Covista Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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FY2026 · Filed Aug 6, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
| 1. | Financial Statements |
Consolidated Financial Statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”
| 2. | Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.
| 3. | Exhibits |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 2 | | Plan of acquisition, reorganization, arrangement, liquidation or succession | ||||
| 2.1 | | Stock Purchase Agreement, by and between the Registrant and Cogswell Education, LLC, dated December 4, 2017 (the “Cogswell Agreement”) | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated December 4, 2017 |
| 2.2 | | Amendment No. 1 to the Cogswell Agreement, dated August 2, 2018 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated August 3, 2018 |
| 2.3 | | Amendment No. 2 to the Cogswell Agreement dated as of December 11, 2018 | | | | Exhibit 2.3 to the Registrant’s Form 8-K dated December 12, 2018 |
| 2.4 | | Amendment No. 3 to the Cogswell Agreement, dated as of December 11, 2018 | | | | Exhibit 2.4 to the Registrant’s Form 8-K dated December 12, 2018 |
| 2.5 | | Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of September 11, 2020 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated September 16, 2020 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 2.6 | | Waiver and Amendment to Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of July 21, 2021 | | | | Exhibit 2.1 to the Registrant’s Form 8-K dated July 27, 2021 |
| 3 | | Articles of incorporation | ||||
| 3.1 | | Restated Certificate of Incorporation of the Registrant, dated as of February 5, 2026 | | | | Exhibit 3.2 to the Registrant’s Form 8-K dated February 5, 2026 |
| 3.2 | | Amended and Restated By-Laws of the Registrant, as amended as of February 5, 2026 | | | | Exhibit 3.3 to the Registrant’s Form 8-K dated February 5, 2026 |
| 4 | | Instruments defining the rights of securities holders, including indentures | ||||
| 4.1 | | Description of Registrant’s Securities | | X | | |
| 10 | | Material contracts | ||||
| 10.1 | | Credit Agreement, dated as of August 12, 2021, (as amended by Amendment No. 1 to Credit Agreement, dated as of June 27, 2023, Amendment No. 2 to Credit Agreement, dated as of January 26, 2024, Amendment No. 3 to Credit Agreement, dated as of August 21, 2024, Amendment No. 4 to Credit Agreement and Incremental Assumption Agreement, dated as of August 6, 2025 and Amendment No. 5 to Credit Agreement and Incremental Assumption Agreement, dated as of March 2, 2026) by and between the Registrant, as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent (the “Credit Agreement”) | | | | Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2026 |
| 10.2* | | Registrant’s Fourth Amended and Restated Incentive Plan of 2013 | | | | Exhibit 10(f) to the Registrant’s Form 10-Q for the quarter ended September 30, 2022 |
| 10.3* | | Registrant’s Nonqualified Deferred Compensation Plan | | | | Exhibit 4.3 to the Registrant’s Form S-8 dated August 27, 2014 |
| 10.4* | | Registrant’s Retirement Plan | | | | Exhibit 10(d) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.5* | | Amendment One to the Registrant’s Retirement Plan | | | | Exhibit 10(e) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.6* | | Amendment Two to the Registrant’s Retirement Plan | | | | Exhibit 10(f) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.7* | | Amendment Three to the Registrant’s Retirement Plan | | | | Exhibit 10(g) to the Registrant’s Form 10-K for the year ended June 30, 2022 |
| 10.8* | | Form of Indemnification Agreement between the Registrant and its Directors | | | | Exhibit 10(f) to the Registrant’s Form 10-K for the year ended June 30, 2010 |
| 10.9* | | Form of Restricted Stock Unit Award Agreement for Directors | | | | Exhibit 10(d) to the Registrant’s Form 10-Q for the quarter ended September 30, 2021 |
| 10.10* | | Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2025) | | | | Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended December 31, 2024 |
| 10.11* | | Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2025) | | | | Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended December 31, 2024 |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 10.12* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2025) | | | | Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended December 31, 2024 |
| 10.13* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2025) | | | | Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended December 31, 2024 |
| 10.14* | | Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2026) | | | | Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended December 31, 2025 |
| 10.15* | | Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2026) | | | | Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended December 31, 2025 |
| 10.16* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2026) | | | | Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended December 31, 2025 |
| 10.17* | | Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2026) | | | | Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended December 31, 2025 |
| 10.18* | | Executive Employment Agreement effective September 8, 2021, between the Registrant and Stephen W. Beard | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated August 6, 2021 |
| 10.19* | | Executive Employment Agreement effective October 18, 2021, between the Registrant and Robert J. Phelan | | | | Exhibit 10.1 to the Registrant’s Form 8-K dated November 15, 2021 |
| 10.20* | | Executive Employment Agreement effective June 14, 2021, between the Registrant and Douglas G. Beck | | | | Exhibit 10(gg) to the Registrant’s Form 10-K for the year ended June 30, 2021 |
| 10.21* | | Executive Employment Agreement effective May 17, 2022, between the Registrant and Michael Betz | | | | Exhibit 10.43 to the Registrant’s Form 10-K for the year ended June 30, 2024 |
| 10.22* | | Executive Employment Agreement effective April 1, 2024, between the Registrant and Scott Liles | | | | Exhibit 10.35 to the Registrant’s Form 10-K for the year ended June 30, 2025 |
| 19 | | Insider trading policies and procedures | ||||
| 19.1 | | Insider Trading Policy | | | | Exhibit 19.1 to the Registrant’s Form 10-K for the year ended June 30, 2024 |
| 19.2 | | Insider Sales and Ownership Policy Addendum | | | | Exhibit 19.2 to the Registrant’s Form 10-Q for the quarter ended December 31, 2025 |
| 21 | | Subsidiaries of the registrant | ||||
| 21.1 | | Subsidiaries of the Registrant | | X | | |
| 23 | | Consents of experts and counsel | ||||
| 23.1 | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | | X | | |
| 31 | | Rule 13a-14(a)/15d-14(a) Certifications | ||||
| 31.1** | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | | X | | |
| 31.2** | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | | X | | |
| ExhibitNumber | | Exhibit Description | | Filed Herewith | | Incorporated by Reference to: |
| 32 | | Section 1350 Certifications | ||||
| 32.1** | | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | |
| 97 | | Policy Relating to Recovery of Erroneously Awarded Compensation | ||||
| 97.1 | | Incentive Compensation Recovery Policy | | | | Exhibit 97.1 to the Registrant’s Form 10-K for the year ended June 30, 2024 |
| 101 | | Interactive Data File | ||||
| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | X | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | X | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | X | | |
| 104 | | Cover Page Interactive Data File | ||||
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | |
- Designates management contracts and compensatory plans or arrangements.
** Filed or furnished herewith.
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