Form 8-K

8-K — Covista Inc.

Accession: 0000730464-26-000062

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000730464

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvsa-20261029x8k.htm (Primary)

EX-99.1 (cvsa-ex99d1.htm)

GRAPHIC (cvsa-20261029x8k001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvsa-20261029x8k.htm · Sequence: 1

Covista Inc._October 29, 2026

0000730464false00007304642026-10-292026-10-29

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): October 29, 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, Suite 800

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 October 29, 2026, Covista Inc. (“Covista”) issued a press release announcing its first quarter fiscal 2027 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 October 29, 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: October 29, 2026

EX-99.1

Filename: cvsa-ex99d1.htm · Sequence: 2

Exhibit 99.1

Investor Contact: Jeremy Cohen

Investor.Relations@Covista.com

Media Contact: Nick Lucido

CovistaMedia@Covista.com

Covista Reports First Quarter Fiscal Year 2027 Results; Raises Fiscal Year 2027 Revenue and Adjusted EPS Guidance

Total enrollment up 7.6% YoY

Revenue up 10.7% YoY

Diluted earnings per share $1.95; Adjusted EPS $2.19, growth of 25.1% YoY

Chief Financial Officer Robert Phelan announces planned retirement; will continue to serve until a successor is named

First quarter highlights

● Total student enrollment of 104,713, up 7.6% year-over-year, achieved 13th straight quarter of growth

● Revenue of $511.5 million, up 10.7% year-over-year

● Chamberlain University achieved 3rd straight quarter of total enrollment growth and achieved 17th straight quarter of pre-licensure BSN total enrollment growth

● Walden University achieved 13th straight quarter of total enrollment growth, up 12.8% year-over-year, highest total enrollment in university history

● Medical and Veterinary delivered total enrollment growth of 3.5% year-over-year

● GAAP net income $67.4 million; adjusted EBITDA $131.2 million, up 17.1% year-over-year

Capital allocation

● Repurchased $84 million of shares in the first quarter

● Net leverage of 0.5x as of Sep. 30, 2026

● Repriced our $510 million Term Loan B, reducing the interest rate margin by 25 basis points to SOFR plus 2.00%

Increased fiscal year 2027 guidance

● Revenue in the range of $2,060 million to $2,095 million, or approximately 5.5% to 7% growth year-over-year, and from a previous range of $2,050 million to $2,090 million

● Adjusted earnings per share in the range of $9.00 to $9.20, or approximately 9% to 11.5% growth year-over-year, and from a previous range of $8.90 to $9.15

CHICAGO – October 29, 2026 – Covista Inc. (NYSE: CVSA), America’s largest healthcare educator, today reported first quarter fiscal year 2027 results (ended Sep. 30, 2026). This quarter, the Company launched Purpose at Scale, its three-year strategy to train the next generation of healthcare professionals at industry-leading scale. Purpose at Scale is underpinned by operational excellence, platform extension, employer integration and a technology focus.

“Purpose at Scale is delivering and all four pillars of the strategy are contributing to our momentum. Total enrollment grew for the 13th consecutive quarter, powering our double-digit revenue growth and continued margin expansion. On that strength, we are raising our fiscal 2027 guidance,” said Steve Beard, Chairman and Chief Executive Officer, Covista. “The demand behind our strategy is durable, and Covista is critical infrastructure for American healthcare. We serve an urgent need in the communities where care matters most, and by doing that well, we are strategically positioned to create lasting value for our shareholders.”

Financial Highlights

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

● Revenue of $511.5 million increased 10.7% compared with the prior year

● Operating income of $98.0 million, compared with $85.5 million in the prior year;

adjusted operating income of $106.6 million, compared with $90.3 million in the prior year

● Net income of $67.4 million, compared with $61.8 million in the prior year;

adjusted net income of $75.8 million, compared with $64.9 million in the prior year

● Diluted earnings per share of $1.95, compared with $1.67 in the prior year;

adjusted earnings per share of $2.19, compared with $1.75 in the prior year

● Adjusted EBITDA of $131.2 million, compared with $112.0 million in the prior year;

adjusted EBITDA margin of 25.6%, compared with 24.2% in the prior year

Business Highlights

● Covista's strategic nursing collaboration with Advocate Health began enrolling students through Chamberlain University in Wisconsin. Building on that successful launch, the relationship is expanding to Chamberlain's three Chicago-area campuses.

