8-K - CVSA - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2026

Covista Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13988	36-3150143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
233 South Wacker Drive<br><br>Chicago , IL	****	60606
(Address of principal executive offices)		(Zip Code)

( 312 ) ( 651-1400 )

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.01 Par Value		CVSA		New York Stock Exchange
Common Stock $0.01 Par Value		CVSA		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01Regulation FD Disclosure

On April 9, 2026, Covista Inc. (“Covista”) released an investor newsletter, which provided updates on key milestones, strategic developments, and operational progress. The investor newsletter is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Covista under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this Form 8-K and related newsletter are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Covista’s future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and Covista assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

Item 9.01 Financial Statements and Exhibits

99.1		Investor Newsletter dated April 9, 2026
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Covista Inc.

	By:	/s/ Robert J. Phelan
		Robert J. Phelan
		Senior Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)

Date: April 9, 2026

Exhibit 99.1

The U.S. healthcare workforce shortage requires more than<br>just growing the supply through strong education, it also<br>must solve the access problem, particularly in some of the<br>most underserved areas like rural communities. This requires<br>collaboration across the entire healthcare ecosystem. In<br>February, Covista announced it was a founding member of<br>the Alliance for Advancing Rural Healthcare (AARH), bringing<br>together a consortium of leading healthcare organizations to<br>help state governments execute the federal Rural Health<br>Transformation, a federal initiative designed to strengthen<br>healthcare systems across rural and local communities.<br>Covista contributes to the AARH its scale as America's largest<br>healthcare educator, and its focus on partnering with health<br>systems to place graduates in underserved communities and<br>improve access to care closer to home. The need in rural<br>America is critical, as 85% of healthcare executives in those<br>communities say they can’t find enough local talent.<br>Through partnerships such as this, Covista is increasingly a<br>part of the structural solutions to America's healthcare crisis,<br>creating durable demand for its graduates and deepening<br>relationships on a national stage with health systems and<br>government agencies.<br>3<br>Covista at the forefront of rural<br>healthcare: partnering to build the<br>workforce America needs<br>A note from our CEO<br>Welcome to the inaugural edition<br>of Covista's investor newsletter —<br>a forum we created with a clear<br>purpose: to bring you closer to our<br>team, our thinking, and our story.<br>In this and every edition that follows, you will find<br>important updates on key milestones, strategic<br>developments, and operational progress — the things<br>we believe matter most to the long-term value of this<br>business, beyond what we cover on our quarterly<br>earnings calls.<br>To understand where Covista is headed, there is no better<br>starting point than our February Investor Day, a milestone<br>moment for the company and, we believe, a defining<br>one for how the market comes to understand the scale<br>of our opportunity.<br>At the center of the event was the formal introduction of<br>Purpose at Scale, our next three-year strategy and the<br>natural evolution of Growth with Purpose, our approach<br>that transformed Covista into essential infrastructure for<br>America's healthcare workforce pipeline. Purpose at Scale<br>is paired with attractive long-term financial targets through<br>FY2029: revenue growth at a CAGR of 7–10%, Adjusted<br>EPS growth at a CAGR of 10–14%, and enrollment<br>exceeding 120,000 students.¹˒²<br>Where our prior strategy set the table, Purpose at Scale<br>lays out the roadmap for Covista to become the defining,<br>scaled solution to the nation's healthcare workforce<br>crisis — not simply as an education provider, but as a true<br>talent platform, working hand-in-hand with health systems<br>and employer partners across the country.<br>The strategy is organized around four core principles:<br>operational excellence, platform extension, employer<br>integration, and a focused commitment to technology.<br>As we deepen direct partnerships with health systems<br>and lead the industry on AI-enabled learning, we are<br>positioning Covista to make education more effective,<br>more accessible, and more valuable for both students<br>and the employers who depend on them.<br>Investor Day also coincided with two proud milestones, the<br>ringing of the NYSE closing bell to commemorate our ticker<br>change to CVSA, and the debut of our brand on a Times<br>Square digital billboard. It was a fitting backdrop for our<br>next chapter.