Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 51 Consolidated Balance Sheets as of June 30, 2026 and 2025 54 Consolidated Statements of Income for the years ended June 30, 2026, 2025, and 2024 55 Consolidated Statements of Cash Flows for the years ended June 30, 2026, 2025, and 2024 56 Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2026, 2025, and 2024 57 Notes to Consolidated Financial Statements 58 ​ ​ 50 Table of Contents ​ ​ ​ Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Covista Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Covista Inc. and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of income, of shareholders’ equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 51 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment Assessments – American University of the Caribbean School of Medicine (“AUC”) Reporting Unit Goodwill and AUC Title IV Eligibility and Accreditations Indefinite-Lived Intangible Asset (“AUC Title IV intangible asset”) As described in Notes 2 and 12 to the consolidated financial statements, as of June 30, 2026, the goodwill balance associated with the Medical and Veterinary reportable segment was $305.5 million, of which a portion relates to the AUC reporting unit, and the consolidated Title IV eligibility and accreditations indefinite-lived intangible assets balance was $611.1 million, of which a portion relates to the AUC Title IV intangible asset. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Management performs a quantitative assessment of the reporting unit’s and indefinite-lived intangible asset’s fair value if it is determined that the fair value is more likely than not less than the carrying value, or if management does not elect the option to perform an initial qualitative assessment. As of May 31, 2026, management performed a quantitative assessment of the fair values of the AUC reporting unit and AUC Title IV intangible asset. Fair value was estimated by management using a discounted cash flow method and the market comparable method for the AUC reporting unit and using the with and without method in a discounted cash flow model for the AUC Title IV intangible asset. Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. The significant assumptions used in the discounted cash flow method are the risk-adjusted discount rate, forecasted revenue and forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and a terminal growth rate. The significant assumptions used in the market comparable method include earnings multiples for comparable companies. Based on management’s quantitative assessment, it was determined that the fair value of the AUC reporting unit exceeded its carrying value and therefore no goodwill impairment was identified. The significant assumptions used in the with and without method valuation approach are the risk-adjusted discount rate, forecasted revenue with and without the accreditations in place, and forecasted EBITDA with and without the accreditations in place. Based on management’s quantitative assessment, it was determined that the fair value of the AUC Title IV intangible asset exceeded its carrying value and therefore no impairment was identified. The principal considerations for our determination that performing procedures relating to the impairment assessments of the AUC reporting unit goodwill and AUC Title IV intangible asset is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the AUC reporting unit and AUC Title IV intangible asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s 52 Table of Contents significant assumptions related to the forecasted revenue used in the discounted cash flow method for the AUC reporting unit and forecasted revenue with and without the accreditations in place for the AUC Title IV intangible asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived intangible asset impairment assessments, including controls over the valuation of the AUC reporting unit and AUC Title IV intangible asset. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the AUC reporting unit and AUC Title IV intangible asset; (ii) evaluating the appropriateness of the discounted cash flow method and the market comparable method used by management for the AUC reporting unit and the with and without method in a discounted cash flow model for the AUC Title IV intangible asset; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecasted revenue for the discounted cash flow method for the AUC reporting unit and forecasted revenue with and without the accreditations in place for the with and without method in a discounted cash flow model for the AUC Title IV intangible asset. Evaluating management’s assumptions related to forecasted revenue and forecasted revenue with and without the accreditations in place involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the AUC business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow method, the market comparable method, and the with and without method in a discounted cash flow model. ​ /s/ PricewaterhouseCoopers LLP Chicago, Illinois August 6, 2026 We have served as the Company’s auditor since 1991. 53 Table of Contents Covista Inc. Consolidated Balance Sheets (in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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 ​ ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ Common stock, $0.01 par value per share, 200,000 shares authorized; 34,033 and 35,952 shares outstanding as of June 30, 2026 and June 30, 2025, respectively ​ 848 ​ 839 Additional paid-in capital ​ 706,908 ​ 664,300 Retained earnings ​ 3,029,140 ​ 2,777,574 Accumulated other comprehensive loss ​ (2,227) ​ (2,227) Treasury stock, at cost, 50,717 and 47,990 shares as of June 30, 2026 and June 30, 2025, respectively ​ (2,288,484) ​ (2,006,861) Total shareholders' equity ​ 1,446,185 ​ 1,433,625 Total liabilities and shareholders' equity ​ $ 3,012,708 ​ $ 2,752,352 ​ See accompanying Notes to Consolidated Financial Statements. ​ 54 Table of Contents Covista Inc. Consolidated Statements of Income (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Revenue ​ $ 1,954,085 ​ $ 1,788,290 ​ $ 1,584,652 Operating cost and expense: ​ ​ ​ ​ ​ ​ ​ Cost of educational services ​ 833,660 ​ 771,430 ​ 698,548 Student services and administrative expense ​ 730,720 ​ 672,004 ​ 632,965 Restructuring expense ​ 6,329 ​ 3,314 ​ 1,870 Business integration expense ​ — ​ — ​ 34,215 Total operating cost and expense ​ 1,570,709 ​ 1,446,748 ​ 1,367,598 Operating income ​ 383,376 ​ 341,542 ​ 217,054 Interest expense ​ (45,435) ​ (52,318) ​ (63,659) Other income, net ​ 7,178 ​ 9,290 ​ 10,542 Income from continuing operations before income taxes ​ 345,119 ​ 298,514 ​ 163,937 Provision for income taxes ​ (77,744) ​ (65,837) ​ (26,224) Income from continuing operations ​ 267,375 ​ 232,677 ​ 137,713 Discontinued operations: ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from discontinued operations before income taxes ​ (21,236) ​ 5,870 ​ (762) Benefit from (provision for) income taxes ​ 5,427 ​ (1,482) ​ (174) (Loss) income from discontinued operations ​ (15,809) ​ 4,388 ​ (936) Net income and comprehensive income ​ $ 251,566 ​ $ 237,065 ​ $ 136,777 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 7.63 ​ $ 6.27 ​ $ 3.49 Discontinued operations ​ $ (0.45) ​ $ 0.12 ​ $ (0.02) Total basic earnings per share ​ $ 7.18 ​ $ 6.39 ​ $ 3.47 Diluted: ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 7.49 ​ $ 6.07 ​ $ 3.42 Discontinued operations ​ $ (0.44) ​ $ 0.11 ​ $ (0.02) Total diluted earnings per share ​ $ 7.04 ​ $ 6.18 ​ $ 3.39 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic shares ​ ​ 35,045 ​ ​ 37,085 ​ ​ 39,413 Diluted shares ​ ​ 35,715 ​ ​ 38,334 ​ ​ 40,307 ​ See accompanying Notes to Consolidated Financial Statements. ​ 55 Table of Contents Covista Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 251,566 ​ $ 237,065 ​ $ 136,777 Loss (income) from discontinued operations ​ 15,809 ​ (4,388) ​ 936 Income from continuing operations ​ ​ 267,375 ​ ​ 232,677 ​ ​ 137,713 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Stock-based compensation ​ 41,216 ​ 41,590 ​ 25,947 Amortization and impairments to operating lease assets ​ ​ 27,946 ​ ​ 32,543 ​ ​ 32,641 Depreciation ​ 43,850 ​ 40,702 ​ 39,676 Amortization of acquired intangible assets ​ 11,220 ​ 11,220 ​ 35,644 Amortization and write-off of debt discount and issuance costs ​ ​ 7,621 ​ ​ 5,985 ​ ​ 5,663 Provision for credit losses ​ ​ 68,765 ​ ​ 63,237 ​ ​ 53,175 Deferred income taxes ​ 68,352 ​ 18,413 ​ 11,073 Loss on disposals and impairments of property and equipment ​ 743 ​ 2,527 ​ 466 Gain on investments ​ ​ (1,720) ​ ​ (1,074) ​ ​ (1,365) Loss on assets held for sale ​ ​ — ​ ​ 490 ​ ​ 647 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts and financing receivables ​ (89,263) ​ (80,820) ​ (76,355) Prepaid expenses and other current assets ​ 8,423 ​ 5,546 ​ (8,781) Cloud computing implementation assets ​ ​ (13,954) ​ ​ (32,823) ​ ​ (27,154) Accounts payable ​ 6,192 ​ 140 ​ 18,330 Accrued payroll and benefits ​ ​ 2,494 ​ ​ 5,144 ​ ​ 19,422 Accrued liabilities ​ (9,697) ​ (15,948) ​ 27,422 Deferred revenue ​ 50,925 ​ 34,273 ​ 40,622 Operating lease liabilities ​ ​ (19,802) ​ ​ (24,792) ​ ​ (36,692) Other assets and liabilities ​ 110 ​ (5,296) ​ (9,727) Net cash provided by operating activities-continuing operations ​ 470,796 ​ 333,734 ​ 288,367 Net cash (used in) provided by operating activities-discontinued operations ​ (374) ​ 4,165 ​ 7,408 Net cash provided by operating activities ​ 470,422 ​ 337,899 ​ 295,775 Investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ (77,696) ​ (50,327) ​ (48,893) Proceeds from sales of marketable securities ​ ​ 3,260 ​ ​ 3,120 ​ ​ 1,732 Purchases of marketable securities ​ (4,264) ​ (2,048) ​ (689) Payment for investment in business ​ (5,000) ​ — ​ — Proceeds from sale of assets ​ — ​ 7,334 ​ — Net cash used in investing activities ​ (83,700) ​ (41,921) ​ (47,850) Financing activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from exercise of stock options ​ 131 ​ 10,027 ​ 17,089 Employee taxes paid on withholding shares ​ (42,367) ​ (14,200) ​ (7,731) Proceeds from stock issued under Colleague Stock Purchase Plan ​ 1,790 ​ 1,282 ​ 810 Repurchases of common stock for treasury ​ (239,866) ​ (213,125) ​ (261,966) Borrowings under long-term debt obligations ​ 1,007,450 ​ 9,873 ​ 1,896 Repayments under long-term debt obligations ​ (895,283) ​ (109,873) ​ (51,896) Payment of debt issuance and extinguishment costs ​ (11,987) ​ — ​ — Net cash used in financing activities ​ (180,132) ​ (316,016) ​ (301,798) Net increase (decrease) in cash, cash equivalents and restricted cash ​ 206,590 ​ (20,038) ​ (53,873) Cash, cash equivalents and restricted cash at beginning of period ​ 201,164 ​ 221,202 ​ 275,075 Cash, cash equivalents and restricted cash at end of period ​ $ 407,754 ​ $ 201,164 ​ $ 221,202 Supplemental cash flow disclosure: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 44,841 ​ $ 46,596 ​ $ 57,842 Income taxes paid, net ​ $ 13,649 ​ $ 32,777 ​ $ 31,475 Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued capital expenditures ​ $ 22,642 ​ $ 9,226 ​ $ 8,718 Accrued excise tax on share repurchases ​ $ 1,739 ​ $ 1,630 ​ $ 3,338 ​ ​ See accompanying Notes to Consolidated Financial Statements. 