● Chamberlain University opened its Cincinnati and Salt Lake City campuses. The Company also announced it will open its 27th campus in Nashville, which is expected to begin classes in January 2027.

● Walden University launched four new programs this quarter. Programs introduced heading into the 2026 academic year have already enrolled more than 2,000 students, demonstrating Walden’s speed to market in high-demand fields.

● Covista released new analysis showing that students at Ross University School of Medicine and American University of the Caribbean School of Medicine passed the United States Medical Licensing Examination® (USMLE®) Step 1 on their first attempt at rates

comparable to or higher than U.S. MD students with similar MCAT scores in most score bands.¹

● Covista’s performance and responsible business practices continued to earn national recognition, including TIME’s America’s Growth Leaders 2027 and World’s Best Companies 2026, and Newsweek’s America’s Greenest Companies 2027 and America’s Greatest Companies 2026.

Segment Highlights

Chamberlain

Three Months Ended

$ in millions

September 30,

2026

2025

% Change

Revenue

$192.4

$179.2

7.4%

Operating Income

$26.7

$25.6

4.4%

Adj. Operating Income

$26.7

$25.6

4.4%

Adj. EBITDA

$37.6

$35.1

7.1%

Total Students(2)

40,351

39,846

1.3%

● Total student enrollment increased 1.3% compared with the prior year, driven by growth in pre-licensure nursing.

Walden

Three Months Ended

$ in millions

September 30,

2026

2025

% Change

Revenue

$216.7

$190.0

14.1%

Operating Income

$63.6

$53.3

19.5%

Adj. Operating Income

$65.0

$56.1

16.0%

Adj. EBITDA

$71.9

$61.9

16.1%

Total Students(2)

58,881

52,216

12.8%

● Total student enrollment increased 12.8% compared with the prior year, driven by growth in healthcare and non-healthcare programs.

Medical and Veterinary

Three Months Ended

$ in millions

September 30,

2026

2025

% Change

Revenue

$102.5

$93.1

10.0%

Operating Income

$22.3

$16.7

33.0%

Adj. Operating Income

$22.3

$16.8

32.7%

Adj. EBITDA

$27.4

$21.4

27.9%

Total Students(2)

5,481

5,297

3.5%

● Total student enrollment increased 3.5% compared with the prior year, driven by growth in both medical and veterinary.

Fiscal Year 2027 Outlook

Covista raised its revenue guidance for fiscal year 2027 from a range of $2,050 million to $2,090 million, or approximately 5% to 7% growth year-over-year, to a range of $2,060 million to $2,095 million, or approximately 5.5% to 7% growth year-over-year.

Covista also raised its adjusted earnings per share guidance from a range of $8.90 to $9.15, or approximately 8% to 11% growth year-over-year, to a range of $9.00 to $9.20, or approximately 9% to 11.5% growth year-over-year.

Management Update

Chief Financial Officer Robert Phelan has decided to retire from Covista after nearly seven years, as part of a planned transition. He will remain in this role until a successor is named, with no change in responsibilities. He will support the incoming Chief Financial Officer through a transition period. An active search is underway.

Conference Call and Webcast Information

Covista will hold a conference call to discuss its first quarter fiscal year 2027 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:13762351. 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: 13762351, 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. Comparison using university and AAMC data. Data is based on students who matriculated between 2021-2023 and sat for the USMLE Step 1 as of August 2026. Not all matriculants sat for the USMLE Step 1 exam. Students must successfully matriculate, complete the Medical Sciences curriculum and pass a school approved Medical Sciences Comprehensive Exam to sit for the USMLE Step 1 exam.

