# Covista Inc. (CVSA) FY 2026 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Covista Inc.'s 10-K for fiscal year 2026.

SEC filing source: https://www.sec.gov/Archives/edgar/data/730464/000110465926092044/cvsa-20260630x10k.htm
Accession: 0001104659-26-092044
Filing date: 2026-08-06
Report date: 2026-06-30
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/CVSA/
All MD&A years: /company/CVSA/mda/
Previous year: /company/CVSA/mda/fy2025/ (FY 2025)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read with and is qualified in its entirety by the Consolidated Financial Statements and the notes thereto included in this report. It should also be read in conjunction with the Cautionary Disclosure Regarding Forward-Looking Statements (see the Introduction section preceding Part I), the Risk Factors (see Item 1A. “Risk Factors”), and the Financial Aid and Legislative and Regulatory Requirements (see Item 1. “Business”) disclosures set forth in this report. Covista reports on a fiscal year period ending on June 30.

Throughout this MD&A, we sometimes use information derived from the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” and the notes thereto but not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these items are considered “non-GAAP financial measures” under the Securities and Exchange Commission (“SEC”) rules. See the “Non-GAAP Financial Measures and Reconciliations”

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section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.

Certain items presented in tables may not sum due to rounding. Percentages presented are calculated from the underlying numbers in thousands. Discussions throughout this MD&A are based on continuing operations unless otherwise noted.

The following discussion is on the comparison between fiscal year 2026 and fiscal year 2025 results. For a discussion on the comparison between fiscal year 2025 and fiscal year 2024 results, see the MD&A included in Covista’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, as filed with the SEC.

Segments

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.

“Home Office” includes activities not allocated to a reportable segment. Financial and descriptive information about Covista’s reportable segments is presented in Note 19 “Segment Information” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

Fiscal Year 2026 Highlights

Financial and operational highlights for fiscal year 2026 include:

[[GREPCENT_TABLE]]
[["","\u25cf","Covista revenue increased 9.3%, or $165.8 million, to $1,954.1 million in fiscal year 2026 compared to the prior year driven by increased revenue across all segments."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Net income increased 6.1%, or $14.5 million, to $251.6 million in fiscal year 2026 compared to the prior year. This increase was primarily driven by an increase in revenue along with decreases in interest expense and asset impairments, partially offset by a loss from discontinued operations and increases in strategic advisory costs, labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, and the provision for income taxes."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Diluted earnings per share increased 13.9%, or $0.86, to $7.04 in fiscal year 2026 compared to the prior year driven by the increase in net income and lower diluted shares due to share repurchases."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Adjusted net income increased 15.3%, or $39.1 million, to $294.7 million in fiscal year 2026 compared to the prior year. This increase was primarily driven by an increase in revenue and a decrease in interest expense, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, and the provision for income taxes."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Diluted adjusted earnings per share increased 23.7%, or $1.58, to $8.25 in fiscal year 2026 compared to the prior year driven by the increase in adjusted net income and lower diluted shares due to share repurchases."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","For fiscal year 2026, average total student enrollment at Chamberlain increased 1.1% compared to the prior year. For the May 2026 session, total student enrollment at Chamberlain increased 1.6% compared to the same session last year."]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["","\u25cf","For fiscal year 2026, average total student enrollment at Walden increased 13.2% compared to the prior year. As of June 30, 2026, total student enrollment at Walden increased 14.0% compared to June 30, 2025."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","For fiscal year 2026, average total student enrollment at the medical and veterinary schools increased 4.5% compared to the prior year. For the May 2026 semester, total student enrollment at the medical and veterinary schools increased 7.3% compared to the same semester last year."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","On August 6, 2025, we entered into Amendment No. 4 to Credit Agreement and Incremental Assumption Agreement (the \u201cRevolver Amendment\u201d), 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), (ii) extend the maturity and commitment termination date of our revolving facility to August 6, 2030, and (iii) reduce the pricing on any drawn revolving loans to the Secured Overnight Financing Rate (\u201cSOFR\u201d) plus an applicable margin ranging from 2.25% to 3.00% or an alternate base rate (\u201cABR\u201d) plus an applicable margin ranging from 1.25% to 2.00% depending on Covista\u2019s net first lien leverage ratio for such period."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","On March 2, 2026, we entered into Amendment No. 5 to Credit Agreement and Incremental Assumption Agreement (the \u201cTerm Loan B Amendment\u201d) 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. In addition, on March 2, 2026, we repaid the previously outstanding $103.3 million principal amount of Term Loan B and the remaining $405.0 million outstanding principal amount of the Senior Secured Notes due 2028. See Note 13 \u201cDebt\u201d to the Consolidated Financial Statements in Item 8. \u201cFinancial Statements and Supplementary Data\u201d for additional information."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Covista repurchased a total of 2,421,920 shares of its common stock under its share repurchase programs at an average cost of $98.35 per share during fiscal year 2026. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors."]]
[[/GREPCENT_TABLE]]