<br>The strategy is clear, the team is aligned, and the<br>opportunity in front of us is real. America's healthcare<br>workforce crisis is not waiting, and neither are we. We look<br>forward to keeping you informed every step of the way.<br>Steve Beard<br>Chairman and CEO, Covista<br>PARTNERSHIP UPDATE<br>In the News<br>1.Wall Street Journal: One<br>CEO’s Bet on a Burgeoning<br>Healthcare Labor Market<br>2.Crain’s Business: Nursing<br>schools are racing to stave<br>off a looming workforce crisis<br>3.Crain’s Business: Rebranded<br>Covista detail ambitious<br>growth plans<br>4.Punchbowl: Covista<br>executives Michael Betz and<br>Megan Noel present at<br>Punchbowl News Conference<br>Covista sets the standard: strategic depth and national impact<br>Spring 2026
WATCH OUR NYSE INTERVIEW Covista recently announced a significant<br>leadership appointment at the Ross<br>University School of Medicine (RUSM),<br>underscoring management's commitment<br>to pairing the company's growing scale<br>with best-in-class academic leadership.<br>Mark your calendars for<br>Covista’s third quarter<br>earnings call, taking<br>place on May 7, 2026.<br>Covista welcomes new leader to<br>drive student success<br>Dr. Cheryl Holmes joined in March as the new Dean of<br>RUSM, bringing more than 30 years of clinical experience in<br>family medicine and critical care, along with a strong record in<br>education, research, and academic leadership. Her appointment<br>comes as RUSM has cemented its leadership position,<br>graduating more M.D.s than any other U.S. medical school and<br>having graduated more than 16,000 alumni.<br>Reflecting a deliberate strategy to deepen operational<br>excellence, strengthen student outcomes and reinforce the<br>company's competitive moat as America's largest healthcare<br>educator, Covista is investing in the right leaders at the right<br>time to sustain momentum and continue expanding access to<br>healthcare careers across its five accredited institutions.<br>Employer integration is a key pillar of Covista’s Purpose at<br>Scale strategy. By creating deep partnerships with healthcare<br>systems, similar to our existing partnership with SSM Health,<br>we can collectively create proprietary workforce pipelines that<br>drive enrollment and connect graduates directly to employment.<br>Covista released its Care Capacity Monitor that shows that<br>healthcare employers want more than just graduates, they want<br>in the trenches partners who can: lower the cost of acquiring<br>talent, raise productivity, and improve the retention of their<br>employees. Our long track record of outcomes and national<br>scale enables us to become the preferred workforce solutions<br>partner and in doing so, we can create a durable model with<br>compounding value for students, health systems and Covista.<br>And the strategic rationale is well-supported by Covista’s<br>own research; nearly 70% of healthcare executives list talent<br>partnerships as very or somewhat effective for meeting their<br>workforce needs, even more so than hiring and retention<br>bonuses, upskilling existing staff or using staffing agencies<br>3<br>and online hiring forums.<br>Covista data shows its talent<br>partnership strategy is directly<br>aligned with healthcare executives<br>staffing needs<br>COVISTA RESEARCH LEADERSHIP UPDATE WHAT’S NEXT 1: Revenue & adj. EPS CAGR based on midpoint of FY26 guidance (Revenue range $1,900m-$1,940m; midpoint is $1,920m	adj. EPS range $7.80-$8.00; midpoint is $7.90) 2: A reconciliation of non-GAAP guidance<br>measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of special items that may be incurred in the future, although these special items<br>could be material to Covista's results in accordance with GAAP. 3: Covista Care Capacity Monitor: Research	Covista Care Capacity Monitor	Covista<br>Note: This Investor Newsletter contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve risks and<br>uncertainties that could cause actual results to differ materially from those expressed or implied.<br>To subscribe to future newsletters, please contact investor.relations@covista.com<br>Spring 2026<br>Covista sets the standard: strategic depth and national impact<br>Chamberlain University<br>debuts new brand campaign<br>Chamberlain’s new marketing<br>campaign brings to life the heart of<br>nursing through authentic, emotionally<br>resonant storytelling. The campaign is<br>anchored by two new videos that<br>spotlight the compassion, camaraderie,<br>and calling that define the nursing<br>profession, creating meaningful<br>connections with both prospective<br>and current students.<br>MARKETING UPDATE Raising brand awareness is an important driver of new<br>enrollment and a key pillar of Chamberlain's go-to-market<br>strategy; we expect this campaign to be a contributor for our<br>enrollment initiatives as we look to close out fiscal year 2026<br>and build momentum heading into fiscal year 2027.
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