2. Represents total students attending sessions during each institution’s most recent enrollment period in Q1 FY 2027 and Q1 FY 2026.

###

Covista Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands)

September 30,

June 30,

2026

Assets:

Current assets:

Cash and cash equivalents

222,223

406,316

Restricted cash

2,336

1,438

Accounts and financing receivables, net

241,469

169,561

Prepaid expenses and other current assets

86,542

75,126

Total current assets

552,570

652,441

Noncurrent assets:

Property and equipment, net

324,706

302,649

Operating lease assets

197,511

204,364

Intangible assets, net

752,860

754,254

Goodwill

961,262

Other assets, net

139,364

137,738

Total noncurrent assets

2,375,703

2,360,267

Total assets

2,928,273

3,012,708

Liabilities and shareholders' equity:

Current liabilities:

Accounts payable

96,383

124,763

Accrued payroll and benefits

57,720

78,669

Accrued liabilities

126,214

94,364

Deferred revenue

365,096

259,125

Current operating lease liabilities

33,984

34,799

Current portion of long-term debt

5,100

Total current liabilities

684,497

596,820

Noncurrent liabilities:

Long-term debt

495,131

657,750

Long-term operating lease liabilities

219,374

207,846

Deferred income taxes

69,320

61,782

Other liabilities

38,308

42,325

Total noncurrent liabilities

822,133

969,703

Total liabilities

1,506,630

1,566,523

Commitments and contingencies

Total shareholders' equity

1,421,643

1,446,185

Total liabilities and shareholders' equity

2,928,273

3,012,708

Covista Inc.

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

Three Months Ended

September 30,

2026

2025

Revenue

511,534

462,288

Operating cost and expense:

Cost of educational services

220,759

200,767

Student services and administrative expense

192,585

175,734

Restructuring expense

163

310

Total operating cost and expense

413,507

376,811

Operating income

98,027

85,477

Interest expense

(9,944)

(11,090)

Other income, net

1,416

2,486

Income from continuing operations before income taxes

89,499

76,873

Provision for income taxes

(18,017)

(15,811)

Income from continuing operations

71,482

61,062

Discontinued operations:

(Loss) income from discontinued operations before income taxes

(5,420)

747

Benefit from income taxes

1,365

(Loss) income from discontinued operations

(4,055)

770

Net income and comprehensive income

67,427

61,832

Earnings (loss) per share:

Basic:

Continuing operations

2.11

1.69

Discontinued operations

(0.12)

0.02

Total basic earnings per share

1.99

1.71

Diluted:

Continuing operations

2.07

1.65

Discontinued operations

(0.12)

0.02

Total diluted earnings per share

1.95

1.67

Weighted-average shares outstanding:

Basic shares

33,951

36,111

Diluted shares

34,573

37,057

Covista Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

Three Months Ended

September 30,

2026

2025

Operating activities:

Net income

67,427

61,832

Loss (income) from discontinued operations

4,055

(770)

Income from continuing operations

71,482

61,062

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

Stock-based compensation

8,181

8,293

Amortization of operating lease assets

7,018

7,216

Depreciation

10,862

10,296

Amortization of acquired intangible assets

1,394

2,805

Amortization and write-off of debt discount and issuance costs

660

1,145

Provision for credit losses

22,402

14,883

Deferred income taxes

8,798

54,413

Loss on disposals and impairments of property and equipment

—

Loss (gain) on investments

218

(680)

Changes in assets and liabilities:

Accounts and financing receivables

(94,219)

(62,690)

Prepaid expenses and other current assets

(10,788)

(29,841)

Cloud computing implementation assets

(3,292)

(4,812)

Accounts payable

(13,536)

1,378

Accrued payroll and benefits

(20,886)

(24,359)

Accrued liabilities

13,025

(12,287)

Deferred revenue

107,928

109,082

Operating lease liabilities

10,548

(4,317)

Other assets and liabilities

(5,524)