Results of Operations

Revenue

The following table presents revenue by segment detailing the changes from the prior year (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30, 2026"],["\u200b","\u200b","Chamberlain","","Walden","","Medical and Veterinary","","Consolidated"],["Fiscal year 2025","\u200b","$","725,774","\u200b","$","693,430","\u200b","$","369,086","\u200b","$","1,788,290","\u200b"],["Growth","\u200b","\u200b","24,438","\u200b","\u200b","111,503","\u200b","\u200b","29,854","\u200b","\u200b","165,795","\u200b"],["Fiscal year 2026","\u200b","$","750,212","\u200b","$","804,933","\u200b","$","398,940","\u200b","$","1,954,085","\u200b"],["% change from prior year","\u200b","\u200b","3.4","%","\u200b","16.1","%","\u200b","8.1","%","\u200b","9.3","%"]]
[[/GREPCENT_TABLE]]

Chamberlain

Chamberlain Student Enrollment:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2026","\u200b"],["Session","\u200b","July 2025","\u200b","Sept. 2025","\u200b","Nov. 2025","\u200b","Jan. 2026","\u200b","Mar. 2026","\u200b","May 2026","\u200b"],["Total students","\u200b","37,697","\u200b","39,846","\u200b","39,278","\u200b","40,145","\u200b","40,767","\u200b","39,501","\u200b"],["% change from prior year","\u200b","4.5","%","2.2","%","(1.0)","%","(0.7)","%","0.5","%","1.6","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2025","\u200b"],["Session","\u200b","July 2024","\u200b","Sept. 2024","\u200b","Nov. 2024","\u200b","Jan. 2025","\u200b","Mar. 2025","\u200b","May 2025"],["Total students","\u200b","36,061","\u200b","38,987","\u200b","39,691","\u200b","40,445","\u200b","40,564","\u200b","38,891","\u200b"],["% change from prior year","\u200b","12.1","%","11.7","%","11.5","%","8.7","%","6.8","%","5.8","%"]]
[[/GREPCENT_TABLE]]

Chamberlain revenue increased 3.4%, or $24.4 million, to $750.2 million in fiscal year 2026 compared to the prior year driven by higher tuition rates and enrollment. Enrollment increased in pre-licensure nursing programs in all fiscal year 2026 sessions; however, enrollment has declined in post-licensure nursing programs during fiscal year 2026. Chamberlain

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is achieving pre-licensure growth by optimizing investments in student enrollment and experience while leveraging scale through a national footprint with in-person and online curriculum delivery modalities. Management is focused on optimizing marketing and enrollment operations to address post-licensure enrollment.

Tuition Rates:

Current tuition rates in fiscal year 2026 increased compared to the prior fiscal year for the Bachelor of Science in Nursing (“BSN”) onsite and online degree, Master of Science in Nursing (“MSN”), Master of Social Work (“MSW”) and Master of Public Health (“MPH”) online degree programs. The average increase across all of these programs was approximately 3.4% from the prior year.

Walden

Walden Student Enrollment:

​

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2026","\u200b"],["\u200b","\u200b","September 30,","\u200b","December 31,","\u200b","March 31,","\u200b","June 30,","\u200b"],["Period","\u200b","2025","\u200b","2025","\u200b","2026","\u200b","2026","\u200b"],["Total students","\u200b","52,216","\u200b","52,435","\u200b","54,474","\u200b","54,851","\u200b"],["% change from prior year","\u200b","13.6","%","13.0","%","12.3","%","14.0","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2025","\u200b"],["\u200b","\u200b","September 30,","\u200b","December 31,","\u200b","March 31,","\u200b","June 30,","\u200b"],["Period","\u200b","2024","\u200b","2024","\u200b","2025","\u200b","2025","\u200b"],["Total students","\u200b","45,979","\u200b","46,399","\u200b","48,526","\u200b","48,116","\u200b"],["% change from prior year","\u200b","12.2","%","13.2","%","13.5","%","15.0","%"]]
[[/GREPCENT_TABLE]]

Walden total student enrollment represents those students attending instructional sessions as of the dates identified above. Walden revenue increased 16.1%, or $111.5 million, to $804.9 million in fiscal year 2026 compared to the prior year driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student. Walden’s improved enrollment has been accelerated by investments in student experience and brand along with providing flexibility to working adults through part-time and Tempo Learning® competency-based programs.

Tuition Rates:

Tuition rates for Walden programs, including general education are charged on a per credit hour basis that varies based on the nature of the program. For other programs such as those with a subscription-based learning modality, tuition is charged on a per term basis. Students are also charged program and clinical fees depending on the specific programs. Some programs require students to attend residencies, skills labs, and pre-practicum labs, for which tuition is charged per event. The average increase in tuition rates, event charges, and fees across all programs was approximately 2.6% from the prior year.

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Medical and Veterinary

Medical and Veterinary Student Enrollment:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2026","\u200b"],["Semester","\u200b","Sept. 2025","\u200b","Jan. 2026","\u200b","May 2026","\u200b"],["Total students","\u200b","5,297","\u200b","5,344","\u200b","5,120","\u200b"],["% change from prior year","\u200b","2.4","%","4.1","%","7.3","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Fiscal Year 2025","\u200b"],["Semester","\u200b","Sept. 2024","\u200b","Jan. 2025","\u200b","May 2025"],["Total students","\u200b","5,174","\u200b","5,133","\u200b","4,773","\u200b"],["% change from prior year","\u200b","(0.7)","%","1.2","%","1.0","%"]]
[[/GREPCENT_TABLE]]

Medical and Veterinary revenue increased 8.1%, or $29.9 million, to $398.9 million in fiscal year 2026 compared to the prior year driven by an increase in enrollment and higher tuition rates. Management continues to focus on increasing enrollment and driving operational effectiveness, specifically around academic support and enrollment experience.

