Debt

3 Months Ended

Sep. 30, 2026

Debt Disclosure [Abstract]

Debt

13. Debt

Long-term debt consisted of the following senior secured credit facilities (in thousands):

	September 30,		June 30,
	2026		2026
Term Loan B	$	510,000	$	510,000
Revolver		—		163,000
Total principal		510,000		673,000
Unamortized debt discount and issuance costs		(9,769)		(10,150)
Total long-term debt		500,231		662,850
Less current portion		(5,100)		(5,100)
Long-term debt	$	495,131	$	657,750

Scheduled future maturities of long-term debt were as follows (in thousands):

	Maturity
Fiscal Year	Payments
2027 (remaining)	$	3,825
2028		5,100
2029		5,100
2030		5,100
2031		5,100
Thereafter		485,775
Total	$	510,000

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

On August 21, 2024, we entered into Amendment No. 3 to Credit Agreement, which reduced 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, the Secured Overnight Financing Rate (“SOFR”) plus 2.75%, subject to a SOFR floor of 0.75%, or an alternate base rate (“ABR”) plus 1.75%.

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. From March 2, 2026 through September 18, 2026, borrowings under the Term Loan B bore 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%.

On September 18, 2026, we entered into Amendment No. 6 to Credit Agreement, which resulted in a 0.25% reduction in our Term Loan B interest rate margin. As of September 18, 2026, borrowings under the Term Loan B bear interest at a rate per annum equal to, at our option, SOFR plus 2.00%, subject to a SOFR floor of 0.75%, or an ABR plus 1.00%. The Term Loan B requires quarterly installment payments of $1.275 million, which begin on December 31, 2026. As of September 30, 2026, the principal amount of the Term Loan B was $510.0 million and had an interest rate of 6.07%, 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. During the three months ended September 30, 2026, we had repayments of $163.0 million under the Revolver, resulting in no outstanding borrowings as of September 30, 2026. There were no borrowings or repayments under the Revolver during the three months ended September 30, 2025. As of September 30, 2026, the Revolver had $500.0 million of available capacity.

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. On March 2, 2026, we repaid the $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.

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%. The debt discount and issuance costs related to the Term Loan B 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 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 three months ended September 30, 2025, 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 three months ended September 30, 2026 (in thousands):

	Term Loan B		Revolver		Total
Unamortized debt discount and issuance costs as of June 30, 2026	$	10,150	$	4,570	$	14,720
Amortization of debt discount and issuance costs		(381)		(279)		(660)
Unamortized debt discount and issuance costs as of September 30, 2026	$	9,769	$	4,291	$	14,060

Interest Expense

Interest expense consisted of the following (in thousands):

	Three Months Ended
	September 30,
	2026		2025
Term Loan B interest expense	$	7,782	$	2,775
Notes interest expense		—		5,568
Loss on debt extinguishment		—		295
Amortization of debt discount and issuance costs		660		850
Letters of credit fees		1,151		1,276
Other		351		326
Total	$	9,944	$	11,090

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 September 30, 2026.

Off-Balance Sheet Arrangements

As of September 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 September 30, 2026, Covista had $85.0 million of surety bonds to satisfy certain state regulatory requirements for licensure.