56 Table of Contents Covista Inc. Consolidated Statements of Shareholders’ Equity (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Retained ​ Comprehensive ​ Treasury Stock ​ ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Earnings ​ Loss ​ Shares ​ Amount ​ Total June 30, 2023 ​ 82,232 ​ $ 822 ​ $ 568,761 ​ $ 2,403,750 ​ $ (2,227) ​ 39,922 ​ $ (1,513,770) ​ $ 1,457,336 Net income ​ ​ ​ ​ ​ ​ ​ 136,777 ​ ​ ​ ​ ​ ​ 136,777 Stock-based compensation ​ ​ ​ ​ 25,947 ​ ​ ​ ​ ​ ​ ​ ​ 25,947 Net activity from stock-based compensation awards 962 ​ 10 ​ 17,078 ​ ​ ​ ​ 165 ​ (7,731) ​ 9,357 Proceeds from stock issued under Colleague Stock Purchase Plan ​ ​ ​ ​ 163 ​ (18) ​ ​ (20) ​ 756 ​ 901 Repurchases of common stock for treasury ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,446 ​ (261,183) ​ (261,183) June 30, 2024 83,194 ​ 832 ​ 611,949 ​ 2,540,509 ​ (2,227) 45,513 ​ (1,781,928) ​ 1,369,135 Net income ​ ​ ​ ​ ​ ​ 237,065 ​ ​ ​ ​ ​ ​ 237,065 Stock-based compensation ​ ​ ​ ​ 41,590 ​ ​ ​ ​ ​ ​ ​ ​ 41,590 Net activity from stock-based compensation awards 748 ​ 7 ​ 10,020 ​ ​ ​ ​ 176 ​ (14,200) ​ (4,173) Proceeds from stock issued under Colleague Stock Purchase Plan ​ ​ ​ ​ 741 ​ ​ ​ ​ (17) ​ 684 ​ 1,425 Repurchases of common stock for treasury ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,318 ​ (211,417) ​ (211,417) June 30, 2025 83,942 ​ 839 ​ 664,300 ​ 2,777,574 ​ (2,227) 47,990 ​ (2,006,861) ​ 1,433,625 Net income ​ ​ ​ ​ ​ ​ 251,566 ​ ​ ​ ​ ​ ​ 251,566 Stock-based compensation ​ ​ ​ ​ 41,216 ​ ​ ​ ​ ​ ​ ​ ​ 41,216 Net activity from stock-based compensation awards 808 ​ ​ 9 ​ ​ 122 ​ ​ ​ ​ ​ ​ ​ 321 ​ ​ (42,367) ​ (42,236) Proceeds from stock issued under Colleague Stock Purchase Plan ​ ​ ​ ​ 1,270 ​ ​ ​ ​ ​ ​ ​ (16) ​ ​ 718 ​ 1,988 Repurchases of common stock for treasury ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,422 ​ ​ (239,974) ​ (239,974) June 30, 2026 ​ 84,750 ​ $ 848 ​ $ 706,908 ​ $ 3,029,140 ​ $ (2,227) ​ 50,717 ​ $ (2,288,484) ​ $ 1,446,185 ​ See accompanying Notes to Consolidated Financial Statements. ​ 57 Table of Contents Covista Inc. Notes to Consolidated Financial Statements Table of Contents ​ ​ ​ Note ​ Page 1 Nature of Operations 59 2 Summary of Significant Accounting Policies 59 3 Discontinued Operations 63 4 Revenue 63 5 Restructuring Expense 65 6 Other Income, Net 66 7 Income Taxes 66 8 Earnings per Share 70 9 Accounts and Financing Receivables 70 10 Property and Equipment, Net 72 11 Leases 73 12 Goodwill and Intangible Assets 74 13 Debt 76 14 Share Repurchases 79 15 Stock-Based Compensation 79 16 Employee Benefit Plans 81 17 Fair Value Measurements 82 18 Commitments and Contingencies 83 19 Segment Information 84 ​ ​ ​ ​ 58 Table of Contents 1. Nature of Operations In this Annual Report on Form 10-K, Covista Inc. (formerly known as Adtalem Global Education Inc.), together with its subsidiaries, is collectively referred to as “Covista,” “we,” “our,” “us,” or similar references. Covista reports on a fiscal year period ending on June 30. Covista is America’s largest healthcare educator. Our schools consist of Chamberlain University (“Chamberlain”), Walden University (“Walden”), American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”). AUC, RUSM, and RUSVM are collectively referred to as the “medical and veterinary schools.” “Home Office” includes activities not allocated to a reportable segment. See Note 19 “Segment Information” for information on our reportable segments. 2. Summary of Significant Accounting Policies For each accounting topic that is addressed in its own note, the description of the accounting policy may be found in the related note. Other significant accounting policies are described below. Principles of Consolidation The Consolidated Financial Statements include the accounts of Covista and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have prepared the Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations. Unless indicated, or the context requires otherwise, references to years refer to Covista’s fiscal years. Certain items presented in tables may not sum due to rounding. Business integration expense was $34.2 million for the year ended June 30, 2024. We did not incur business integration expense in the years ended June 30, 2025 and 2026. For the year ended June 30, 2024, we incurred costs associated with integrating Walden into Covista. In addition, we initiated transformation initiatives to accelerate growth and organizational agility and certain costs relating to the transformation were included in business integration expense in the Consolidated Statements of Income. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value. We maintain cash and cash equivalent balances that exceed federally insured limits. We have not experienced any losses on our cash and cash equivalents. Restricted Cash Restricted cash represents amounts received from federal and state governments under various student aid grant and loan programs and such restricted funds are held in separate bank accounts. Once the financial aid authorization and disbursement process for the student has been completed, the funds are transferred to unrestricted accounts, and these funds then become available for use in Covista’s operations. This authorization and disbursement process that precedes the transfer of funds generally occurs within the period of the academic term for which such funds were authorized. Restricted cash also includes an imprest cash balance used for Covista’s self-insured employee medical benefits program. 59 Table of Contents Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Cost includes additions and those improvements that enhance performance, increase the capacity, or lengthen the useful lives of the assets. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing computer software applications for internal use, are capitalized. Assets under construction are reflected in construction in progress until they are placed into service for their intended use. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or lease term. Repairs and maintenance costs are expensed as incurred. Upon sale or retirement of an asset, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in income. See Note 10 “Property and Equipment, Net” for additional information, including useful lives by asset category. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is May 31. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more likely than not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s fair value. If the carrying value of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. We also have the option to perform a qualitative assessment to test indefinite-lived intangible assets for impairment by determining whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that the indefinite-lived intangible asset is more likely than not impaired, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the indefinite-lived intangible assets. If the carrying value of the indefinite-lived intangible assets exceeds their fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value. For intangible assets with finite lives, we evaluate for potential impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Intangible assets with finite lives are amortized over their expected economic lives, which is five years. All intangible assets and certain goodwill are being amortized for tax reporting purposes over statutory lives. Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. If economic conditions deteriorate, or operating performance of our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. See Note 12 “Goodwill and Intangible Assets” for additional information on our goodwill and intangible assets impairment analysis. Curriculum Development Costs Certain costs incurred to create course and educational material for a program offering are capitalized as curriculum development assets within other assets, net on the Consolidated Balance Sheets. Costs are capitalized for new programs or products, or the content being developed enhances, updates, or improves current programs, curriculum, or products, so long as the cost incurred extends the useful life of the existing curriculum and course content. Costs that are capitalized include payroll and payroll-related costs for employees who spend time producing content and external vendor costs related to the project. Covista begins capitalizing costs during the content development phase, which includes time to 60 Table of Contents develop course materials based on the requirements defined in the planning phase. Curriculum development assets are amortized on a straight-line basis over the estimated useful life, which is generally three to five years, and amortization is included within cost of education services in the Consolidated Statements of Income. Cloud Computing Implementation Costs For cloud computing arrangements that are a service contract, we capitalize certain implementation costs incurred, including external costs and certain internal costs (including payroll and payroll-related costs of employees), during the development stage of implementing the cloud computing hosting arrangement. Capitalized costs related to cloud computing implementation costs are included within prepaid expenses and other current assets and other assets, net on the Consolidated Balance Sheets. We expense costs as incurred during the preliminary planning and post-implementation stages. Capitalized implementation costs are amortized on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised, which is generally five years. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Events that may trigger an impairment analysis could include a decision by management to exit a market or a line of business or to consolidate operating locations. Treasury Stock Shares that are repurchased by Covista under its share repurchase programs are recorded as treasury stock at cost and result in a reduction in shareholders’ equity. See Note 14 “Share Repurchases” for additional information. From time to time, shares of our common stock are delivered back to Covista under a swap arrangement resulting from employees’ exercise of stock options pursuant to the terms of the Covista’s stock-based incentive plans (see Note 15 “Stock-Based Compensation”). In addition, shares of our common stock are delivered back to Covista for payment of withholding taxes from employees for vesting of stock-based compensation awards. These shares are recorded as treasury stock at cost and result in a reduction in shareholders’ equity. Treasury shares are reissued at market value, less a 10% discount, to the Covista Colleague Stock Purchase Plan in exchange for employee payroll deductions. The 10% discount is considered compensatory and recorded as an expense in the Consolidated Statements of Income. When treasury shares are reissued, Covista uses an average cost method to reduce the treasury stock balance. Gains resulting from the difference between the average cost and the reissuance price, less the amount recorded as expense, are credited to additional paid-in capital. Losses resulting from the difference are recorded within additional paid-in capital to the extent that previous net gains from reissuance are included therein, otherwise such losses are recorded within retained earnings. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by diluted weighted-average number of shares outstanding during the period. Diluted EPS considers the impact of potentially dilutive shares, except in periods in which there is a loss from continuing operations, because the inclusion of the potential common shares would have an antidilutive effect. Dilutive shares are computed using the treasury stock method and reflect the additional shares that would be outstanding if dilutive stock-based grants were exercised or vested during the period. Income Taxes Covista accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Covista also recognizes future tax benefits 61 Table of Contents associated with tax loss and credit carryforwards as deferred tax assets. Covista’s deferred tax assets are reduced by a valuation allowance, when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Covista measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which Covista expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. Covista reduces its net tax assets for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions Covista has taken. Restructuring Charges Restructuring charges include costs for severance and related benefits for workforce reductions, impairments on operating lease assets, losses on disposals of property and equipment related to campus and administrative office consolidations, and contract termination costs (see Note 5 “Restructuring Expense”). When estimating the costs of exiting lease space, estimates are made which could differ materially from actual results and result in additional restructuring charges or reversals in future periods. Advertising Costs Advertising costs are expensed when incurred and totaled $267.1 million, $247.4 million, and $227.9 million for the years ended June 30, 2026, 2025, and 2024, respectively. Advertising costs are included in student services and administrative expense in the Consolidated Statements of Income. Foreign Currency Translation The financial position and results of operations of the AUC, RUSM, and RUSVM Caribbean operations are measured using the U.S. dollar as the functional currency. As such, there is no translation gain or loss associated with these operations. Translation adjustments for foreign subsidiaries whose functional currencies were previously their respective currencies are suspended in accumulated