Tuition Rates:

[[GREPCENT_TABLE]]
[["","\u25cf","Effective for semesters beginning in September 2025, tuition rates and administrative fees for the basic sciences and clinical rotation portions of AUC\u2019s medical program increased 4.5% from the prior academic year."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Effective for semesters beginning in September 2025, tuition rates and administrative fees for the basic sciences and clinical rotation portions of RUSM\u2019s medical program increased 4.5% and 4.6%, respectively, from the prior academic year."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Effective for semesters beginning in September 2025, tuition rates for the pre-clinical and clinical curriculum of RUSVM\u2019s veterinary program increased 3.0% from the prior academic year."]]
[[/GREPCENT_TABLE]]

Cost of Educational Services

The cost of educational services expense category includes expenses related to the cost of faculty and staff who support educational operations, facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and provision for credit losses. The following table presents cost of educational services by segment detailing the changes from the prior year (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30, 2026"],["\u200b","","Chamberlain","","Walden","","Medical and Veterinary","\u200b","Consolidated","\u200b"],["Fiscal year 2025","","$","321,769","\u200b","$","240,084","","$","209,577","","$","771,430","\u200b"],["Cost increase","","","23,494","\u200b","","30,873","\u200b","","7,863","","","62,230","\u200b"],["Fiscal year 2026","","$","345,263","\u200b","$","270,957","","$","217,440","","$","833,660","\u200b"],["% change from prior year","","\u200b","7.3","%","","12.9","%","\u200b","3.8","%","\u200b","8.1","%"]]
[[/GREPCENT_TABLE]]

Cost of educational services increased 8.1%, or $62.2 million, to $833.7 million in fiscal year 2026 compared to the prior year. This cost increase was primarily driven by an increase in labor and other costs to support increased enrollment.

As a percentage of revenue, cost of educational services was 42.7% in fiscal year 2026 compared to 43.1% in the prior year. The decrease in the percentage was primarily the result of revenue growth accompanied by cost efficiencies.

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Student Services and Administrative Expense

The student services and administrative expense category includes expenses related to student admissions, marketing and advertising, general and administrative, and amortization of acquired intangible assets. The following table presents student services and administrative expense by segment detailing the changes from the prior year (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30, 2026"],["\u200b","","Chamberlain","","Walden","","Medical and Veterinary","","Home Office","\u200b","Consolidated","\u200b"],["Fiscal year 2025","\u200b","$","250,638","\u200b","$","275,435","\u200b","$","90,257","\u200b","$","55,674","\u200b","$","672,004","\u200b"],["Cost increase","\u200b","","10,669","\u200b","","24,488","\u200b","","11,278","\u200b","","7,813","\u200b","","54,248","\u200b"],["Litigation reserve impact","\u200b","\u200b","\u2014","\u200b","\u200b","5,550","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","5,550","\u200b"],["Asset impairments decrease","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(6,442)","\u200b","\u200b","(6,442)","\u200b"],["Strategic advisory costs increase","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","6,562","\u200b","\u200b","6,562","\u200b"],["Loss on assets held for sale decrease","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(490)","\u200b","\u200b","(490)","\u200b"],["Debt modification costs decrease","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(712)","\u200b","\u200b","(712)","\u200b"],["Fiscal year 2026","\u200b","$","261,307","\u200b","$","305,473","\u200b","$","101,535","\u200b","$","62,405","\u200b","$","730,720","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Fiscal year 2026 % change:","\u200b","","\u200b","\u200b","\u200b","\u200b","\u200b","","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Cost increase","\u200b","\u200b","4.3","%","","8.9","%","\u200b","12.5","%","","14.0","%","\u200b","8.1","%"],["Litigation reserve impact","\u200b","","\u2014","\u200b","","2.0","%","","\u2014","\u200b","","\u2014","\u200b","","0.8","%"],["Asset impairments decrease","\u200b","\u200b","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","(11.6)","%","","(1.0)","%"],["Strategic advisory costs increase","\u200b","\u200b","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","11.8","%","","1.0","%"],["Loss on assets held for sale decrease","\u200b","","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","(0.9)","%","","(0.1)","%"],["Debt modification costs decrease","\u200b","","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","(1.3)","%","","(0.1)","%"],["Fiscal year 2026 % change","\u200b","","4.3","%","","10.9","%","","12.5","%","","12.1","%","","8.7","%"]]
[[/GREPCENT_TABLE]]

​

Student services and administrative expense increased 8.7%, or $58.7 million, to $730.7 million in fiscal year 2026 compared to the prior year. After excluding litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs, student services and administrative expense increased 8.1%, or $54.2 million, in fiscal year 2026 compared to the prior year. This cost increase was primarily driven by an increase in marketing expense and investments to support growth initiatives.

As a percentage of revenue, student services and administrative expense was 37.4% in fiscal year 2026 compared to 37.6% in the prior year. The decrease in the percentage was primarily the result of revenue growth.

Restructuring Expense

Restructuring expense was $6.3 million and $3.3 million in fiscal year 2026 and 2025, respectively. This increase was primarily driven by workforce reductions. In addition, we continue to incur restructuring charges or reversals related to exited leased space from previous restructuring activities.

