[10-Q] Claritev Corp Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-39228
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(212 ) 780-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | x | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 4, 2026, 17,047,789 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.
Table of Contents
TABLE OF CONTENTS
| Page | |||||
Part I - Financial Information | |||||
Item 1. Financial Statements | 1 | ||||
Condensed Consolidated Balance Sheets (unaudited) | 1 | ||||
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) | 2 | ||||
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) | 3 | ||||
Condensed Consolidated Statements of Cash Flows (unaudited) | 4 | ||||
Notes to Condensed Consolidated Financial Statements (unaudited) | 5 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 22 | ||||
Item 4. Controls and Procedures | 22 | ||||
Part II - Other Information | |||||
Item 1. Legal Proceedings | 23 | ||||
Item 1A. Risk Factors | 23 | ||||
Item 5. Other Information | 23 | ||||
Item 6. Exhibits | 23 | ||||
Signature | 24 | ||||
Part I. Financial Information
Item 1. Financial Statements
CLARITEV CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Trade accounts receivable, net | |||||||||||
| Prepaid expenses | |||||||||||
| Prepaid taxes | |||||||||||
| Unbilled Independent Dispute Resolution fees, net | |||||||||||
| Other current assets, net | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Deficit | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued interest | |||||||||||
| Operating lease obligation, short-term | |||||||||||
| Current portion of long-term debt | |||||||||||
| Accrued compensation | |||||||||||
| Other accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| 2025 Revolving Credit Facility | |||||||||||
| Operating lease obligation, long-term | |||||||||||
| Deferred income taxes | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 7) | |||||||||||
| Shareholders’ deficit: | |||||||||||
| Shareholder interests | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock - | ( | ( | |||||||||
| Total shareholders’ (deficit)/equity attributable to Claritev Corporation | ( | ( | |||||||||
| Non-controlling interests | |||||||||||
| Total shareholders' deficit | ( | ( | |||||||||
| Total liabilities and shareholders’ deficit | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
1
Table of Contents
CLARITEV CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | |||||||||||
| General and administrative expenses | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Loss on disposal of leases | |||||||||||
| Loss on sale of assets | |||||||||||
| Total expenses | |||||||||||
| Operating income | |||||||||||
| Interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
| Transaction costs related to refinancing transaction | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Net loss before taxes | ( | ( | |||||||||
| Benefit for income taxes | ( | ( | |||||||||
| Net loss | ( | ( | |||||||||
| Less: net loss attributable to non-controlling interests | |||||||||||
| Net loss attributable to Claritev Corporation | $ | ( | $ | ( | |||||||
| Weighted average shares outstanding – Basic and Diluted | |||||||||||
| Net loss per share – Basic and Diluted | $ | ( | $ | ( | |||||||
| Net loss attributable to Claritev Corporation | ( | ( | |||||||||
| Other comprehensive income (loss) | |||||||||||
| Change in unrealized gain (loss) on interest rate swaps, net of tax | ( | ||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
2
Table of Contents
CLARITEV CORPORATION
Condensed Consolidated Statements of Shareholders' (Deficit)/Equity (Unaudited)
(in thousands, except share data)
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Issued | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury stock | Non-controlling Interests | Total Shareholders’ (Deficit)/Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of equity awards | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Gain arising during the period on Interest rate swaps | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for loss included in net loss (interest expense) | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | ( | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Issued | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury stock | Non-controlling Interests | Total Shareholders’ (Deficit)/Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of equity awards | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Loss arising during the period on Interest rate swaps | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for loss included in net loss (interest expense) | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | ( | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
3
Table of Contents
CLARITEV CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of the right-of-use asset | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Amortization of debt discounts and issuance costs | |||||||||||
| Non-cash interest expense | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Loss on disposal of property and equipment | |||||||||||
| Loss on disposal of leases | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade accounts receivable, net | ( | ( | |||||||||
| Prepaid taxes | |||||||||||
| Prepaid expenses, other current and non-current assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Other accrued expenses, accrued interest and accrued liabilities | ( | ||||||||||
| Operating leases, net | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Repayments of Term Loan | ( | ||||||||||
| Taxes paid on settlement of vested share awards | ( | ( | |||||||||
| Borrowings on 2025 Revolving Credit Facility | |||||||||||
| Repayment of 2025 Revolving Credit Facility | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Proceeds from issuance of common stock under ESPP | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Noncash investing and financing activities: | |||||||||||
| Purchases of property and equipment not yet paid | $ | $ | |||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ( | ||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | ( | $ | ( | |||||||
| Income taxes, net of refunds | $ | ( | $ | ( | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
Table of Contents
CLARITEV CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.General Information and Basis of Accounting
Claritev Corporation (collectively, the "Company", "we", "us", or "our") is a technology, data and insights company focused on improving transparency, affordability and quality across the healthcare system. We bring objective, market-based insights to some of the healthcare system's most complex decisions based on decades of claims expertise. By applying data, analytics, and experience, we help organizations across the healthcare ecosystem better understand costs, pricing, and payment dynamics.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP", "U.S. GAAP", or "generally accepted accounting principles"), and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, Regulation S-X. The condensed consolidated financial statements present the financial position, results of operations, shareholders' deficit, and cash flows of the Company, in accordance with consolidation accounting guidance, are unaudited. All intercompany transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In management's opinion, the condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the balance sheets, statements of operations and comprehensive loss, shareholders' deficit, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.
