Total shareholders' equity

1,446,185

1,433,625

Total liabilities and shareholders' equity

3,012,708

2,752,352

Covista Inc.

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

Three Months Ended

Year Ended

June 30,

2026

2025

2026

2025

Revenue

501,382

457,106

1,954,085

1,788,290

Operating cost and expense:

Cost of educational services

216,749

198,930

833,660

771,430

Student services and administrative expense

188,089

180,863

730,720

672,004

Restructuring expense

1,101

388

6,329

3,314

Total operating cost and expense

405,939

380,181

1,570,709

1,446,748

Operating income

95,443

76,925

383,376

341,542

Interest expense

(9,799)

(10,853)

(45,435)

(52,318)

Other income, net

2,756

2,511

7,178

9,290

Income from continuing operations before income taxes

88,400

68,583

345,119

298,514

Provision for income taxes

(16,240)

(14,121)

(77,744)

(65,837)

Income from continuing operations

72,160

54,462

267,375

232,677

Discontinued operations:

(Loss) income from discontinued operations before income taxes

(426)

(346)

(21,236)

5,870

(Provision for) benefit from income taxes

(13)

5,427

(1,482)

(Loss) income from discontinued operations

(439)

(250)

(15,809)

4,388

Net income and comprehensive income

71,721

54,212

251,566

237,065

Earnings (loss) per share:

Basic:

Continuing operations

2.12

1.51

7.63

6.27

Discontinued operations

(0.01)

(0.45)

0.12

Total basic earnings per share

2.11

1.50

7.18

6.39

Diluted:

Continuing operations

2.08

1.45

7.49

6.07

Discontinued operations

(0.01)

(0.44)

0.11

Total diluted earnings per share

2.06

1.44

7.04

6.18

Weighted-average shares outstanding:

Basic shares

34,032

36,034

35,045

37,085

Diluted shares

34,763

37,584

35,715

38,334

Covista Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

Year Ended June 30,

2026

2025

Operating activities:

Net income

251,566

237,065

Loss (income) from discontinued operations

15,809

(4,388)

Income from continuing operations

267,375

232,677

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

Stock-based compensation

41,216

41,590

Amortization and impairments to operating lease assets

27,946

32,543

Depreciation

43,850

40,702

Amortization of acquired intangible assets

11,220

Amortization and write-off of debt discount and issuance costs

7,621

5,985

Provision for credit losses

68,765

63,237

Deferred income taxes

68,352

18,413

Loss on disposals and impairments of property and equipment

743

2,527

Gain on investments

(1,720)

(1,074)

Loss on assets held for sale

—

490

Changes in assets and liabilities:

Accounts and financing receivables

(89,263)

(80,820)

Prepaid expenses and other current assets

8,423

5,546

Cloud computing implementation assets

(13,954)

(32,823)

Accounts payable

6,192

140

Accrued payroll and benefits

2,494

5,144

Accrued liabilities

(9,697)

(15,948)

Deferred revenue

50,925

34,273

Operating lease liabilities

(19,802)

(24,792)

Other assets and liabilities

110

(5,296)

Net cash provided by operating activities-continuing operations

470,796

333,734

Net cash (used in) provided by operating activities-discontinued operations

(374)

4,165

Net cash provided by operating activities

470,422

337,899

Investing activities:

Capital expenditures

(77,696)

(50,327)

Proceeds from sales of marketable securities

3,260

3,120

Purchases of marketable securities

(4,264)

(2,048)

Payment for investment in business

(5,000)

—

Proceeds from sale of assets

—

7,334

Net cash used in investing activities

(83,700)

(41,921)

Financing activities:

Proceeds from exercise of stock options

131

10,027

Employee taxes paid on withholding shares

(42,367)

(14,200)

Proceeds from stock issued under Colleague Stock Purchase Plan

1,790

1,282

Repurchases of common stock for treasury

(239,866)

(213,125)

Borrowings under long-term debt obligations

1,007,450

9,873

Repayments under long-term debt obligations

(895,283)

(109,873)

Payment of debt issuance and extinguishment costs

(11,987)

—

Net cash used in financing activities

(180,132)

(316,016)

Net increase (decrease) in cash, cash equivalents and restricted cash

206,590

(20,038)

Cash, cash equivalents and restricted cash at beginning of period

201,164

221,202

Cash, cash equivalents and restricted cash at end of period

407,754

201,164

Covista Inc.

Segment Revenue

(unaudited)

(in thousands)

Three Months Ended

Year Ended

June 30,

Increase/(Decrease)

2026

2025

2026

2025

Revenue:

Chamberlain

190,216

184,266

5,950

3.2

750,212

725,774

24,438

3.4

Walden

210,836

182,193

28,643

15.7

804,933

693,430

111,503

16.1

Medical and Veterinary

100,330

90,647

9,683

10.7

398,940

369,086

29,854

8.1

Consolidated

501,382

457,106

44,276

9.7

1,954,085

1,788,290

165,795

9.3

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, loss on assets held for sale, debt modification costs, tax benefit due to change in unrecognized tax benefits, 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, loss on assets held for sale, debt modification costs, tax benefit due to change in unrecognized tax benefits, 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, loss on assets held for sale, 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, loss on assets held for sale, 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 total long-term debt principal 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.