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Operating Income

The following table presents a reconciliation of operating income to adjusted operating income by segment (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30,","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Increase/(Decrease)","\u200b"],["\u200b","\u200b","2026","\u200b","2025","\u200b","$","\u200b","%","\u200b"],["Chamberlain:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income","\u200b","$","141,618","\u200b","$","151,455","\u200b","$","(9,837)","\u200b","(6.5)","%"],["Restructuring expense","\u200b","\u200b","2,024","\u200b","\u200b","1,912","\u200b","\u200b","112","\u200b","\u200b","\u200b"],["Adjusted operating income","\u200b","$","143,642","\u200b","$","153,367","\u200b","$","(9,725)","\u200b","(6.3)","%"],["Operating margin","\u200b","\u200b","18.9","%","\u200b","20.9","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating margin","\u200b","\u200b","19.1","%","\u200b","21.1","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Walden:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income","\u200b","$","227,788","\u200b","$","177,911","\u200b","$","49,877","\u200b","28.0","%"],["Restructuring expense","\u200b","\u200b","715","\u200b","\u200b","\u2014","\u200b","\u200b","715","\u200b","\u200b","\u200b"],["Amortization of acquired intangible assets","\u200b","\u200b","11,220","\u200b","\u200b","11,220","\u200b","\u200b","\u2014","\u200b","\u200b","\u200b"],["Litigation reserve","\u200b","\u200b","\u2014","\u200b","\u200b","(5,550)","\u200b","\u200b","5,550","\u200b","\u200b","\u200b"],["Adjusted operating income","\u200b","$","239,723","\u200b","$","183,581","\u200b","$","56,142","\u200b","30.6","%"],["Operating margin","\u200b","\u200b","28.3","%","\u200b","25.7","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating margin","\u200b","\u200b","29.8","%","\u200b","26.5","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Medical and Veterinary:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income","\u200b","$","79,110","\u200b","$","68,798","\u200b","$","10,312","\u200b","15.0","%"],["Restructuring expense","\u200b","\u200b","855","\u200b","\u200b","454","\u200b","\u200b","401","\u200b","\u200b","\u200b"],["Adjusted operating income","\u200b","$","79,965","\u200b","$","69,252","\u200b","$","10,713","\u200b","15.5","%"],["Operating margin","\u200b","\u200b","19.8","%","\u200b","18.6","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating margin","\u200b","\u200b","20.0","%","\u200b","18.8","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Home Office:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating loss","\u200b","$","(65,140)","\u200b","$","(56,622)","\u200b","$","(8,518)","\u200b","(15.0)","%"],["Restructuring expense","\u200b","\u200b","2,735","\u200b","\u200b","948","\u200b","\u200b","1,787","\u200b","\u200b","\u200b"],["Asset impairments","\u200b","\u200b","\u2014","\u200b","\u200b","6,442","\u200b","\u200b","(6,442)","\u200b","\u200b","\u200b"],["Strategic advisory costs","\u200b","\u200b","18,562","\u200b","\u200b","12,000","\u200b","\u200b","6,562","\u200b","\u200b","\u200b"],["Loss on assets held for sale","\u200b","\u200b","\u2014","\u200b","\u200b","490","\u200b","\u200b","(490)","\u200b","\u200b","\u200b"],["Debt modification costs","\u200b","\u200b","\u2014","\u200b","\u200b","712","\u200b","\u200b","(712)","\u200b","\u200b","\u200b"],["Adjusted operating loss","\u200b","$","(43,843)","\u200b","$","(36,030)","\u200b","$","(7,813)","\u200b","(21.7)","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Covista:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income (GAAP)","\u200b","$","383,376","\u200b","$","341,542","\u200b","$","41,834","\u200b","12.2","%"],["Restructuring expense","\u200b","\u200b","6,329","\u200b","\u200b","3,314","\u200b","\u200b","3,015","\u200b","\u200b","\u200b"],["Amortization of acquired intangible assets","\u200b","\u200b","11,220","\u200b","\u200b","11,220","\u200b","\u200b","\u2014","\u200b","\u200b","\u200b"],["Litigation reserve","\u200b","\u200b","\u2014","\u200b","\u200b","(5,550)","\u200b","\u200b","5,550","\u200b","\u200b","\u200b"],["Asset impairments","\u200b","\u200b","\u2014","\u200b","\u200b","6,442","\u200b","\u200b","(6,442)","\u200b","\u200b","\u200b"],["Strategic advisory costs","\u200b","\u200b","18,562","\u200b","\u200b","12,000","\u200b","\u200b","6,562","\u200b","\u200b","\u200b"],["Loss on assets held for sale","\u200b","\u200b","\u2014","\u200b","\u200b","490","\u200b","\u200b","(490)","\u200b","\u200b","\u200b"],["Debt modification costs","\u200b","\u200b","\u2014","\u200b","\u200b","712","\u200b","\u200b","(712)","\u200b","\u200b","\u200b"],["Adjusted operating income (non-GAAP)","\u200b","$","419,487","\u200b","$","370,170","\u200b","$","49,317","\u200b","13.3","%"],["Operating margin (GAAP)","\u200b","\u200b","19.6","%","\u200b","19.1","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating margin (non-GAAP)","\u200b","\u200b","21.5","%","\u200b","20.7","%","\u200b","\u200b","\u200b","\u200b","\u200b"]]
[[/GREPCENT_TABLE]]

Consolidated operating income increased 12.2%, or $41.8 million, to $383.4 million in fiscal year 2026 compared to the prior year. The operating income increase in fiscal year 2026 was primarily driven by an increase in revenue and a reduction in asset impairments, partially offset by a reduction in litigation reserves in the prior year, and increases in strategic advisory costs, labor and other costs to support increased enrollment, marketing expense, and investments to support growth initiatives. The reduction in litigation reserves in fiscal year 2025 represented a $5.6 million receipt in the second quarter of fiscal year 2025 from a claim made for indemnification under the Membership Interest Purchase Agreement with Laureate Education, Inc.

