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Covista Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Aug 6, 2026

CVSA$116.50+2.2%Stored close · as of Nov 10, 2026

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Contents

Income Taxes

  1. 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

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)​11,7453.4%
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​7,4492.2%
St Kitts:​​​​
Statutory tax rate differential​1,2220.4%
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​1,2680.4%
Effective tax rate​$77,74422.5%
(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​10,2633.4%​4,7672.9%
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​5,8121.9%​2,9871.8%
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)%​5170.3%
Effective tax rate​$65,83722.1%​$26,22416.0%

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

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​6,54120292043
State interest expense carryforwards​​149​no expiration
Foreign net operating loss carryforwards​1,82020322033
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.

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.

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