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

● Reserves related to significant litigation.

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

● Loss on assets held for sale related to adjusting those assets to estimated fair value less costs to sell.

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

● Tax benefit due to change in unrecognized tax benefits.

● 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

Year Ended

June 30,

Increase/(Decrease)

2026

2025

2026

2025

Chamberlain:

Operating income

36,316

35,739

577

1.6

141,618

151,455

(9,837)

(6.5)

Restructuring expense

—

2,024

1,912

112

Adjusted operating income

36,316

35,739

577

1.6

143,642

153,367

(9,725)

(6.3)

Operating margin

19.1

19.4

18.9

20.9

Adjusted operating margin

19.1

19.4

19.1

21.1

Walden:

Operating income

59,753

43,982

15,771

35.9

227,788

177,911

49,877

28.0

Restructuring expense

255

—

255

715

—

715

Amortization of acquired intangible assets

2,805

—

11,220

—

Litigation reserve

—

(5,550)

5,550

Adjusted operating income

62,813

46,787

16,026

34.3

239,723

183,581

56,142

30.6

Operating margin

28.3

24.1

28.3

25.7

Adjusted operating margin

29.8

25.7

29.8

26.5

Medical and Veterinary:

Operating income

16,656

14,864

1,792

12.1

79,110

68,798

10,312

15.0

Restructuring expense

—

218

(218)

855

454

401

Adjusted operating income

16,656

15,082

1,574

10.4

79,965

69,252

10,713

15.5

Operating margin

16.6

16.4

19.8

18.6

Adjusted operating margin

16.6

20.0

18.8

Home Office:

Operating loss

(17,282)

(17,660)

378

2.1

(65,140)

(56,622)

(8,518)

(15.0)

Restructuring expense

846

170

676

2,735

948

1,787

Asset impairments

—

6,442

(6,442)

Strategic advisory costs

1,530

6,900

(5,370)

18,562

12,000

6,562

Loss on assets held for sale

—

490

(490)

—

490

(490)

Debt modification costs

—

712

(712)

Adjusted operating loss

(14,906)

(10,100)

(4,806)

(47.6)

(43,843)

(36,030)

(7,813)

(21.7)

Covista:

Operating income (GAAP)

95,443

76,925

18,518

24.1

383,376

341,542

41,834

12.2

Restructuring expense

1,101

388

713

6,329

3,314

3,015

Amortization of acquired intangible assets

2,805

—

11,220

—

Litigation reserve

—

(5,550)

5,550

Asset impairments

—

6,442

(6,442)

Strategic advisory costs

1,530

6,900

(5,370)

18,562

12,000

6,562

Loss on assets held for sale

—

490

(490)

—

490

(490)

Debt modification costs

—

712

(712)

Adjusted operating income (non-GAAP)

100,879

87,508

13,371

15.3

419,487

370,170

49,317

13.3

Operating margin (GAAP)

19.0

16.8

19.6

19.1

Adjusted operating margin (non-GAAP)

20.1

19.1

21.5

20.7

Covista Inc.

Adjusted EBITDA

(unaudited)

(in thousands)

Three Months Ended

Year Ended

June 30,

Increase/(Decrease)

2026

2025

2026

2025

Chamberlain:

Adjusted operating income (GAAP)

36,316

35,739

577

1.6

143,642

153,367

(9,725)

(6.3)

Depreciation

5,965

5,503

462

23,073

21,687

1,386

Amortization of cloud computing implementation assets

2,069

780

1,289

7,689

3,033

4,656

Stock-based compensation

2,419

3,019

(600)

11,128

13,309

(2,181)

Adjusted EBITDA (non-GAAP)

46,769

45,041

1,728

3.8

185,532

191,396

(5,864)

(3.1)

Adjusted EBITDA margin (non-GAAP)

24.6

24.4

24.7

26.4

Walden:

Adjusted operating income (GAAP)

62,813

46,787

16,026

34.3

239,723

183,581

56,142

30.6

Depreciation

2,014

1,993

8,103

7,421

682

Amortization of cloud computing implementation assets

1,916

760

1,156

6,939

3,002

3,937

Stock-based compensation

2,926

3,123

(197)

13,190

12,477

713

Adjusted EBITDA (non-GAAP)

69,669

52,663

17,006

32.3

267,955

206,481

61,474

29.8

Adjusted EBITDA margin (non-GAAP)

33.0

28.9

33.3

29.8

Medical and Veterinary:

Adjusted operating income (GAAP)