(960)

Net cash provided by operating activities-continuing operations

114,271

130,629

Net cash used in operating activities-discontinued operations

(233)

(80)

Net cash provided by operating activities

114,038

130,549

Investing activities:

Capital expenditures

(37,592)

(16,023)

Proceeds from sales of marketable securities

—

100

Purchases of marketable securities

—

(100)

Net cash used in investing activities

(37,592)

(16,023)

Financing activities:

Proceeds from exercise of stock options

—

131

Employee taxes paid on withholding shares

(16,203)

(39,119)

Proceeds from stock issued under Colleague Stock Purchase Plan

564

411

Repurchases of common stock for treasury

(81,002)

(7,595)

Repayments under long-term debt obligations

(163,000)

—

Payment of debt issuance costs

—

(3,333)

Net cash used in financing activities

(259,641)

(49,505)

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

(183,195)

65,021

Cash, cash equivalents and restricted cash at beginning of period

407,754

201,164

Cash, cash equivalents and restricted cash at end of period

224,559

266,185

Covista Inc.

Segment Revenue

(unaudited)

(in thousands)

Three Months Ended

September 30,

Increase/(Decrease)

2026

2025

Revenue:

Chamberlain

192,400

179,201

13,199

7.4

Walden

216,673

189,960

26,713

14.1

Medical and Veterinary

102,461

93,127

9,334

10.0

Consolidated

511,534

462,288

49,246

10.7

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, debt modification costs, U.S. tax benefit due to an increase in foreign-derived income, 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, debt modification costs, U.S. tax benefit due to an increase in foreign-derived income, 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, 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, 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 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 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 the amendment of the Revolver.

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

● U.S. tax benefit due to an increase in foreign-derived income.

● Loss (income) from discontinued operations includes activity from ongoing litigation costs and settlements related to prior divestitures.

Covista Inc.

Adjusted Operating Income

(unaudited)

(in thousands)

Three Months Ended

September 30,

Increase/(Decrease)

2026

2025

Chamberlain:

Operating income

26,730

25,608

1,122

4.4

Adjusted operating income

26,730

25,608

1,122

4.4

Operating margin

13.9

14.3

Adjusted operating margin

13.9

14.3

Walden:

Operating income

63,649

53,269

10,380

19.5

Amortization of acquired intangible assets

1,394

2,805

(1,411)

Adjusted operating income

65,043

56,074

8,969

16.0

Operating margin

29.4

28.0

Adjusted operating margin

30.0

29.5

Medical and Veterinary:

Operating income

22,251

16,728

5,523

33.0

Restructuring expense

—

(44)

Adjusted operating income

22,251

16,772

5,479

32.7

Operating margin

21.7

18.0

Adjusted operating margin

21.7

18.0

Covista(1):

Operating income (GAAP)

98,027

85,477

12,550

14.7

Restructuring expense

163

310

(147)

Amortization of acquired intangible assets

1,394

2,805

(1,411)

Strategic advisory costs

6,231

1,684

4,547

Debt modification costs

756

—

756

Adjusted operating income (non-GAAP)

106,571

90,276

16,295

18.1

Operating margin (GAAP)

19.2

18.5

Adjusted operating margin (non-GAAP)

20.8

19.5

(1) Consolidated results include Home Office activities not allocated to segments.

Covista Inc.

Adjusted EBITDA

(unaudited)

(in thousands)

Three Months Ended

September 30,

Increase/(Decrease)

2026

2025

Chamberlain:

Adjusted operating income (GAAP)

26,730

25,608

1,122

4.4

Depreciation

6,094

5,375

719

Amortization of cloud computing implementation assets

2,386

1,527

859

Stock-based compensation

2,372

2,570

(198)

Adjusted EBITDA (non-GAAP)

37,582

35,080

2,502

7.1

Adjusted EBITDA margin (non-GAAP)

19.5

19.6

Walden:

Adjusted operating income (GAAP)