Consolidated adjusted operating income increased 13.3%, or $49.3 million, to $419.5 million in fiscal year 2026 compared to the prior year. The adjusted operating income increase in fiscal year 2026 was primarily driven by an increase

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in revenue, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, and investments to support growth initiatives.

Chamberlain

Segment adjusted operating income decreased 6.3%, or $9.7 million, to $143.6 million in fiscal year 2026 compared to the prior year. The adjusted operating income decrease in fiscal year 2026 was primarily driven by increases in labor and other costs to support increased enrollment, marketing expense, and investments to support growth initiatives, partially offset by an increase in revenue.

Walden

Segment adjusted operating income increased 30.6%, or $56.1 million, to $239.7 million in fiscal year 2026 compared to the prior year. The adjusted operating income increase in fiscal year 2026 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, and investments to support growth initiatives.

Medical and Veterinary

Segment adjusted operating income increased 15.5%, or $10.7 million, to $80.0 million in fiscal year 2026 compared to the prior year. The adjusted operating income increase in fiscal year 2026 was primarily driven by an increase in revenue, partially offset by increases in investments to support initiatives to drive growth, investments in academic support, and marketing expense.

Interest Expense

Interest expense was $45.4 million and $52.3 million in fiscal year 2026 and 2025, respectively. This decrease was primarily driven by lower interest expense due to decreased borrowings and a lower interest rate on our Term Loan B, and lower letters of credit fees, partially offset by an increase in a loss on debt extinguishment from the write-off of debt issuance costs (as discussed in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”).

Other Income, Net

Other income, net was $7.2 million and $9.3 million in fiscal year 2026 and 2025, respectively. This decrease was primarily driven by a decrease in interest income due to lower invested cash balances, partially offset by higher investment gains.

Provision for Income Taxes

Our effective income tax rate from continuing operations can differ from the 21% U.S. federal statutory rate due to several factors, including tax on 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 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.

Our effective tax rate from continuing operations was 22.5% and 22.1% in fiscal year 2026 and 2025, respectively. The effective tax rate for fiscal year 2026 increased compared to the prior year 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.

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 fiscal year 2026.

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Discontinued Operations

We had a loss from discontinued operations in fiscal year 2026 of $15.8 million and income from discontinued operations in fiscal year 2025 of $4.4 million. We recorded income within discontinued operations related to the DeVry University earn-out of $0.5 million and $7.0 million in fiscal year 2026 and 2025, respectively. In addition, we continue to have activity associated with ongoing litigation and settlements related to divestitures, which is classified within discontinued operations.

Liquidity and Capital Resources

Covista’s primary source of liquidity is the cash received from payments for student tuition, fees, books, and other educational materials. These payments include funds originating as financial aid from various federal and state loan and grant programs, student and family educational loans, employer educational reimbursements, scholarships, and student and family financial resources. Covista continues to provide financing options for its students, including Covista’s credit extension programs.

The pattern of cash receipts during the year is seasonal. Covista’s cash collections on accounts receivable peak at the start of each institution’s term. Accounts receivable reach their lowest level at the end of each institution’s term.

Covista’s consolidated cash and cash equivalents balance of $406.3 million and $199.6 million as of June 30, 2026 and 2025, respectively, included cash and cash equivalents held at Covista’s international operations of $58.3 million and $22.9 million as of June 30, 2026 and 2025, respectively, which is available to Covista for general corporate purposes.

Cash Flow Summary

Operating Activities

Net cash provided by operating activities from continuing operations in fiscal year 2026 increased $137.1 million to $470.8 million, compared to $333.7 million in the prior year. This increase was primarily driven by a $173.9 million increase in cash collected from students, a $22.9 million decrease in net legal settlement payments, and a $17.8 million decrease in income tax payments, partially offset by a $76.4 million increase in payments to employees and vendors.

Investing Activities

Net cash used in investing activities in fiscal year 2026 and 2025 was $83.7 million and $41.9 million, respectively, and was primarily driven by capital expenditures of $77.7 million and $50.3 million, respectively. In addition, in fiscal year 2026, we made a $5.0 million minority investment in a business and in fiscal year 2025, we received proceeds of $7.3 million from the sale of a building in Naperville, Illinois. Capital expenditures for fiscal year 2026 primarily included information technology investments and new campus development at Chamberlain.

Financing Activities

Net cash used in financing activities in fiscal year 2026 was $180.1 million, primarily driven by share repurchases of $239.9 million, employee taxes paid on withholding shares of $42.4 million, and payment of debt issuance and extinguishment costs of $12.0 million, partially offset by net borrowings under long-term debt obligations of $112.2 million. Net cash used in financing activities in fiscal year 2025 was $316.0 million, primarily driven by share repurchases of $213.1 million and net repayments under long-term debt obligations of $100.0 million.