16,656

15,082

1,574

10.4

79,965

69,252

10,713

15.5

Depreciation

3,080

2,755

325

12,016

10,853

1,163

Amortization of cloud computing implementation assets

719

306

413

2,555

1,208

1,347

Stock-based compensation

2,022

1,873

149

8,243

7,486

757

Adjusted EBITDA (non-GAAP)

22,477

20,016

2,461

12.3

102,779

88,799

13,980

15.7

Adjusted EBITDA margin (non-GAAP)

22.4

22.1

25.8

24.1

Home Office:

Adjusted operating loss

(14,906)

(10,100)

(4,806)

(47.6)

(43,843)

(36,030)

(7,813)

(21.7)

Depreciation

164

184

(20)

658

741

(83)

Stock-based compensation

2,746

2,394

352

8,655

8,318

337

Adjusted EBITDA

(11,996)

(7,522)

(4,474)

(59.5)

(34,530)

(26,971)

(7,559)

(28.0)

Covista:

Net income (GAAP)

71,721

54,212

17,509

32.3

251,566

237,065

14,501

6.1

Loss (income) from discontinued operations

439

250

189

15,809

(4,388)

20,197

Interest expense

9,799

10,853

(1,054)

45,435

52,318

(6,883)

Other income, net

(2,756)

(2,511)

(245)

(7,178)

(9,290)

2,112

Provision for income taxes

16,240

14,121

2,119

77,744

65,837

11,907

Depreciation and amortization

18,732

15,086

3,646

72,253

59,165

13,088

Stock-based compensation

10,113

10,409

(296)

41,216

41,590

(374)

Restructuring expense

1,101

388

713

6,329

3,314

3,015

Litigation reserve

—

(5,550)

5,550

Asset impairments

—

6,442

(6,442)

Strategic advisory costs

1,530

6,900

(5,370)

18,562

12,000

6,562

Loss on assets held for sale

—

490

(490)

—

490

(490)

Debt modification costs

—

712

(712)

Adjusted EBITDA (non-GAAP)

126,919

110,198

16,721

15.2

521,736

459,705

62,031

13.5

Adjusted EBITDA margin (non-GAAP)

25.3

24.1

26.7

25.7

Covista Inc.

Adjusted Earnings

(unaudited)

(in thousands, except per share data)

Three Months Ended

Year Ended

June 30,

2026

2025

2026

2025

Net income (GAAP)

71,721

54,212

251,566

237,065

Restructuring expense

1,101

388

6,329

3,314

Amortization of acquired intangible assets

2,805

11,220

Strategic advisory costs

1,530

6,900

18,562

12,000

Loss on debt extinguishment, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs

—

490

4,810

3,832

Tax benefit due to change in unrecognized tax benefits

(3,289)

—

(3,289)

—

Income tax impact on non-GAAP adjustments (1)

(1,486)

(2,602)

(10,308)

(7,423)

Loss (income) from discontinued operations

439

250

15,809

(4,388)

Adjusted net income (non-GAAP)

72,821

62,443

294,699

255,620

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

Three Months Ended

Year Ended

June 30,

2026

2025

2026

2025

Diluted earnings per share (GAAP)

2.06

1.44

7.04

6.18

Effect on diluted earnings per share:

Restructuring expense

0.03

0.01

0.18

0.09

Amortization of acquired intangible assets

0.08

0.07

0.31

0.29

Strategic advisory costs

0.04

0.18

0.52

0.31

Loss on debt extinguishment, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs

—

0.01

0.13

0.10

Tax benefit due to change in unrecognized tax benefits

(0.09)

—

(0.09)

—

Income tax impact on non-GAAP adjustments (1)

(0.04)

(0.07)

(0.29)

(0.19)

Loss (income) from discontinued operations

0.01

0.44

(0.11)

Adjusted earnings per share (non-GAAP)

2.09

1.66

8.25

6.67

Diluted shares

34,763

37,584

35,715

38,334

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)

333,734

374,796

427,890

406,335

470,796

Capital expenditures

(50,327)

(55,936)

(59,880)

(69,872)

(77,696)

Free cash flow (non-GAAP)

283,407

318,860

368,010

336,463

393,100

Covista Inc.

Net Leverage

(unaudited)

(in thousands)

Year Ended

June 30, 2026

Covista:

Net income (GAAP)

251,566

Loss from discontinued operations

15,809

Interest expense

45,435

Other income, net

(7,178)

Provision for income taxes

77,744

Depreciation and amortization

72,253

Stock-based compensation

41,216

Restructuring expense

6,329

Strategic advisory costs

18,562

Adjusted EBITDA (non-GAAP)

521,736

June 30, 2026

Total long-term debt principal

673,000

Less: Cash and cash equivalents

(406,316)

Net debt (non-GAAP)

266,684

Net leverage (non-GAAP)

0.5x

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Document and Entity Information

Aug. 06, 2026

Document and Entity Information [Abstract]

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Aug. 06, 2026

Entity File Number

001-13988

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Covista Inc.

Entity Incorporation, State or Country Code

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