other comprehensive loss with a balance of $2.2 million on the Consolidated Balance Sheets as of June 30, 2026 and 2025. Recent Accounting Standards In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11: “Interim Reporting (Topic 270): Narrow-Scope Improvements.” The guidance was issued to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The guidance also provides additional guidance on what disclosures should be provided in interim reporting periods. The guidance is effective on a prospective or retrospective basis for financial statements issued for fiscal years beginning after December 15, 2027, and interim reporting periods within fiscal years beginning after December 15, 2028. Early adoption of the guidance is permitted. We do not expect the guidance will have a material impact on Covista’s Consolidated Financial Statements or disclosures. In September 2025, the FASB issued ASU No. 2025-06: “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The guidance was issued to modernize the accounting for software costs. The guidance is effective on a prospective, modified, or a retrospective transition approach for financial statements issued for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years. Early adoption of the guidance is permitted. We are currently evaluating the impact the guidance will have on Covista’s Consolidated Financial Statements. In July 2025, the FASB issued ASU No. 2025-05: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The guidance was issued to provide a practical expedient to measure credit losses on current accounts receivable and current contract assets. The guidance is effective prospectively for financial statements issued for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. Early adoption of the guidance is permitted. We do not expect the guidance will have a material impact on Covista’s Consolidated Financial Statements. In November 2024, the FASB issued ASU No. 2024-03: “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance 62 Table of Contents was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions as well as disclosures about selling expenses. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2027. The amendments should be applied prospectively, however retrospective application is permitted. Early adoption of the amendments is permitted, including adoption in an interim reporting period. The amendments will expand our footnote disclosures to include a disaggregation of expenses in accordance with the amendments but will not otherwise impact Covista’s Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-09: “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The guidance was issued to enhance the transparency and decision usefulness of income tax disclosures by requiring entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively, however retrospective application is permitted. We adopted this guidance prospectively in the fourth quarter of fiscal year 2026, which expanded our income tax footnote disclosures to provide additional information in the rate reconciliation and regarding income taxes paid. This guidance did not otherwise impact Covista’s Consolidated Financial Statements. See Note 7 “Income Taxes” for these disclosures. We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our Consolidated Financial Statements or disclosures. ​ 3. Discontinued Operations On December 11, 2018, Covista sold DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. The purchase agreement includes an earn-out entitling Covista to payments of up to $20.0 million over a ten-year period payable based on DeVry University’s financial results. Covista received $0.5 million, $7.0 million, and $5.5 million during the second quarter of fiscal year 2026, 2025, and 2024, respectively, related to the earn-out. As of the second quarter of fiscal year 2026, we have received the full earn-out of $20.0 million. We had a loss from discontinued operations of $15.8 million for the year ended June 30, 2026, income of $4.4 million for the year ended June 30, 2025, and a loss of $0.9 million for the year ended June 30, 2024. We continue to have activity associated with ongoing litigation and settlements related to divestitures, which is classified within discontinued operations. ​ 4. Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers (students), in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following tables disaggregate revenue by source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2026 ​ ​ Chamberlain ​ Walden Medical and Veterinary ​ Consolidated Tuition and fees $ 750,212 $ 804,933 $ 390,047 $ 1,945,192 Other ​ ​ — ​ ​ — ​ ​ 8,893 ​ ​ 8,893 Total $ 750,212 $ 804,933 $ 398,940 $ 1,954,085 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2025 ​ ​ Chamberlain ​ Walden Medical and Veterinary ​ Consolidated Tuition and fees ​ $ 725,774 $ 693,430 $ 359,213 $ 1,778,417 Other ​ ​ — ​ ​ — ​ ​ 9,873 ​ ​ 9,873 Total $ 725,774 $ 693,430 $ 369,086 $ 1,788,290 ​ 63 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2024 ​ ​ Chamberlain ​ Walden Medical and Veterinary ​ Consolidated Tuition and fees ​ $ 633,522 $ 595,332 $ 342,389 $ 1,571,243 Other ​ ​ — ​ ​ — ​ ​ 13,409 ​ ​ 13,409 Total $ 633,522 $ 595,332 $ 355,798 $ 1,584,652 ​ In addition, see Note 19 “Segment Information” for a disaggregation of revenue by geographical region. Performance Obligations and Revenue Recognition Tuition and fees: The majority of revenue is derived from tuition and fees, which is recognized on a straight-line basis over the academic term as instruction is delivered. Other: Other revenue consists of housing and other miscellaneous services. Other revenue is recognized over the period in which the applicable performance obligation is satisfied. Arrangements for payment are agreed to prior to registration of the student’s first academic term. The majority of U.S. students obtain Title IV or other financial aid resulting in institutions receiving a significant amount of the transaction price at the beginning of the academic term. Students not utilizing Title IV or other financial aid funding may pay after the academic term is complete. Transaction Price Revenue, or transaction price, is measured as the amount of consideration expected to be received in exchange for transferring goods or services. Students may receive scholarships, discounts, or refunds, which gives rise to variable consideration. The amounts of scholarships or discounts are generally applied to individual student accounts when such amounts are awarded. Therefore, the transaction price is immediately reduced directly by these scholarships or discounts from the amount of the standard tuition rate charged. Scholarships and discounts that are only applied to future tuition charged are considered a separate performance obligation if they represent a material right in accordance with ASC 606. In those instances, we defer the value of the related performance obligation associated with the future scholarship or discount based on estimates of future redemption informed by our historical experience of student persistence toward completion of study. Upon withdrawal, a student may be eligible to receive a refund, or partial refund, the amount of which is dependent on the timing of the withdrawal during the academic term. If a student withdraws prior to completing an academic term, federal and state regulations and accreditation criteria permit Covista to retain a set percentage of the total tuition received from such student, which varies with, but generally equals or exceeds, the percentage of the academic term completed by such student. Payment amounts received by Covista in excess of such set percentages of tuition are refunded to the student or the appropriate funding source. For contracts with similar characteristics and historical data on refunds, the expected value method is applied in determining the variable consideration related to refunds. Estimates of Covista’s expected refunds are determined at the outset of each academic term, based upon actual refunds in previous academic terms. Reserves related to refunds are presented as refund liabilities within accrued liabilities on the Consolidated Balance Sheets. All refunds are netted against revenue during the applicable academic term. Management reassesses collectability on a student-by-student basis throughout the period revenue is recognized. This reassessment is based upon new information and changes in facts and circumstances relevant to a student’s ability to pay. Management also reassesses collectability when a student withdraws from the institution and has unpaid tuition charges. Such unpaid charges do not meet the threshold of reasonably collectible and are recognized as revenue on a cash basis. Contract Balances Students are billed at the beginning of each academic term and payment is due at that time. Covista’s performance obligation is to provide educational services in the form of instruction during the academic term and to provide for any scholarships or discounts that are deemed a material right under ASC 606. As instruction is provided or the deferred value 64 Table of Contents of material rights are recognized, deferred revenue is reduced. A significant portion of student payments are from Title IV financial aid and other programs and are generally received during the first month of the respective academic term. For students utilizing Covista’s credit extension programs (see Note 9 “Accounts and Financing Receivables”), payments are generally received after the academic term, and the corresponding performance obligation, is complete. When payments are received, accounts and financing receivables are reduced. Deferred revenue within current liabilities is $259.1 million and $214.1 million as of June 30, 2026 and 2025, respectively, which includes $48.5 million and $38.1 million as of June 30, 2026 and 2025, respectively, related to contract liabilities associated with material rights. Deferred revenue within other noncurrent liabilities is $30.9 million and $25.0 million as of June 30, 2026 and 2025, respectively, and relates entirely to contract liabilities associated with material rights, which are expected to be earned over approximately the next four fiscal years. Revenue of $214.1 million and $185.3 million was recognized during fiscal year 2026 and 2025, respectively, that was included in the deferred revenue balance at the beginning of fiscal year 2026 and 2025. The difference between the opening and closing balances of deferred revenue includes decreases from revenue recognized during the period, increases from charges related to the start of academic terms beginning during the period, increases from payments received related to academic terms commencing after the end of the period, and increases from recognizing additional performance obligations for material rights during the period. 5. Restructuring Expense During the year ended June 30, 2026, Covista recorded restructuring expense primarily driven by workforce reductions and prior real estate consolidations at Covista’s home office. We continue to incur restructuring charges or reversals related to exited leased space from previous restructuring actions. During the year ended June 30, 2025, Covista recorded restructuring expense primarily driven by workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Covista’s home office. During the year ended June 30, 2024, Covista recorded restructuring expense primarily driven by prior real estate consolidations at Covista’s home office. When estimating costs of exiting lease space, estimates are made which could differ materially from actual results and may result in additional restructuring charges or reversals in future periods. Termination benefit charges represent severance pay and benefits for employees impacted by workforce reductions. Restructuring expense by segment was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2026 ​ ​ Real Estate and Other ​ Termination Benefits ​ Total Chamberlain ​ $ 98 $ 1,926 $ 2,024 Walden ​ ​ — ​ 715 ​ 715 Medical and Veterinary ​ ​ 120 ​ 735 ​ 855 Home Office ​ ​ 519 ​ 2,216 ​ 2,735 Total ​ $ 737 ​ $ 5,592 ​ $ 6,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2025 ​ ​ Real Estate and Other ​ Termination Benefits ​ Total Chamberlain ​ $ 974 $ 938 $ 1,912 Medical and Veterinary ​ ​ 215 ​ 239 ​ 454 Home Office ​ ​ 708 ​ 240 ​ 948 Total ​ $ 1,897 ​ $ 1,417 ​ $ 3,314 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2024 ​ ​ Real Estate and Other ​ Termination Benefits ​ Total Walden ​ $ (776) $ — $ (776) Medical and Veterinary ​ ​ 402 ​ 40 ​ 442 Home Office ​ ​ 2,204 ​ — ​ 2,204 Total ​ $ 1,830 ​ $ 40 ​ $ 1,870 ​ 65 Table of Contents The following table summarizes the separation and restructuring plan activity for the years ended June 30, 2025 and 2026, for which cash payments are required (in thousands): ​ ​ ​ ​ ​ Liability balance as of June 30, 2024 ​ $ — Increase in liability (termination and other charges) ​ 1,418 Reduction in liability (payments and adjustments) ​ (1,418) Liability balance as of June 30, 2025 ​ — Increase in liability (termination and other charges) ​ 5,592 Reduction in liability (payments and adjustments) ​ (4,068) Liability balance as of June 30, 2026 ​ $ 1,524 ​ These liability balances are recorded within accrued liabilities on the Consolidated Balance Sheets. 