On December 15, 2025, we announced that the Board of Directors (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. 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. See Note 14 “Share Repurchases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our share repurchase programs.

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Material Cash Requirements

Long-Term Debt – As of June 30, 2026, under the Credit Facility, Covista had an outstanding principal amount on its Term Loan B of $510.0 million, which matures on March 2, 2033 and outstanding borrowings on its Revolver of $163.0 million, which matures on August 6, 2030. The Term Loan B requires quarterly principal payments. See Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our Credit Facility. On July 1, 2026, we repaid the outstanding borrowings of $163.0 million on the Revolver.

As of June 30, 2026, Covista had $202.6 million of surety-backed letters of credit outstanding in favor of ED. See “Off-Balance Sheet Arrangements” in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information.

As of June 30, 2026, Covista had $80.0 million of surety bonds to satisfy certain state regulatory requirements for licensure.

In the event of unexpected market conditions or negative economic changes that could negatively affect Covista’s earnings and/or operating cash flow, our Credit Facility includes a $500.0 million Revolver with available capacity of $337.0 million as of June 30, 2026. With the $163.0 million repayment on the Revolver referenced above, the available capacity was $500.0 million as of July 1, 2026.

Operating Lease Obligations – We have operating lease obligations for the minimum payments required under various lease agreements which are recorded on the Consolidated Balance Sheets. See Note 11 “Leases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our lease obligations.

We believe our cash flows from operations, and our existing cash balances, combined with availability under our credit facility and access to the debt markets, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, capital spending, and anticipated stock repurchases for a period that includes the next twelve months as well as the next several years. However, our ability to maintain sufficient liquidity may be affected by numerous factors, many of which are outside our control.

We have engaged in and continue to engage in the review and planning of strategies to refinance or otherwise optimize our capital structure, which may include issuing debt, equity or other securities, or entering into new credit facilities. This review and planning could result in our pursuing one or more significant corporate transactions. There can be no assurance as to when or whether we will determine to pursue any such transaction, whether any such transaction will be successful, or the effects the failure to undertake any such transaction may have on our business, including our ability to achieve our operational, strategic, and financial goals.

Critical Accounting Estimates

We describe our significant accounting policies in the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.” 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. Critical accounting estimates discussed below are those that we believe involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates.

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. The estimate of our credit losses involves a significant level of uncertainty as it requires significant judgment to

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estimate the amount we will collect in the future on our accounts and financing receivable balances. See Note 9 “Accounts and Financing Receivables” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our credit losses.

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. 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. Upon identifying such an event, if the carrying value of the long-lived asset 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. Significant judgment is involved in determining whether a triggering event has occurred, and significant assumptions are used in the estimation of future cash flows and fair values of long-lived assets. Changes in our judgments and assumptions could result in impairments of long-lived assets in future periods.

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.

As part of our annual impairment review of goodwill and indefinite-lived intangible assets, we elected to perform a quantitative assessment of the AUC reporting unit’s fair value and indefinite-lived intangible assets. Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Significant assumptions used in the determination of reporting unit fair value measurements generally include forecasted cash flows, discount rates, terminal growth rates, and earnings multiples. The discounted cash flow method used to determine the fair value of our AUC reporting unit during fiscal year 2026 reflected our most recent cash flow projections, a discount rate of 11.7%, and a terminal growth rate of 3.0%. The significant assumptions used in the market comparable method include earnings multiples for comparable companies. Each of these inputs can significantly affect the fair values of our reporting units. Based on this quantitative assessment, it was determined that the fair value of the AUC reporting unit exceeded its carrying value by 34% and therefore no goodwill impairment was identified.

Significant judgments and assumptions were used in determining the fair value of the AUC reporting unit’s indefinite-lived intangible assets. The relief from royalty method of the income approach and the with and without method of the

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income approach used in the determination of the fair values of our AUC trade name and AUC Title IV eligibility and accreditation indefinite-lived intangible assets, respectively, during fiscal year 2026 reflected our most recent revenue projections, a discount rate of 11.7%, a royalty rate of 5.5%, and a terminal growth rate of 3.0%. Each of these factors and assumptions can significantly affect the value of the intangible asset. Based on these quantitative assessments, it was determined that the fair values of the AUC trade name and AUC Title IV eligibility and accreditation indefinite-lived intangible assets in the AUC reporting unit exceeded their carrying values by 169% and 24%, respectively, and therefore no impairment was identified.

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” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our goodwill and intangible assets impairment analysis.

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 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. To assess whether it is more likely than not that deferred tax assets will be realized and whether a valuation allowance needs to be recorded against them, we consider future reversals of existing taxable temporary differences, expected future earnings, prior earnings history, and tax planning strategies. Such assessments involve significant judgments and are subject to change in the future particularly if earnings are significantly different from expectations.

Covista is subject to audit by federal, state, and foreign tax authorities and Covista reduces its net tax assets for the estimated additional tax and interest that may result from those tax authorities disputing uncertain tax positions Covista has taken. Evaluating the exposure associated with uncertain tax positions involves significant judgment and we record reserves based on our past experience with similar situations and on the technical support for the positions. Our effective tax rate for a given period could be impacted by changes in the measurement of uncertain tax positions.