65,043

56,074

8,969

16.0

Depreciation

1,784

1,940

(156)

Amortization of cloud computing implementation assets

2,253

1,204

1,049

Stock-based compensation

2,782

2,653

129

Adjusted EBITDA (non-GAAP)

71,862

61,871

9,991

16.1

Adjusted EBITDA margin (non-GAAP)

33.2

32.6

Medical and Veterinary:

Adjusted operating income (GAAP)

22,251

16,772

5,479

32.7

Depreciation

2,823

2,820

Amortization of cloud computing implementation assets

931

411

520

Stock-based compensation

1,390

1,410

(20)

Adjusted EBITDA (non-GAAP)

27,395

21,413

5,982

27.9

Adjusted EBITDA margin (non-GAAP)

26.7

23.0

Covista(1):

Net income (GAAP)

67,427

61,832

5,595

9.0

Loss (income) from discontinued operations

4,055

(770)

4,825

Interest expense

9,944

11,090

(1,146)

Other income, net

(1,416)

(2,486)

1,070

Provision for income taxes

18,017

15,811

2,206

Depreciation and amortization

17,826

16,243

1,583

Stock-based compensation

8,181

8,293

(112)

Restructuring expense

163

310

(147)

Strategic advisory costs

6,231

1,684

4,547

Debt modification costs

756

—

756

Adjusted EBITDA (non-GAAP)

131,184

112,007

19,177

17.1

Adjusted EBITDA margin (non-GAAP)

25.6

24.2

(1) Consolidated results include Home Office activities not allocated to segments.

Covista Inc.

Adjusted Earnings

(unaudited)

(in thousands, except per share data)

Three Months Ended

September 30,

2026

2025

Net income (GAAP)

67,427

61,832

Restructuring expense

163

310

Amortization of acquired intangible assets

1,394

2,805

Strategic advisory costs

6,231

1,684

Loss on debt extinguishment and debt modification costs

756

295

U.S. tax benefit due to an increase in foreign-derived income

(2,031)

—

Income tax impact on non-GAAP adjustments(1)

(2,152)

(1,224)

Loss (income) from discontinued operations

4,055

(770)

Adjusted net income (non-GAAP)

75,843

64,932

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

Three Months Ended

September 30,

2026

2025

Diluted earnings per share (GAAP)

1.95

1.67

Effect on diluted earnings per share:

Restructuring expense

0.00

0.01

Amortization of acquired intangible assets

0.04

0.08

Strategic advisory costs

0.18

0.05

Loss on debt extinguishment and debt modification costs

0.02

0.01

U.S. tax benefit due to an increase in foreign-derived income

(0.06)

Income tax impact on non-GAAP adjustments(1)

(0.06)

(0.03)

Loss (income) from discontinued operations

0.12

(0.02)

Adjusted earnings per share (non-GAAP)

2.19

1.75

Diluted shares

34,573

37,057

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

FY26

FY27

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

374,796

427,890

406,335

470,796

454,438

Capital expenditures

(55,936)

(59,880)

(69,872)

(77,696)

(99,265)

Free cash flow (non-GAAP)

318,860

368,010

336,463

393,100

355,173

Covista Inc.

Net Leverage

(unaudited)

(in thousands)

Twelve Months Ended

September 30, 2026

Covista:

Net income (GAAP)

257,161

Loss from discontinued operations

20,634

Interest expense

44,289

Other income, net

(6,108)

Provision for income taxes

79,950

Depreciation and amortization

73,836

Stock-based compensation

41,104

Restructuring expense

6,182

Strategic advisory costs

23,109

Debt modification costs

756

Adjusted EBITDA (non-GAAP)

540,913

September 30, 2026

Total long-term debt principal

510,000

Less: Cash and cash equivalents

(222,223)

Net debt (non-GAAP)

287,777

Net leverage (non-GAAP)

0.5x

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Document and Entity Information

Oct. 29, 2026

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Covista Inc.

Entity Incorporation, State or Country Code

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Chicago

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