6. Other Income, Net Other income, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Interest and dividend income ​ $ 5,458 ​ $ 8,216 ​ $ 9,177 Investment gain ​ 1,720 ​ 1,074 ​ 1,365 Other income, net ​ $ 7,178 ​ $ 9,290 ​ $ 10,542 ​ Investment gain includes trading gains and losses related to the rabbi trust used to fund nonqualified deferred compensation plan obligations (see Note 16 “Employee Benefit Plans” for additional information). 7. Income Taxes Income from continuing operations before income taxes, classified by source of income, was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Domestic ​ $ 254,316 ​ $ 221,225 ​ $ 89,752 Foreign ​ 90,803 ​ 77,289 ​ 74,185 Total ​ $ 345,119 ​ $ 298,514 ​ $ 163,937 ​ The components of the provision for income taxes were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2026 ​ 2025 ​ 2024 Current tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ $ (3,621) ​ $ 40,742 ​ $ 11,243 State and local ​ 5,758 ​ 7,070 ​ 3,489 Foreign ​ 7,255 ​ (388) ​ 419 Total current ​ 9,392 ​ 47,424 ​ 15,151 Deferred tax provision: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ 56,012 ​ 9,296 ​ 4,870 State and local ​ 9,570 ​ 6,786 ​ 2,745 Foreign ​ 2,770 ​ 2,331 ​ 3,458 Total deferred ​ 68,352 ​ 18,413 ​ 11,073 Provision for income taxes ​ $ 77,744 ​ $ 65,837 ​ $ 26,224 ​ 66 Table of Contents Pursuant to ASU 2023-09, for the year ended June 30, 2026, the effective tax rate differs from the statutory tax rates as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2026 ​ ​ ​ Amount ​ Percent ​ Income tax at statutory rate ​ $ 72,475 ​ 21.0 % State and local income taxes, net of federal income tax effect(1) ​ 11,745 3.4 % Foreign tax effects: ​ ​ ​ ​ Barbados: ​ ​ ​ ​ ​ ​ Statutory tax rate differential ​ ​ (6,204) ​ (1.8) % Local tax incentive rate differential ​ (4,408) (1.3) % Qualified domestic minimum top-up tax ​ 7,449 2.2 % St Kitts: ​ ​ ​ ​ Statutory tax rate differential ​ 1,222 0.4 % Local tax incentive rate differential ​ (7,635) (2.2) % Other foreign jurisdictions ​ ​ 906 ​ 0.3 % Effect of cross-border tax laws ​ ​ 1,924 ​ 0.6 % Tax credits ​ ​ (967) ​ (0.3) % Changes in valuation allowances ​ ​ 258 ​ 0.1 % Nontaxable or nondeductible items: ​ ​ ​ ​ ​ ​ Limitations on executive compensation ​ ​ 6,489 ​ 1.9 % Stock-based compensation ​ ​ (3,775) ​ (1.1) % Other ​ ​ 1,244 ​ 0.4 % Changes in unrecognized tax benefits ​ ​ (4,247) ​ (1.2) % Other adjustments ​ 1,268 0.4 % Effective tax rate ​ $ 77,744 22.5 % (1) For the year ended June 30, 2026, state and local taxes in Illinois, Florida, California, New Jersey, and Maryland made up the majority (greater than 50%) of the tax effect in this category. Consistent with our presentation prior to the adoption of ASU 2023-09, for the years ended June 30, 2025 and 2024, the effective tax rate differs from the statutory tax rates as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2025 ​ 2024 ​ ​ Amount ​ Percent ​ ​ Amount ​ Percent ​ Income tax at statutory rate ​ $ 62,688 ​ 21.0 % ​ $ 34,427 ​ 21.0 % Lower rates on foreign operations ​ (10,999) (3.7) % ​ (11,419) (7.0) % State income taxes ​ 10,263 3.4 % ​ 4,767 2.9 % Research and development tax credits ​ ​ (1,908) ​ (0.6) % ​ ​ (1,589) (1.0) % Change in valuation allowance ​ ​ — ​ — % ​ ​ (621) (0.4) % Permanent taxable items ​ (2,286) (0.8) % ​ (904) (0.6) % Limitations on executive compensation ​ 5,812 1.9 % ​ 2,987 1.8 % Foreign tax provisions under GILTI ​ ​ 6,110 ​ 2.0 % ​ 4,908 ​ 3.0 % Change in unrecognized tax benefits ​ ​ (490) ​ (0.2) % ​ (6,849) ​ (4.2) % Other ​ (3,353) (1.1) % ​ 517 0.3 % Effective tax rate ​ $ 65,837 22.1 % ​ $ 26,224 16.0 % ​ Our effective tax rate from continuing operations was 22.5%, 22.1%, and 16.0% for the years ended June 30, 2026, 2025, and 2024, respectively. The effective tax rate for the year ended June 30, 2026 increased compared to the year ended June 30, 2025 primarily due to taxes on foreign earnings net of U.S. foreign tax credits, partially offset by an increase in the percentage of earnings from operations in lower taxed jurisdictions. The income tax provisions reflect the U.S. federal tax rate of 21% adjusted for taxes related to global intangible low-taxed income (“GILTI”), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings 67 Table of Contents outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, changes in unrecognized tax benefits, and tax benefits on stock-based compensation. Income taxes paid, net of refunds, by jurisdiction were as follows (in thousands): ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 U.S. Federal ​ $ 8,118 U.S. State ​ ​ 5,292 Foreign ​ 239 Total ​ $ 13,649 ​ Deferred income tax assets and liabilities result primarily from temporary differences in the recognition of various expenses for tax and financial statement purposes, and from the recognition of the tax benefits of net operating loss carryforwards. The components of the deferred income tax assets and liabilities were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ 2025 Employee benefits ​ $ 15,911 ​ $ 16,428 Stock-based compensation ​ 8,443 ​ 8,990 Receivable reserve ​ 12,846 ​ 10,756 Capitalized research and experimental costs ​ — ​ 17,738 Operating lease liabilities ​ ​ 57,926 ​ ​ 50,201 Accrued and other liabilities ​ 14,373 ​ 7,399 Loss and credit carryforwards, net ​ 9,182 ​ 10,303 Less: valuation allowance ​ ​ (258) ​ ​ — Gross deferred tax assets ​ 118,423 ​ 121,815 Depreciation ​ (13,419) ​ (8,054) Deferred taxes on unremitted foreign earnings ​ ​ (386) ​ ​ (307) Capitalized research and experimental costs ​ ​ (20,279) ​ ​ — Amortization of intangible assets ​ (97,518) ​ (72,487) Operating lease assets ​ ​ (45,639) ​ ​ (39,867) Prepaid expenses and other assets ​ ​ (2,964) ​ ​ — Gross deferred tax liability ​ (180,205) ​ (120,715) Net deferred tax (liability) asset ​ $ (61,782) ​ $ 1,100 ​ Tax net operating loss (tax effected), interest (tax effected), and credit carryforwards, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Years of Expiration ​ ​ 2026 ​ Beginning ​ Ending U.S. credit carryforwards ​ $ 414 ​ 2027 ​ 2030 State net operating loss carryforwards ​ 6,541 2029 2043 State interest expense carryforwards ​ ​ 149 ​ no expiration Foreign net operating loss carryforwards ​ 1,820 2032 2033 Total loss and credit carryforwards, net ​ $ 8,924 ​ ​ ​ ​ As of June 30, 2026, Covista had $112.3 million of gross, post apportioned state net operating loss carryforwards, and $5.3 million of gross foreign net operating loss carryforwards in St. Maarten. As of June 30, 2025, Covista had $123.9 million of gross, post apportioned state net operating loss carryforwards, and $6.1 million of gross foreign net operating loss carryforwards in St. Maarten. RUSM and RUSVM each have agreements with their respective domestic governments that exempt them from local income taxation. RUSM has an exemption in Barbados until 2039 and RUSVM has an exemption in St. Kitts until 2038. 68 Table of Contents Covista does not assert that the accumulated undistributed earnings of its foreign subsidiaries are indefinitely reinvested in foreign jurisdictions. Accrued state income and foreign withholding taxes on such undistributed earnings were not material. The changes in valuation allowances were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Balance at beginning of period ​ $ — ​ $ — ​ $ 621 Charged to costs and expenses ​ 258 ​ — ​ — Deductions ​ — ​ — ​ (621) Balance at end of period ​ $ 258 ​ $ — ​ $ — ​ Covista reviews the realizability of its deferred tax assets and related valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. A valuation allowance is established when, based on the weight of available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. The valuation allowance on our deferred tax assets was $0.3 million as of June 30, 2026 and relates to U.S. foreign tax credit carryforwards. We will continue to evaluate the need for valuation allowances and, as circumstances change, the valuation allowance may change. The changes in unrecognized tax benefits were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Balance at beginning of period ​ $ 6,850 ​ $ 6,723 ​ $ 13,128 Increases from positions taken during prior periods ​ 321 ​ 235 ​ 953 Decreases from positions taken during prior periods ​ (1,097) ​ — ​ (1,248) Increases from positions taken during the current period ​ 407 ​ 656 ​ 554 Reductions due to lapse of statute ​ (3,788) ​ (764) ​ (6,664) Balance at end of period ​ $ 2,693 ​ $ 6,850 ​ $ 6,723 ​ As of June 30, 2026 and 2025, the total amount of gross unrecognized tax benefits for uncertain tax positions was $2.7 million and $6.9 million, respectively, which if recognized, would impact the effective tax rate. Covista classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amount of interest and penalties accrued as of June 30, 2026 and 2025 was $0.3 million and $1.2 million, respectively. Interest and penalties recognized during the years ended June 30, 2026, 2025, and 2024 was a benefit of $1.0 million, nil, and expense of $0.4 million, respectively. Covista files tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions based on existing tax laws and incentives. Covista remains generally subject to examination in the U.S. for years beginning on or after July 1, 2022; in various states for years beginning on or after July 1, 2021; and in our significant foreign jurisdictions for years beginning on or after July 1, 2019. In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which introduced substantial changes to U.S. tax provisions. The most relevant provisions to Covista for fiscal year 2026 include allowing accelerated tax deductions for qualified property and research and development expenditures. The impacts of OBBBA were not material to the income tax provision for the year ended June 30, 2026. 