The condensed consolidated financial statements and notes herein should be read in conjunction with the Company's audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.
Certain balances from the prior period have been reclassified to conform to the current period presentation in the condensed consolidated financial statements.
Summary of Significant Accounting Policies
Within the Notes to the Condensed Consolidated Financial Statements, we use "client(s)" synonymously with "customer(s)," and the terms should be understood as interchangeable.
Use of Estimates
5
Table of Contents
Revenue Recognition
Disaggregation of Revenue
The following table presents revenues disaggregated by services and contract types (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Claims Intelligence Solutions | $ | $ | |||||||||
| PSAV | |||||||||||
| PEPM | |||||||||||
| Other | |||||||||||
Network Solutions | |||||||||||
| PSAV | |||||||||||
| PEPM | |||||||||||
| Other | |||||||||||
Payment and Revenue Integrity Solutions | |||||||||||
| PSAV | |||||||||||
| PEPM | |||||||||||
| Total Revenues | $ | $ | |||||||||
| Percent of PSAV revenues | % | % | |||||||||
| Percent of PEPM revenues | % | % | |||||||||
| Percent of other revenues | % | % | |||||||||
The Company currently reports revenues from data and analytics solutions in claims intelligence solutions and will likely do so until revenues from this solution line become more significant.
Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings ("PSAV") contracts, portions of revenue that are recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of payers not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a client and the amounts self-reported in the following month by that same client. Significant judgment is required to estimate constrained variable consideration. We estimate constrained variable consideration based upon client-specific and aggregated factors as well as historical payment yields in addition to client contractual terms and performance guarantees.
The timing of payments from clients may generate contract assets or contract liabilities; however, these amounts are immaterial in the periods presented.
Stock-Based Compensation
On March 1, 2025, the Company began granting a new type of award via the Claritev Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), in the form of cash settled Restricted Stock Units ("cRSUs"). The Company granted 565.6 thousand shares with a fair value at grant date of $8.2 million. The cRSUs vest in two tranches, one-half on each of the first and second anniversaries of the date of the grant. In the first quarter of 2026, the first tranche of cRSUs vested and paid. The second tranche is expected to vest on March 1, 2027.
The Company classifies the cRSUs as a liability on its condensed consolidated balance sheets as their vesting results in payment of cash by the Company. The cRSUs are adjusted to fair value at each reporting date.
Stock-based compensation is recognized as compensation expense, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for the awards. The Company recognizes forfeitures as they occur.
New Accounting Pronouncements Recently Adopted
ASU 2025-05 Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets. In July 2025, the FASB issued ASU 2025-05, which reduces the cost and complexity of applying Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This ASU introduced a practical expedient, which simplifies the estimation approach used to determine expected credit losses. The standard is effective for all entities for annual and interim periods beginning after December 15, 2025, with early adoption
6
Table of Contents
permitted, and applied prospectively. The Company adopted this standard on January 1, 2026 on a prospective basis, which did not materially impact our condensed consolidated financial statements during the quarter ended March 31, 2026.