Contingencies

Covista is subject to contingencies, such as various claims and legal actions that arise in the normal conduct of its business. We record an accrual for those matters where management believes a loss is probable and 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. A significant amount of judgment and the use of estimates are required to quantify our ultimate exposure in these matters. The valuation of liabilities for these contingencies is reviewed on a quarterly basis and any necessary adjustments to the accrual on the Consolidated Balance Sheets are recorded. While we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these determinations. See Note 18 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our loss contingencies.

Recent Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for a description of recent accounting standards and their anticipated effects on our Consolidated Financial Statements.

Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Covista’s ongoing operations as seen through the eyes of

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management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in this Annual Report on Form 10-K:

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

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

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

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

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

[[GREPCENT_TABLE]]
[["","\u25cf","Restructuring expense primarily related to workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Covista\u2019s home office. We do not include normal, recurring, cash operating expenses in our restructuring expense."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Amortization of acquired intangible assets."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Amortization of cloud computing implementation assets."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Strategic advisory costs related to expanding capabilities and bringing new capacities to market to further enhance our strategic position. We do not include normal, recurring, cash operating expenses in our strategic advisory costs."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Loss on debt extinguishment related to amendments and repayments of our Senior Secured Notes due 2028, Term Loan B, and Revolver."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Reserves related to significant litigation."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Asset impairments related to adjusting certain operating lease assets and property and equipment as a result of adjusting carrying values to fair values."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Loss on assets held for sale related to adjusting those assets to estimated fair value less costs to sell."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Debt modification costs related to refinancing our Term Loan B."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Tax benefit due to change in unrecognized tax benefits."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Loss (income) from discontinued operations includes activity from ongoing litigation costs and settlements related to divestitures and the earn-outs we received."]]
[[/GREPCENT_TABLE]]

The following tables provide a reconciliation from the most directly comparable GAAP measure to these non-GAAP financial measures. The operating income reconciliation is included in the results of operations section within this MD&A.

47

Table of Contents

Net income reconciliation to adjusted net income (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30,"],["\u200b","\u200b","2026","\u200b","2025"],["Net income (GAAP)","\u200b","$","251,566","\u200b","$","237,065"],["Restructuring expense","\u200b","\u200b","6,329","\u200b","\u200b","3,314"],["Amortization of acquired intangible assets","\u200b","\u200b","11,220","\u200b","\u200b","11,220"],["Strategic advisory costs","\u200b","\u200b","18,562","\u200b","\u200b","12,000"],["Loss on debt extinguishment, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs","\u200b","\u200b","4,810","\u200b","\u200b","3,832"],["Tax benefit due to change in unrecognized tax benefits","\u200b","\u200b","(3,289)","\u200b","\u200b","\u2014"],["Income tax impact on non-GAAP adjustments (1)","\u200b","\u200b","(10,308)","\u200b","\u200b","(7,423)"],["Loss (income) from discontinued operations","\u200b","\u200b","15,809","\u200b","\u200b","(4,388)"],["Adjusted net income (non-GAAP)","\u200b","$","294,699","\u200b","$","255,620"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements."]]
[[/GREPCENT_TABLE]]

Diluted earnings per share reconciliation to adjusted earnings per share (shares in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30,"],["\u200b","\u200b","2026","\u200b","2025"],["Diluted earnings per share (GAAP)","\u200b","$","7.04","\u200b","$","6.18"],["Effect on diluted earnings per share:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Restructuring expense","\u200b","\u200b","0.18","\u200b","\u200b","0.09"],["Amortization of acquired intangible assets","\u200b","\u200b","0.31","\u200b","\u200b","0.29"],["Strategic advisory costs","\u200b","\u200b","0.52","\u200b","\u200b","0.31"],["Loss on debt extinguishment, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs","\u200b","\u200b","0.13","\u200b","\u200b","0.10"],["Tax benefit due to change in unrecognized tax benefits","\u200b","\u200b","(0.09)","\u200b","\u200b","-"],["Income tax impact on non-GAAP adjustments (1)","\u200b","\u200b","(0.29)","\u200b","\u200b","(0.19)"],["Loss (income) from discontinued operations","\u200b","\u200b","0.44","\u200b","\u200b","(0.11)"],["Adjusted earnings per share (non-GAAP)","\u200b","$","8.25","\u200b","$","6.67"],["Diluted shares","\u200b","\u200b","35,715","\u200b","\u200b","38,334"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements."]]
[[/GREPCENT_TABLE]]

48

Table of Contents

Reconciliation to adjusted EBITDA (in thousands):