69 Table of Contents 8. Earnings per Share The following table sets forth the computations of basic and diluted earnings per share and antidilutive shares (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss): ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 267,375 ​ $ 232,677 ​ $ 137,713 Discontinued operations ​ ​ (15,809) ​ ​ 4,388 ​ ​ (936) Net income ​ $ 251,566 ​ $ 237,065 ​ $ 136,777 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average basic shares outstanding ​ ​ 35,045 ​ 37,085 ​ 39,413 Effect of dilutive stock awards ​ ​ 670 ​ 1,249 ​ 894 Weighted-average diluted shares outstanding ​ ​ 35,715 ​ 38,334 ​ 40,307 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 7.63 ​ $ 6.27 ​ $ 3.49 Discontinued operations ​ $ (0.45) ​ $ 0.12 ​ $ (0.02) Total basic earnings per share ​ $ 7.18 ​ $ 6.39 ​ $ 3.47 Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 7.49 ​ $ 6.07 ​ $ 3.42 Discontinued operations ​ $ (0.44) ​ $ 0.11 ​ $ (0.02) Total diluted earnings per share ​ $ 7.04 ​ $ 6.18 ​ $ 3.39 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average antidilutive shares ​ ​ 1 ​ ​ 23 ​ ​ 115 ​ ​ 9. Accounts and Financing Receivables Our accounts receivables relate to student balances occurring in the normal course of business. Accounts receivables have a term of less than one year and are included in accounts and financing receivables, net on our Consolidated Balance Sheets. Our financing receivables relate to credit extension programs, which provide students with payment terms in excess of one year and are included in accounts and financing receivables, net and other assets, net on our Consolidated Balance Sheets. The classification of our accounts and financing receivable balances was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ ​ Gross ​ ​ Allowance ​ ​ Net Accounts receivables, current ​ $ 225,869 ​ $ (59,018) ​ $ 166,851 Financing receivables, current ​ ​ 5,336 ​ ​ (2,626) ​ ​ 2,710 Accounts and financing receivables, current ​ $ 231,205 ​ $ (61,644) ​ $ 169,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing receivables, current ​ $ 5,336 ​ $ (2,626) ​ $ 2,710 Financing receivables, noncurrent ​ ​ 28,710 ​ ​ (7,225) ​ ​ 21,485 Total financing receivables ​ $ 34,046 ​ $ (9,851) ​ $ 24,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 70 Table of Contents ​ ​ June 30, 2025 ​ ​ ​ Gross ​ ​ Allowance ​ ​ Net Accounts receivables, current ​ $ 189,874 ​ $ (46,441) ​ $ 143,433 Financing receivables, current ​ ​ 5,393 ​ ​ (2,637) ​ ​ 2,756 Accounts and financing receivables, current ​ $ 195,267 ​ $ (49,078) ​ $ 146,189 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing receivables, current ​ $ 5,393 ​ $ (2,637) ​ $ 2,756 Financing receivables, noncurrent ​ ​ 33,116 ​ ​ (8,757) ​ ​ 24,359 Total financing receivables ​ $ 38,509 ​ $ (11,394) ​ $ 27,115 ​ Our financing receivables relate to credit extension programs available to students at Chamberlain, AUC, RUSM, and RUSVM. These credit extension programs are designed to assist students who are unable to completely cover educational costs consisting of tuition, fees, and books, and are available only after all other student financial assistance has been applied toward those purposes. In addition, AUC, RUSM, and RUSVM allow students to finance their living expenses. Repayment plans for financing agreements are developed to address the financial circumstances of the particular student. Interest charges at rates from 3.0% to 12.0% per annum accrue each month on the unpaid balance once a student withdraws or graduates from a program. Most students are required to begin repaying their obligations while they are still in school with a minimum payment level. Payments may increase upon completing or departing school. Credit Quality The primary credit quality indicator for our financing receivables is delinquency. Balances are considered delinquent when contractual payments on the loan become past due. We generally write-off financing receivable balances when they are at least 181 days past due. Payments are applied first to outstanding interest and then to the unpaid principal balance. The credit quality analysis of financing receivables as of June 30, 2026 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Basis by Origination Year ​ ​ Prior ​ 2022 ​ 2023 ​ 2024 ​ 2025 ​ 2026 ​ Total 1-30 days past due $ 616 ​ $ 85 $ 669 $ 66 $ 178 $ 675 $ 2,289 31-60 days past due ​ ​ 134 ​ ​ 45 ​ ​ 19 ​ ​ 37 ​ ​ 105 ​ ​ 52 ​ ​ 392 61-90 days past due ​ ​ 18 ​ ​ 24 ​ ​ 9 ​ ​ 60 ​ ​ 9 ​ ​ 17 ​ ​ 137 91-120 days past due ​ ​ 155 ​ ​ — ​ ​ 23 ​ ​ 14 ​ ​ 330 ​ ​ 185 ​ ​ 707 121-150 days past due ​ ​ 33 ​ ​ 42 ​ ​ 25 ​ ​ 2 ​ ​ 28 ​ ​ 78 ​ ​ 208 Greater than 150 days past due ​ ​ 2,976 ​ ​ 723 ​ ​ 1,047 ​ ​ 1,553 ​ ​ 1,380 ​ ​ 376 ​ ​ 8,055 Total past due ​ ​ 3,932 ​ ​ 919 ​ ​ 1,792 ​ ​ 1,732 ​ ​ 2,030 ​ ​ 1,383 ​ ​ 11,788 Current ​ ​ 6,114 ​ ​ 1,414 ​ ​ 2,031 ​ ​ 3,712 ​ ​ 3,923 ​ ​ 5,064 ​ ​ 22,258 Financing receivables, gross ​ $ 10,046 ​ $ 2,333 ​ $ 3,823 ​ $ 5,444 ​ $ 5,953 ​ $ 6,447 ​ $ 34,046 Gross write-offs ​ $ 1,154 ​ $ 281 ​ $ 1,446 ​ $ 1,115 ​ $ 169 ​ $ 10 ​ $ 4,175 The credit quality analysis of financing receivables as of June 30, 2025 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Basis by Origination Year ​ ​ Prior ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ 2025 ​ Total 1-30 days past due $ 319 ​ $ 303 $ 116 $ 37 $ 1,099 $ 1,623 $ 3,497 31-60 days past due ​ ​ 67 ​ ​ 122 ​ ​ 42 ​ ​ 68 ​ ​ 377 ​ ​ 378 ​ ​ 1,054 61-90 days past due ​ ​ 21 ​ ​ 28 ​ ​ — ​ ​ 255 ​ ​ 27 ​ ​ 72 ​ ​ 403 91-120 days past due ​ ​ 30 ​ ​ — ​ ​ — ​ ​ 11 ​ ​ 42 ​ ​ 17 ​ ​ 100 121-150 days past due ​ ​ 44 ​ ​ 10 ​ ​ — ​ ​ 45 ​ ​ 52 ​ ​ 103 ​ ​ 254 Greater than 150 days past due ​ ​ 2,261 ​ ​ 1,291 ​ ​ 1,171 ​ ​ 2,058 ​ ​ 1,935 ​ ​ 293 ​ ​ 9,009 Total past due ​ ​ 2,742 ​ ​ 1,754 ​ ​ 1,329 ​ ​ 2,474 ​ ​ 3,532 ​ ​ 2,486 ​ ​ 14,317 Current ​ ​ 5,858 ​ ​ 2,609 ​ ​ 1,819 ​ ​ 3,323 ​ ​ 4,440 ​ ​ 6,143 ​ ​ 24,192 Financing receivables, gross ​ $ 8,600 ​ $ 4,363 ​ $ 3,148 ​ $ 5,797 ​ $ 7,972 ​ $ 8,629 ​ $ 38,509 Gross write-offs ​ $ 1,158 ​ $ 642 ​ $ 478 ​ $ 1,014 ​ $ 876 ​ $ 13 ​ $ 4,181 ​ 71 Table of Contents Allowance for Credit Losses The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in our accounts and financing receivable balances as of each balance sheet date. In evaluating the collectability of our accounts and financing receivable balances, we utilize historical events, current conditions, and reasonable and supportable forecasts about the future. For our accounts receivables, we use historical loss rates based on an aging schedule and a student’s status to determine the allowance for credit losses. As these accounts receivables are short-term in nature, management believes a student’s status provides the best credit loss estimate, while also factoring in delinquency. Students still attending classes, recently graduated, or current on payments are more likely to pay than those who are inactive due to being on a leave of absence, withdrawing from school, or not current on payments. For our financing receivables, we use historical loss rates based on an aging schedule. As these financing receivables are based on long-term financing agreements offered by Covista, management believes that delinquency provides the best credit loss estimate. As the financing receivable balances become further past due, it is less likely we will receive payment, causing our estimate of credit losses to increase. The following table provides a roll-forward of the allowance for credit losses (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts ​ Financing ​ Total June 30, 2023 $ 29,190 ​ $ 11,468 $ 40,658 Write-offs ​ ​ (54,897) ​ ​ (3,261) ​ ​ (58,158) Recoveries ​ ​ 10,806 ​ ​ 1,413 ​ ​ 12,219 Provision for credit losses ​ ​ 50,237 ​ ​ 2,938 ​ ​ 53,175 June 30, 2024 ​ ​ 35,336 ​ ​ 12,558 ​ ​ 47,894 Write-offs ​ ​ (61,376) ​ ​ (4,181) ​ ​ (65,557) Recoveries ​ ​ 11,184 ​ ​ 1,077 ​ ​ 12,261 Provision for credit losses ​ ​ 61,297 ​ ​ 1,940 ​ ​ 63,237 June 30, 2025 ​ ​ 46,441 ​ ​ 11,394 ​ ​ 57,835 Write-offs ​ ​ (66,846) ​ ​ (4,175) ​ ​ (71,021) Recoveries ​ ​ 12,194 ​ ​ 1,096 ​ ​ 13,290 Provision for credit losses ​ ​ 67,229 ​ ​ 1,536 ​ ​ 68,765 June 30, 2026 ​ $ 59,018 ​ $ 9,851 ​ $ 68,869 ​ ​ 10. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ Useful Life ​ 2026 ​ 2025 Land - $ 31,776 ​ $ 31,776 Buildings and improvements ​ 10 - 31 years ​ ​ 205,974 ​ ​ 202,240 Leasehold improvements ​ Shorter of asset useful life or lease term ​ ​ 141,174 ​ ​ 120,603 Furniture and equipment ​ 3 - 8 years ​ ​ 120,410 ​ ​ 104,708 Software ​ 3 - 5 years ​ ​ 128,114 ​ ​ 113,565 Construction in progress ​ - ​ ​ 58,161 ​ ​ 24,983 Property and equipment, gross ​ ​ ​ ​ 685,609 ​ ​ 597,875 Accumulated depreciation ​ ​ ​ (382,960) ​ (341,744) Property and equipment, net ​ ​ ​ $ 302,649 ​ $ 256,131 ​ Depreciation expense was $43.9 million, $40.7 million, and $39.7 million for the years ended June 30, 2026, 2025, and 2024, respectively. 72 Table of Contents During the year ended June 30, 2024, management committed to a plan to sell a building located in Naperville, Illinois, and the building met criteria to be classified as assets held for sale. As a result, the building’s carrying value of $8.4 million was adjusted to its estimated fair value less cost to sell of $7.8 million, and the resulting $0.6 million charge was recognized within student services and administrative expense in the Consolidated Statements of Income for the year ended June 30, 2024. On June 25, 2025, Covista sold the building for $7.3 million, which resulted in an additional loss of $0.5 million that was recognized within student services and administrative expense in the Consolidated Statements of Income for the year ended June 30, 2025. 11. Leases We determine if a contract contains a lease at inception. We have entered into operating leases for academic sites, housing facilities, and office space which expire at various dates through December 2042, most of which include options to terminate for a fee or extend the leases for an additional five-year period. The lease term includes the noncancelable period of the lease, as well as any periods for which we are reasonably certain to exercise extension options. We account for lease and non-lease components (e.g., common-area maintenance costs) as a single lease component for all operating leases. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We have not entered into any finance leases. Operating lease assets represent our right to use an underlying asset during the lease term. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Operating lease assets are adjusted for any prepaid or accrued lease payments, lease incentives, initial direct costs, and impairments. Our incremental borrowing rate is utilized in determining the present value of the lease payments based upon the information available at the commencement date. Our incremental borrowing rate is determined using a secured borrowing rate for the same currency and term as the associated lease. Operating lease expense is recognized on a straight-line basis over the lease term. The components of lease cost were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Operating lease cost ​ $ 49,727 ​ $ 45,942 ​ $ 44,365 Sublease income ​ (2,002) ​ (5,315) ​ (9,107) Total lease cost ​ $ 47,725 ​ $ 40,627 ​ $ 35,258 ​ Maturities of lease liabilities as of June 30, 2026 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Operating Fiscal Year ​ Leases 2027 ​ $ 50,440 2028 ​ ​ 50,170 2029 ​ ​ 43,683 2030 ​ ​ 41,323 2031 ​ ​ 35,628 Thereafter ​ ​ 189,388 Total lease payments ​ 410,632 Less: lease incentives not yet received ​ ​ (36,658) Less: imputed interest ​ ​ (131,329) Present value of lease liabilities ​ $ 242,645 ​ 73 Table of Contents Lease term and discount rate were as follows: ​ ​ ​ ​ ​ ​ ​ June 30, 2026 Weighted-average remaining operating lease term (years) ​ ​ 8.9 Weighted-average operating lease discount rate ​ ​ 7.7% ​ Supplemental disclosures of cash flow information related to leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Cash paid for amounts in the measurement of operating lease liabilities (net of sublease and lease incentive receipts) ​ $ 37,433 ​ $ 35,975 ​ $ 41,063 Operating lease assets obtained in exchange for operating lease liabilities ​ $ 41,116 ​ $ 46,982 ​ $ 34,719 ​ ​ ​ 12. Goodwill and Intangible Assets Goodwill balances by reportable segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ 2025 Chamberlain ​ $ 4,716 ​ $ 4,716 Walden ​ ​ 651,052 ​ ​ 651,052 Medical and Veterinary ​ ​ 305,494 ​ ​ 305,494 Total ​ $ 961,262 ​ $ 961,262 ​ Indefinite-lived intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ 2025 Title IV eligibility and accreditations ​ $ 611,100 ​ $ 611,100 Trade name ​ 141,760 ​ 141,760 Total ​ $ 752,860 ​ $ 752,860 ​ Amortizable intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ June 30, 2025 ​ ​ ​ ​ Gross Carrying ​ Accumulated ​ Gross Carrying ​ Accumulated ​ Weighted-Average ​ ​ Amount ​ Amortization ​ Amount ​ Amortization ​ Amortization Period Curriculum ​ $ 56,091 ​ $ (54,697) $ 56,091 ​ $ (43,477) 5 Years Total ​ $ 56,091 ​ $ (54,697) $ 56,091 ​ $ (43,477) ​ ​ Curriculum is a finite-lived intangible asset that is amortized on a straight-line basis. Student relationships was a finite-lived intangible asset that was amortized based on the estimated retention of the students and considered the revenue and cash flow associated with those existing students. Student relationships was fully amortized as of June 30, 2024. Amortization expense for finite-lived intangible assets was $11.2 million, $11.2 million, and $35.6 million for the years ended June 30, 2026, 2025, and 2024, respectively. Future amortization expense on finite-lived intangible assets, by reporting unit, is expected to be as follows (in thousands): ​ ​ ​ ​ ​ Fiscal Year ​ Walden 2027 ​ $ 1,394 Total ​ $ 1,394 ​ 74 Table of Contents Indefinite-lived intangible assets related to trade names and Title IV eligibility and accreditations are not amortized, as there are no legal, regulatory, contractual, economic, or other factors that limit the useful life of these intangible assets to the reporting entity. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. There were no triggering events in fiscal year 2026 and our annual testing date is May 31. Covista has five reporting units, which are Chamberlain, Walden, AUC, RUSM, and RUSVM. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more likely than not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s fair value. If the carrying value of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. We also have the option to perform a qualitative assessment to test indefinite-lived intangible assets for impairment by determining whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that the indefinite-lived intangible asset is more likely than not impaired, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the indefinite-lived intangible assets. If the carrying value of the indefinite-lived intangible assets exceeds their fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value. As of May 31, 2026, we elected to perform a qualitative assessment for all reporting units, except AUC. For the four reporting units where a qualitative assessment was performed we analyzed qualitative factors, including results of operations and business conditions, significant changes in cash flows of the reporting unit level or individual indefinite-lived intangible asset level, if applicable, as well as how much previously calculated fair values exceeded carrying values to determine if it is more likely than not that the goodwill or indefinite-lived intangible assets were impaired. Based on the qualitative assessment of the four reporting units, it was determined that it was more likely than not that the fair values of the reporting units or individual indefinite-lived intangible assets exceeded the respective carrying values. As of May 31, 2026, we did not elect to perform a qualitative assessment for the AUC trade name and AUC Title IV eligibility and accreditation indefinite-lived intangible assets, and therefore performed a quantitative assessment of the respective fair values. In determining fair value of the AUC trade name indefinite-lived intangible asset, we used the relief-from-royalty method. The significant assumptions used in this valuation approach are the risk-adjusted discount rate of 11.7%, forecasted revenue, a terminal revenue growth rate of 3.0%, and a royalty rate of 5.5%. In determining the fair value of the AUC Title IV eligibility and accreditation indefinite-lived intangible asset, we used the with and without method in a discounted cash flow model. The significant assumptions used in this valuation approach are the risk-adjusted discount rate of 11.7%, forecasted revenue with and without the accreditations in place, and forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) with and without the accreditations in place. Based on these quantitative assessments, it was determined that the fair values of these indefinite-lived intangible assets in the AUC reporting unit exceeded their carrying values and therefore no impairment was identified. As of May 31, 2026, we did not elect to perform a qualitative assessment for our AUC reporting unit and therefore performed a quantitative assessment of the reporting unit’s fair value. In determining fair value of the AUC reporting unit, we used the discounted cash flow method and the market comparable method. The significant assumptions used in the discounted cash flow method are the risk-adjusted discount rate of 11.7%, forecasted revenue and EBITDA, and a terminal growth rate of 3.0%. The significant assumptions used in the market comparable method include earnings multiples for comparable companies. Based on this quantitative assessment, it was determined that the fair value of the AUC reporting unit exceeded its carrying value and therefore no goodwill impairment was identified. Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. If economic conditions 75 Table of Contents deteriorate or operating performance of our reporting units does not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. 13. Debt Long-term debt consisted of the following senior secured credit facilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ 2025 Term Loan B ​ $ 510,000 ​ $ 153,333 Revolver ​ ​ 163,000 ​ ​ — Senior Secured Notes due 2028 ​ — ​ 404,950 Total principal ​ 673,000 ​ 558,283 Unamortized debt discount and issuance costs ​ (10,150) ​ (5,614) Total long-term debt ​ ​ 662,850 ​ ​ 552,669 Less current portion ​ ​ (5,100) ​ ​ — Long-term debt ​ $ 657,750 ​ $ 552,669 ​ Scheduled future maturities of long-term debt were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Maturity Fiscal Year ​ Payments 2027 ​ $ 5,100 2028 ​ 5,100 2029 ​ 5,100 2030 ​ ​ 5,100 2031 ​ ​ 168,100 Thereafter ​ ​ 484,500 Total ​ $ 673,000 ​ Credit Agreement On August 12, 2021, in connection with the Walden acquisition, Covista entered into a credit agreement (the “Credit Agreement”) that provided for (1) a $850.0 million senior secured term loan (“Term Loan B”) with a maturity date of August 12, 2028 and (2) a $400.0 million senior secured revolving loan facility (“Revolver”) with a maturity date of August 12, 2026. We refer to the Term Loan B and Revolver collectively as the “Credit Facility.” Term Loan B Prior to January 26, 2024, borrowings under the Term Loan B bore interest at a rate per annum equal to, at our option, the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 4.00% to 4.50%, subject to a SOFR floor of 0.75%, or an alternate base rate (“ABR”) plus an applicable margin ranging from 3.00% to 3.50% depending on Covista’s net first lien leverage ratio for such period. On January 26, 2024, we entered into Amendment No. 2 to Credit Agreement, which resulted in a 0.50% reduction in our Term Loan B interest rate margin. From January 26, 2024 through August 21, 2024, borrowings under the Term Loan B bore interest at a rate per annum equal to, at our option, SOFR plus an applicable margin ranging from 3.50% to 4.00%, subject to a SOFR floor of 0.75%, or an ABR plus an applicable margin ranging from 2.50% to 3.00% depending on Covista’s net first lien leverage ratio for such period. On August 21, 2024, we entered into Amendment No. 3 to Credit Agreement, which resulted in a further 0.75% reduction in our Term Loan B interest rate margin and removed the leverage-based pricing grid. From August 21, 2024 through March 2, 2026, borrowings under the Term Loan B bore interest at a rate per annum equal to, at our option, SOFR plus 2.75%, subject to a SOFR floor of 0.75%, or an ABR plus 1.75%. 76 Table of Contents We made Term Loan B prepayments of $396.7 million, $100.0 million, $50.0 million, $50.0 million, $100.0 million, and $50.0 million on March 11, 2022, September 22, 2022, November 22, 2022, January 26, 2024, January 17, 2025, and October 29, 2025, respectively, resulting in a principal amount of $103.3 million as of March 1, 2026. On March 2, 2026, we entered into Amendment No. 5 to Credit Agreement and Incremental Assumption Agreement (the “Term Loan B Amendment”) to incur new term loans under Term Loan B in an aggregate principal amount of $510.0 million with a maturity date of March 2, 2033. The Term Loan B Amendment was treated as a debt extinguishment of the previously outstanding $103.3 million principal amount of Term Loan B and the issuance of a new Term Loan B with an aggregate principal amount of $510.0 million. This resulted in a loss on debt extinguishment of $1.3 million within interest expense in the Consolidated Statements of Income for the year ended June 30, 2026 related to the write-off of unamortized debt discount and issuance costs associated with the previously outstanding $103.3 million principal amount of Term Loan B. As of March 2, 2026, borrowings under the Term Loan B bear interest at a rate per annum equal to, at our option, SOFR plus 2.25%, subject to a SOFR floor of 0.75%, or an ABR plus 1.25%. The Term Loan B requires quarterly installment payments of $1.275 million beginning on September 30, 2026. As of June 30, 2026, the principal amount of the Term Loan B was $510.0 million and had an interest rate of 5.98%, which approximated the effective interest rate. Revolver On August 6, 2025, we entered into Amendment No. 4 to Credit Agreement and Incremental Assumption Agreement (the “Revolver Amendment”) to (i) increase available commitments under our revolving facility by $100.0 million (resulting in aggregate outstanding commitments of $500.0 million under the revolving facility after giving effect to the Revolver Amendment) and (ii) extend the maturity and commitment termination date of our revolving facility to August 6, 2030. Letters of credit may be issued under the Revolver in an aggregate amount of up to $500.0 million. Any letters of credit issued would reduce available capacity. Borrowings under the Revolver bear interest at a rate per annum equal to SOFR plus an applicable margin ranging from 2.25% to 3.00% or an ABR plus an applicable margin ranging from 1.25% to 2.00% depending on Covista’s net first lien leverage ratio for such period. The Credit Agreement requires payment of a commitment fee equal to 0.25% of the unused portion of the Revolver. The commitment fee expense is recorded within interest expense in the Consolidated Statements of Income. There were no borrowings or repayments under the Revolver during the years ended June 30, 2025 and 2024. For the year ended June 30, 2026, we had total borrowings of $500.0 million and repayments of $337.0 million under the Revolver, resulting in outstanding borrowings of $163.0 million as of June 30, 2026. As of June 30, 2026, the Revolver had $337.0 million of available capacity. On July 1, 2026, we repaid the outstanding borrowings of $163.0 million on the Revolver, which increased the available capacity to $500.0 million as of July 1, 2026. Senior Secured Notes due 2028 On March 1, 2021, Covista issued $800.0 million aggregate principal amount of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on March 1, 2028, pursuant to an indenture, dated as of March 1, 2021 (the “Indenture”), by and between Covista and U.S. Bank National Association, as trustee and notes collateral agent. The Notes were sold within the U.S. only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the U.S. to non-U.S. persons in reliance on Regulation S under the Securities Act. On April 11, 2022, we repaid $373.3 million of Notes at a price equal to 100% of the principal amount of the Notes. During June 2022, we repurchased on the open market an additional $20.8 million of Notes at a price equal to approximately 90% of the principal amount and subsequently retired this debt. During the first quarter of fiscal year 2023, we repurchased on the open market an additional $0.9 million of Notes at a price equal to approximately 92% of the principal amount and subsequently retired this debt. On March 2, 2026, we repaid the remaining $405.0 million outstanding principal amount of the Notes at a redemption price equal to 100% of the principal amount. With this debt repayment, the Indenture was fully satisfied and discharged in accordance with its terms and Covista and the subsidiary guarantors party thereto have no further obligations under the Indenture. As a result, the debt repayment was treated as a debt extinguishment. This resulted in a loss on debt extinguishment of $2.6 million within interest expense in the Consolidated 77 Table of Contents Statements of Income for the year ended June 30, 2026 related to the write-off of unamortized debt issuance costs and certain third-party transaction costs. Debt Discount and Issuance Costs The $50.0 million Term Loan B prepayment on October 29, 2025 and the repayment of the remaining $103.3 million principal amount on the original Term Loan B on March 2, 2026 resulted in a loss on debt extinguishment of $1.9 million recorded within interest expense in the Consolidated Statements of Income for the year ended June 30, 2026 related to the write-off of unamortized debt discount and issuance costs. The new Term Loan B was issued on March 2, 2026 at a price of 99.5% of its principal amount of $510.0 million, resulting in an original issue discount of 0.5%. In connection with the issuance of the Term Loan B on March 2, 2026, we capitalized $10.7 million of new debt discount and issuance costs, which are presented as a direct deduction from the face amount of the debt and are amortized as interest expense over a seven-year period from the date of the Term Loan B Amendment. The $405.0 million Notes repayment on March 2, 2026 resulted in a loss on debt extinguishment of $2.5 million recorded within interest expense in the Consolidated Statements of Income for the year ended June 30, 2026 related to the write-off of unamortized debt issuance costs. The debt issuance costs related to the Revolver are classified as other assets, net on the Consolidated Balance Sheets. In connection with the Revolver Amendment on August 6, 2025, we wrote off $0.3 million of previously capitalized debt issuance costs as a loss on debt extinguishment within interest expense in the Consolidated Statements of Income for the year ended June 30, 2026, and capitalized $3.8 million of new debt issuance costs. All newly capitalized debt issuance costs and unamortized debt issuance costs prior to the Revolver Amendment are amortized as interest expense over a five-year period from the date of the Revolver Amendment. The following table summarizes the unamortized debt discount and issuance costs activity for the year ended June 30, 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loan B ​ Notes ​ Revolver ​ Total Unamortized debt discount and issuance costs as of June 30, 2025 ​ $ 2,356 ​ $ 3,258 ​ $ 2,299 ​ $ 7,913 Amortization of debt discount and issuance costs ​ (924) ​ (792) ​ (1,204) ​ (2,920) Debt discount and issuance costs write-off ​ ​ (1,940) ​ ​ (2,466) ​ ​ (295) ​ ​ (4,701) Capitalized debt discount and issuance costs ​ 10,658 ​ — ​ 3,770 ​ 14,428 Unamortized debt discount and issuance costs as of June 30, 2026 ​ $ 10,150 ​ $ — ​ $ 4,570 ​ $ 14,720 ​ Interest Expense Interest expense consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Term Loan B interest expense ​ $ 16,055 ​ $ 22,272 ​ $ 22,272 Notes interest expense ​ ​ 14,910 ​ ​ 16,074 ​ ​ 26,324 Revolver interest expense ​ ​ 466 ​ ​ — ​ ​ — Loss on debt extinguishment ​ ​ 4,810 ​ ​ 1,738 ​ ​ 1,113 Amortization of debt discount and issuance costs ​ ​ 2,920 ​ ​ 4,247 ​ ​ 4,550 Letters of credit fees ​ ​ 4,926 ​ ​ 7,077 ​ ​ 8,639 Other ​ ​ 1,348 ​ ​ 910 ​ ​ 761 Total ​ $ 45,435 ​ $ 52,318 ​ $ 63,659 ​ 78 Table of Contents Covenants and Guarantees The Credit Agreement contains customary covenants, including restrictions on our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets. Obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the assets of Covista and certain of its domestic wholly-owned subsidiaries. The Credit Agreement contains customary events of default for facilities of this type. If an event of default under the Credit Agreement occurs and is continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. With respect to the Revolver, the terms of the Credit Agreement require Covista to maintain a Total Net Leverage Ratio (as defined in the Credit Agreement) equal to or less than 3.25 to 1.00. Covista was in compliance with the Credit Agreement debt covenants as of June 30, 2026. Off-Balance Sheet Arrangements As of June 30, 2026, Covista had $202.6 million in surety-backed letters of credit outstanding in favor of the U.S. Department of Education (“ED”) with an expiration date of September 30, 2027. The letters of credit represent 10% of the consolidated Title IV funds Covista’s institutions received during fiscal year 2025. As of June 30, 2026, Covista had $80.0 million of surety bonds to satisfy certain state regulatory requirements for licensure. 14. Share Repurchases The Covista Board of Directors (the “Board”) has authorized several share repurchase programs. Most recently, on December 15, 2025, we announced that the Board authorized Covista’s sixteenth share repurchase program, which allows Covista to repurchase up to $750.0 million of its common stock through December 15, 2028. Covista made share repurchases under its share repurchase programs as follows (in thousands, except shares and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Total number of share repurchases ​ ​ 2,421,920 ​ ​ 2,317,937 ​ ​ 5,446,113 Total cost of share repurchases ​ $ 238,188 ​ $ 211,416 ​ $ 261,183 Average price paid per share ​ $ 98.35 ​ $ 91.21 ​ $ 47.96 ​ As of June 30, 2026, $661.8 million of authorized share repurchases remained under the sixteenth share repurchase program. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. These repurchases may be made through open market purchases, accelerated share repurchases, privately negotiated transactions, or otherwise. Repurchases will be funded through available cash balances and ongoing business operating cash generation and may be suspended or discontinued at any time. Shares of stock repurchased under the programs are held as treasury shares. Repurchases under our share repurchase programs reduce the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations. ​ 15. Stock-Based Compensation Covista’s current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, employees and Board members are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of June 30, 2026, 1,140,745 shares of common stock were available for future issuance under this plan. 79 Table of Contents Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Covista issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests. Stock-based compensation expense, which is included in student services and administrative expense, and the related income tax benefit were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Stock-based compensation ​ $ 41,216 ​ $ 41,590 ​ $ 25,947 Income tax benefit ​ (9,222) ​ (8,695) ​ (8,594) Stock-based compensation, net of tax ​ $ 31,994 ​ $ 32,895 ​ $ 17,353 ​ There was no capitalized stock-based compensation cost as of each of June 30, 2026 and 2025. Stock Options Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with a four-year graded vesting from the grant date that expire ten years from the grant date. The following table summarizes stock option activity for the year ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Number of ​ ​ ​ Remaining ​ Aggregate ​ ​ Stock ​ Weighted-Average ​ Contractual Life ​ Intrinsic Value ​ ​ Options ​ Exercise Price ​ (in years) ​ (in thousands) Outstanding as of June 30, 2025 275,238 ​ $ 38.05 ​ ​ ​ ​ Exercised (3,624) ​ ​ 35.83 ​ ​ ​ ​ Outstanding as of June 30, 2026 271,614 ​ 38.08 4.4 ​ $ 23,515 Exercisable as of June 30, 2026 271,614 ​ $ 38.08 4.4 ​ $ 23,515 ​ The fair value of stock options that vested during the years ended June 30, 2026, 2025, and 2024 was $0.6 million, $1.3 million, and $1.9 million, respectively. As of June 30, 2026, all outstanding stock options have vested and therefore there is no remaining unrecognized stock-based compensation expense related to unvested stock options. The total intrinsic value of stock options exercised for the years ended June 30, 2026, 2025, and 2024 was $0.4 million, $10.6 million, and $10.0 million, respectively. The tax benefit from options exercised for the years ended June 30, 2026, 2025, and 2024 was $0.1 million, $0.3 million, and $2.5 million, respectively. RSUs We grant RSUs generally with a three-year graded vesting from the grant date. We also grant RSUs to our Board members with a one-year cliff vest from the grant date. The fair value per share of RSUs is the closing market price of our common stock on the grant date. The following table summarizes RSU activity for the year ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Number of ​ Grant Date ​ ​ RSUs ​ Fair Value Unvested as of June 30, 2025 529,969 ​ $ 59.41 Granted 161,423 ​ 97.73 Vested (317,515) ​ 51.97 Forfeited (38,868) ​ 79.93 Unvested as of June 30, 2026 335,009 ​ $ 82.55 ​ The weighted-average grant date fair value per share of RSUs granted in the years ended June 30, 2026, 2025, and 2024 was $97.73, $89.65, and $44.24 respectively. The grant date fair value of RSUs that vested during the years ended June 30, 2026, 2025, and 2024 was $16.5 million, $15.9 million, and $13.0 million, respectively. As of June 30, 2026, $12.7 80 Table of Contents million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.7 years. PSUs We grant PSUs with an approximate three-year cliff vest from the grant date. The fair value per share of PSUs is the closing market price of our common stock on the grant date. We estimate the number of shares that will vest under our PSU awards when recognizing stock-based compensation expense for each reporting period. The final number of shares that vest under our PSUs is based on metrics approved by the Compensation Committee of the Board. The following table summarizes PSU activity for the year ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Number of ​ Grant Date ​ ​ PSUs ​ Fair Value Unvested as of June 30, 2025 614,000 ​ $ 57.20 Incremental PSUs granted based on achievement of metrics 196,416 ​ 42.03 Granted 255,252 ​ 96.86 Vested (487,721) ​ 41.83 Forfeited (49,773) ​ 68.84 Unvested as of June 30, 2026 528,174 ​ $ 83.83 ​ The weighted-average grant date fair value per share of PSUs granted in the years ended June 30, 2026, 2025, and 2024 was $96.86, $89.74, and $50.02, respectively. The grant date fair value of PSUs that vested during the years ended June 30, 2026, 2025, and 2024 was $20.4 million, $2.8 million, and $4.1 million, respectively. As of June 30, 2026, $21.8 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.0 years. 16. Employee Benefit Plans 401(k) Retirement Plan All U.S. employees who meet certain eligibility requirements can participate in Covista’s 401(k) Retirement Plan. Covista makes a matching employer contribution into the 401(k) Retirement Plan of 100% up to the first 6% of the participant’s eligible compensation. Expense for the matching employer contributions under the plan was $25.2 million, $21.9 million, and $19.7 million for the years ended June 30, 2026, 2025, and 2024, respectively. Colleague Stock Purchase Plan Under provisions of Covista’s current Colleague Stock Purchase Plan, any eligible employee may authorize Covista to withhold up to $25,000 of annual wages to purchase common stock of Covista. Covista implemented a new Colleague Stock Purchase Plan approved by stockholders at Covista’s annual meeting of stockholders held on November 6, 2019 which allows for the issuance of 500,000 shares. Employees can purchase Covista’s common stock at 90% of the prevailing market price on the purchase date. Covista pays all brokerage commissions and administrative fees associated with the plan. These expenses were not material for the years ended June 30, 2026, 2025, and 2024. Total shares issued under the plans were 16,425, 17,148, and 19,666 for the years ended June 30, 2026, 2025, and 2024, respectively. These plans are intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. Covista reissues treasury shares to satisfy employee share purchases under this plan. Nonqualified Deferred Compensation Plan Covista has a nonqualified deferred compensation (“NDCP”) plan for highly compensated employees and its Board members. The plan allows participants to make tax-deferred contributions that cannot be made under the 401(k) Retirement Plan because of Internal Revenue Service limitations. The plan permits the deferral of up to 50% of a participant’s salary and up to 100% of a participant’s bonus or board fee. Covista matches up to 6% of the total eligible compensation of 81 Table of Contents participants who make contributions under the plan. Amounts contributed and deferred under the plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. The participant’s “investments” are in a hypothetical portfolio of investments which are tracked by an administrator. Total liabilities under the NDCP plan included in accrued liabilities on the Consolidated Balance Sheets as of June 30, 2026 and 2025 were $15.7 million and $13.5 million, respectively. The increase or decrease in the fair value of the liabilities under the NDCP plan is included in student services and administrative expense in the Consolidated Statements of Income. We have elected to fund our NDCP plan obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but the assets held in the rabbi trust are not available for general corporate purposes. Amounts in the rabbi trust are placed in investments whose performance is generally consistent with the investments chosen by participants under their NDCP plan accounts, which are designated as trading securities and carried at fair value. The fair value of the investments in the rabbi trust included in prepaid expenses and other current assets on the Consolidated Balance Sheets as of June 30, 2026 and 2025 was $15.6 million and $12.8 million, respectively. We record trading gains and losses in other income, net in the Consolidated Statements of Income. 