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended June 30,","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Increase/(Decrease)","\u200b"],["\u200b","\u200b","2026","\u200b","2025","\u200b","$","\u200b","%","\u200b"],["Chamberlain:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating income (GAAP)","\u200b","$","143,642","\u200b","$","153,367","\u200b","$","(9,725)","\u200b","(6.3)","%"],["Depreciation","\u200b","\u200b","23,073","\u200b","\u200b","21,687","\u200b","\u200b","1,386","\u200b","\u200b","\u200b"],["Amortization of cloud computing implementation assets","\u200b","\u200b","7,689","\u200b","\u200b","3,033","\u200b","\u200b","4,656","\u200b","\u200b","\u200b"],["Stock-based compensation","\u200b","\u200b","11,128","\u200b","\u200b","13,309","\u200b","\u200b","(2,181)","\u200b","\u200b","\u200b"],["Adjusted EBITDA (non-GAAP)","\u200b","$","185,532","\u200b","$","191,396","\u200b","$","(5,864)","\u200b","(3.1)","%"],["Adjusted EBITDA margin (non-GAAP)","\u200b","\u200b","24.7","%","\u200b","26.4","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Walden:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating income (GAAP)","\u200b","$","239,723","\u200b","$","183,581","\u200b","$","56,142","\u200b","30.6","%"],["Depreciation","\u200b","\u200b","8,103","\u200b","\u200b","7,421","\u200b","\u200b","682","\u200b","\u200b","\u200b"],["Amortization of cloud computing implementation assets","\u200b","\u200b","6,939","\u200b","\u200b","3,002","\u200b","\u200b","3,937","\u200b","\u200b","\u200b"],["Stock-based compensation","\u200b","\u200b","13,190","\u200b","\u200b","12,477","\u200b","\u200b","713","\u200b","\u200b","\u200b"],["Adjusted EBITDA (non-GAAP)","\u200b","$","267,955","\u200b","$","206,481","\u200b","$","61,474","\u200b","29.8","%"],["Adjusted EBITDA margin (non-GAAP)","\u200b","\u200b","33.3","%","\u200b","29.8","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Medical and Veterinary:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating income (GAAP)","\u200b","$","79,965","\u200b","$","69,252","\u200b","$","10,713","\u200b","15.5","%"],["Depreciation","\u200b","\u200b","12,016","\u200b","\u200b","10,853","\u200b","\u200b","1,163","\u200b","\u200b","\u200b"],["Amortization of cloud computing implementation assets","\u200b","\u200b","2,555","\u200b","\u200b","1,208","\u200b","\u200b","1,347","\u200b","\u200b","\u200b"],["Stock-based compensation","\u200b","\u200b","8,243","\u200b","\u200b","7,486","\u200b","\u200b","757","\u200b","\u200b","\u200b"],["Adjusted EBITDA (non-GAAP)","\u200b","$","102,779","\u200b","$","88,799","\u200b","$","13,980","\u200b","15.7","%"],["Adjusted EBITDA margin (non-GAAP)","\u200b","\u200b","25.8","%","\u200b","24.1","%","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Home Office:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Adjusted operating loss","\u200b","$","(43,843)","\u200b","$","(36,030)","\u200b","$","(7,813)","\u200b","(21.7)","%"],["Depreciation","\u200b","\u200b","658","\u200b","\u200b","741","\u200b","\u200b","(83)","\u200b","\u200b","\u200b"],["Stock-based compensation","\u200b","\u200b","8,655","\u200b","\u200b","8,318","\u200b","\u200b","337","\u200b","\u200b","\u200b"],["Adjusted EBITDA","\u200b","$","(34,530)","\u200b","$","(26,971)","\u200b","$","(7,559)","\u200b","(28.0)","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Covista:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net income (GAAP)","\u200b","$","251,566","\u200b","$","237,065","\u200b","$","14,501","\u200b","6.1","%"],["Loss (income) from discontinued operations","\u200b","\u200b","15,809","\u200b","\u200b","(4,388)","\u200b","\u200b","20,197","\u200b","\u200b","\u200b"],["Interest expense","\u200b","\u200b","45,435","\u200b","\u200b","52,318","\u200b","\u200b","(6,883)","\u200b","\u200b","\u200b"],["Other income, net","\u200b","\u200b","(7,178)","\u200b","\u200b","(9,290)","\u200b","\u200b","2,112","\u200b","\u200b","\u200b"],["Provision for income taxes","\u200b","\u200b","77,744","\u200b","\u200b","65,837","\u200b","\u200b","11,907","\u200b","\u200b","\u200b"],["Depreciation and amortization","\u200b","\u200b","72,253","\u200b","\u200b","59,165","\u200b","\u200b","13,088","\u200b","\u200b","\u200b"],["Stock-based compensation","\u200b","\u200b","41,216","\u200b","\u200b","41,590","\u200b","\u200b","(374)","\u200b","\u200b","\u200b"],["Restructuring expense","\u200b","\u200b","6,329","\u200b","\u200b","3,314","\u200b","\u200b","3,015","\u200b","\u200b","\u200b"],["Litigation reserve","\u200b","\u200b","\u2014","\u200b","\u200b","(5,550)","\u200b","\u200b","5,550","\u200b","\u200b","\u200b"],["Asset impairments","\u200b","\u200b","\u2014","\u200b","\u200b","6,442","\u200b","\u200b","(6,442)","\u200b","\u200b","\u200b"],["Strategic advisory costs","\u200b","\u200b","18,562","\u200b","\u200b","12,000","\u200b","\u200b","6,562","\u200b","\u200b","\u200b"],["Loss on assets held for sale","\u200b","\u200b","\u2014","\u200b","\u200b","490","\u200b","\u200b","(490)","\u200b","\u200b","\u200b"],["Debt modification costs","\u200b","\u200b","\u2014","\u200b","\u200b","712","\u200b","\u200b","(712)","\u200b","\u200b","\u200b"],["Adjusted EBITDA (non-GAAP)","\u200b","$","521,736","\u200b","$","459,705","\u200b","$","62,031","\u200b","13.5","%"],["Adjusted EBITDA margin (non-GAAP)","\u200b","\u200b","26.7","%","\u200b","25.7","%","\u200b","\u200b","\u200b","\u200b","\u200b"]]
[[/GREPCENT_TABLE]]

​

​

​