17. Fair Value Measurements Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. The following fair value hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability. These fair value measurements require significant judgment. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are described below. The carrying value of our cash, cash equivalents, and restricted cash approximates fair value because of their short-term nature and is classified as Level 1. Covista maintains a rabbi trust with investments in stock and bond mutual funds to fund obligations under our nonqualified deferred compensation plan. The fair value of the investments in the rabbi trust included in prepaid expenses and other current assets on the Consolidated Balance Sheets as of June 30, 2026 and 2025 was $15.6 million and $12.8 million, respectively. These investments are recorded at fair value based upon quoted market prices using Level 1 inputs. The carrying value of the credit extension programs, which approximates their fair value, is included in accounts and financing receivables, net and other assets, net on the Consolidated Balance Sheets as of June 30, 2026 and 2025 of $24.2 million and $27.1 million, respectively, and is classified as Level 2. See Note 9 “Accounts and Financing Receivables” for additional information on these credit extension programs. Covista has a nonqualified deferred compensation plan for highly compensated employees and its Board members. The participant’s “investments” are in a hypothetical portfolio of investments which are tracked by an administrator. Changes in the fair value of the nonqualified deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. Total liabilities under the plan included in accrued liabilities on the Consolidated Balance Sheets as of June 30, 2026 and 2025 were $15.7 million and $13.5 million, respectively. The fair value of the nonqualified deferred compensation obligation is classified as Level 2 because its inputs are derived principally from observable market data by correlation to the hypothetical portfolio of investments. As of June 30, 2026 and 2025, the principal amount of our Term Loan B was $510.0 million and $153.3 million, respectively, with a fair value as of those dates of $512.9 million and $153.8 million, respectively. The valuation of the Term Loan B was based upon quoted market prices in a non-active market and is classified as Level 2. As of June 30, 82 Table of Contents 2025, the principal amount of our Notes was $405.0 million, with a fair value of $402.8 million. The valuation of the Notes was based upon quoted market prices and is classified as Level 1. See Note 13 “Debt” for additional information on our Term Loan B and Notes. We recorded asset impairments of $6.4 million on operating lease assets and property and equipment for the year ended June 30, 2025 as a result of adjusting the respective carrying values to fair values. The fair values were estimated using Level 3 inputs. These impairments were recorded within student services and administrative expense in the Consolidated Statements of Income. During the second quarter of fiscal year 2026, we made a $5.0 million investment in a business. We do not have the ability to exercise significant influence over the investee and therefore have recorded the investment as an equity investment without readily determinable fair value within other assets, net on the Consolidated Balance Sheets. We will adjust the carrying value of this equity investment for observable price changes and impairments with changes in the measurement recognized through net income. Covista has elected not to measure any assets or liabilities at fair value other than those required to be measured at fair value on a recurring basis. Assets measured at fair value on a nonrecurring basis include goodwill, intangible assets, and assets of businesses where the long-term value of the operations are deemed to be impaired. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed as of May 31, 2026. See Note 12 “Goodwill and Intangible Assets” for additional information on the impairment review, including valuation techniques and assumptions. 18. Commitments and Contingencies Covista is subject to lawsuits, administrative proceedings, regulatory reviews, and investigations associated with financial assistance programs and other matters arising in the conduct of its business and certain of these matters are discussed below. Descriptions of certain matters from prior SEC filings may not be carried forward in this report to the extent we believe such matters no longer are required to be disclosed or there has not been, to our knowledge, significant activity relating to them. As of June 30, 2026, we adequately reserved for matters that management has determined a loss is probable and that loss can be reasonably estimated. For those matters for which we have not recorded an accrual, their possible impact on Covista’s business, financial condition, or results of operations, cannot be predicted at this time. The continued defense, resolution, or settlement of any of the following matters could require us to expend significant resources and could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and result in the imposition of significant restrictions on us and our ability to operate. As previously disclosed, pursuant to the terms of the Stock Purchase Agreement by and between Covista and Cogswell, dated as of December 4, 2017, as amended, Covista sold DeVry University to Cogswell and Covista agreed to indemnify DeVry University for certain losses up to $340.0 million (the “Liability Cap”). Covista has previously disclosed DeVry University related matters that have consumed a portion of the Liability Cap. In late January 2024 and early February 2024, ED sent notices to Chamberlain, RUSM, RUSVM, and Walden that it had received Borrower Defense to Repayment (“BDR”) applications filed by students between June 23, 2022 and November 15, 2022, which ED subsequently sent to each institution for awareness and optional response. Without a similar notice, in June 2025, AUC also received BDR claims that had been filed during the same 2022 timeframe. Each application seeks forgiveness of federal student loans made to these students. In the notices received, ED indicated that: (1) the notification was occurring prior to any substantive review of the application as well as its adjudication; (2) it would send the applications to each institution in batches of 500 per week; (3) it is optional for institutions to respond to the applications; and (4) not responding will result in no negative inference by ED. ED has also explained that it will separately decide whether to seek recoupment on any approved claim and that any recoupment actions ED chooses to initiate will have their own notification and response processes, which include an opportunity to provide additional evidence by the applicable institution. ED has indicated that an institution will learn of ED’s determination to forgive student loans only if it approves a BDR application and ED seeks recoupment. As of June 30, 2026, AUC, Chamberlain, RUSM, RUSVM, and Walden respectively have received 390, 3,224, 1,958, 2,020, and 9,031 BDR claims. Each institution has responded or 83 Table of Contents will respond to all applications received; they believe that none properly stated an eligible claim for loan forgiveness. To date, none of Covista’s institutions have received an ED notice of BDR application approvals or recoupment intent. 19. Segment Information We present three reportable segments as follows: Chamberlain – This segment includes the operations of Chamberlain, which offers degree and certificate programs in the nursing and health professions postsecondary education industry. Walden – This segment includes the operations of Walden, which offers degree and certificate programs, including those in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice. Medical and Veterinary – This segment includes the operations of AUC, RUSM, and RUSVM, collectively referred to as the “medical and veterinary schools,” which offer degree and certificate programs in the medical and veterinary postsecondary education industry. These segments are consistent with the method by which Covista’s Chief Operating Decision Maker (“CODM”) evaluates performance and allocates resources. Covista’s CODM is our Chief Executive Officer. Our measure of segment profitability utilized by our CODM is adjusted operating income. Our CODM uses this measure to assess the operating results and performance of our segments, perform analytical comparisons to budget, and allocate resources to each segment during monthly operating reviews and annual budget process. Adjusted operating income excludes Home Office expense, restructuring expense, business integration expense, amortization of acquired intangible assets, litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs because these are not associated with the ongoing operations of the segments. “Home Office” includes activities not allocated to a reportable segment and is included to reconcile segment results to the Consolidated Financial Statements. Total assets by segment are not presented as our CODM does not review or allocate resources based on segment assets. The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies.” 84 Table of Contents Summary financial information by reportable segment is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ Chamberlain ​ $ 750,212 ​ $ 725,774 ​ $ 633,522 Walden ​ ​ 804,933 ​ ​ 693,430 ​ ​ 595,332 Medical and Veterinary ​ ​ 398,940 ​ ​ 369,086 ​ ​ 355,798 Consolidated ​ $ 1,954,085 ​ $ 1,788,290 ​ $ 1,584,652 Cost of educational services: ​ ​ ​ ​ ​ ​ ​ ​ ​ Chamberlain ​ $ 345,263 ​ $ 321,769 ​ $ 277,215 Walden ​ ​ 270,957 ​ ​ 240,084 ​ ​ 221,110 Medical and Veterinary ​ ​ 217,440 ​ ​ 209,577 ​ ​ 200,223 Other segment expenses(1): ​ ​ ​ ​ ​ ​ ​ ​ ​ Chamberlain ​ $ 261,307 ​ $ 250,638 ​ $ 218,507 Walden ​ ​ 294,253 ​ ​ 269,765 ​ ​ 243,675 Medical and Veterinary ​ ​ 101,535 ​ ​ 90,257 ​ ​ 84,068 Adjusted operating income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Chamberlain ​ $ 143,642 ​ $ 153,367 ​ $ 137,800 Walden ​ ​ 239,723 ​ ​ 183,581 ​ ​ 130,547 Medical and Veterinary ​ ​ 79,965 ​ ​ 69,252 ​ ​ 71,507 Total segment adjusted operating income ​ ​ 463,330 ​ ​ 406,200 ​ ​ 339,854 Reconciliation to Consolidated Financial Statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Office expense ​ (43,843) ​ (36,030) ​ (31,076) Restructuring expense ​ (6,329) ​ (3,314) ​ (1,870) Business integration expense ​ ​ — ​ — ​ (34,215) Amortization of acquired intangible assets ​ ​ (11,220) ​ (11,220) ​ (35,644) Litigation reserve ​ ​ — ​ 5,550 ​ (18,500) Asset impairments ​ ​ — ​ (6,442) ​ — Strategic advisory costs ​ ​ (18,562) ​ (12,000) ​ — Loss on assets held for sale ​ ​ — ​ (490) ​ (647) Debt modification costs ​ ​ — ​ (712) ​ (848) Consolidated operating income ​ ​ 383,376 ​ ​ 341,542 ​ ​ 217,054 Interest expense ​ (45,435) ​ (52,318) ​ (63,659) Other income, net ​ 7,178 ​ 9,290 ​ 10,542 Consolidated income from continuing operations before income taxes ​ $ 345,119 ​ $ 298,514 ​ $ 163,937 Depreciation: ​ ​ ​ ​ ​ ​ ​ ​ ​ Chamberlain ​ $ 23,073 ​ $ 21,687 ​ $ 18,752 Walden ​ ​ 8,103 ​ ​ 7,421 ​ ​ 7,389 Medical and Veterinary ​ ​ 12,016 ​ ​ 10,853 ​ ​ 11,983 Home Office ​ 658 ​ 741 ​ 1,552 Consolidated ​ $ 43,850 ​ $ 40,702 ​ $ 39,676 Amortization of acquired intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Walden ​ $ 11,220 ​ $ 11,220 ​ $ 35,644 Consolidated ​ $ 11,220 ​ $ 11,220 ​ $ 35,644 (1) Other segment expenses for each reportable segment include student services and administrative related expenses. ​ 85 Table of Contents Covista conducts its educational operations in the U.S., Barbados, St. Kitts, St. Maarten, and the U.K. Revenue and long-lived assets by geographic area are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2026 ​ 2025 ​ 2024 Revenue by geographic area: ​ ​ ​ ​ ​ ​ ​ ​ Domestic operations ​ $ 1,555,145 ​ $ 1,419,204 ​ $ 1,228,854 Barbados, St. Kitts, St. Maarten, and the U.K. ​ 398,940 ​ 369,086 ​ 355,798 Consolidated ​ $ 1,954,085 ​ $ 1,788,290 ​ $ 1,584,652 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ 2025 Long-lived assets by geographic area: ​ ​ ​ ​ ​ ​ Domestic operations ​ $ 374,707 ​ $ 308,190 Barbados, St. Kitts, St. Maarten, and the U.K. ​ 132,306 ​ 139,135 Consolidated ​ $ 507,013 ​ $ 447,325 ​ No one customer accounted for more than 10% of Covista’s consolidated revenue for all periods presented.