ASU 2025-06 Intangibles - Goodwill and other Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for software costs that are accounted for under Subtopic 350-40. This ASU changes the cost capitalization threshold by eliminating accounting consideration of software project development stages and enhancing the guidance around the "probable-to-complete" threshold. The standard is effective for all entities for annual and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied using prospective approach, modified transition approach, or retrospective approach for all prior periods presented. The Company early adopted this standard on January 1, 2026 on a prospective basis which did not materially impact our condensed consolidated financial statements during the quarter ended March 31, 2026.
New Accounting Pronouncements Issued but Not Yet Adopted
ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). This ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this standard.
ASU 2025-09 Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements. In November 2025, the FASB issued ASU 2025-09, which is to better portray the economic results of an entity's risk management activities in its financial statements and to make certain targeted improvements to simplify the application of the hedge accounting guidance. The standard is effective for public business entities for annual and interim periods beginning after December 15, 2026, with early adoption permitted, and applied prospectively. We are currently evaluating the impact of this standard.
ASU 2025-11 Interim Reporting (Topic 270) - Narrow-Scope Improvements. In December 2025, the FASB issued ASU 2025-11, which is to improve the navigability of the required interim disclosures and clarifying when the guidance is applicable. The standard is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2028, with early adoption permitted, and applied either prospectively or retrospectively for all prior periods presented. We are currently evaluating the impact of this standard.
ASU 2025-12 Codification Improvements. In December 2025, the FASB issued ASU 2025-12, which is to facilitate Codification updates for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The standard is effective for all entities for annual and interim reporting periods beginning after December 15, 2026, with early adoption permitted, and applied either prospectively or retrospectively for all prior periods presented. We are currently evaluating the impact of this standard.
7
Table of Contents
2. Goodwill and Other Intangible Assets
Other intangible assets consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Weighted-average amortization period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||||
| Client relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Provider network | ( | ( | ||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trade names | ( | ( | ||||||||||||||||||||||||||||||||||||
| Non-compete | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Goodwill was as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Gross goodwill | $ | $ | |||||||||
| Accumulated impairment | ( | ( | |||||||||
| Total goodwill | $ | $ | |||||||||
3. Derivative Financial Instruments
The Company is exposed to interest risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800.0 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59 % as a weighted-average across three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments.
The Company records derivatives on the condensed consolidated balance sheets at fair value, as described in Note 5, Fair Value Measurements. As of March 31, 2026 and December 31, 2025, the balance of derivatives was $3.7 million and $6.1 million, respectively, which was recorded in Other accrued expenses.
The following table represents the activity of cash flow hedges included in accumulated other comprehensive loss for the periods presented (in thousands):
| 2026 | 2025 | ||||||||||
Balance as of January 1, net of tax | $ | ( | $ | ( | |||||||
Unrealized gain (loss) recognized in other comprehensive income before reclassifications | ( | ||||||||||
Reclassifications of loss recognized to interest expense | ( | ( | |||||||||
| Balance as of March 31, net of tax | $ | ( | $ | ( | |||||||
8
Table of Contents
4. Long-Term Debt
Outstanding long-term debt is summarized below (in thousands):
| Character | Priority | Maturity | Repayment | Coupon | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Notes | Senior Unsecured | 11/1/2028 | Par | $ | $ | ||||||||||||||||||||||||||||||||||||
| Notes | Senior Secured | 9/1/2028 | Par | ||||||||||||||||||||||||||||||||||||||
| Senior Convertible PIK Notes | Convertible Notes | Senior Unsecured | 10/15/2027 | Par | Cash | ||||||||||||||||||||||||||||||||||||
| First-Out First Lien Term Loans | Term Loan | Senior Secured | 12/31/2030 | Par | Variable(1) | ||||||||||||||||||||||||||||||||||||
| Second-Out First Lien Term Loans | Term Loan | Senior Secured | 12/31/2030 | Par | Variable(2) | ||||||||||||||||||||||||||||||||||||
| Second-Out First Lien A Notes | Notes | Senior Secured | 12/31/2030 | Par | Cash | ||||||||||||||||||||||||||||||||||||
| Second-Out First Lien B Notes | Notes | Senior Secured | 12/31/2030 | Par | |||||||||||||||||||||||||||||||||||||
| Third-Out First Lien A Notes | Notes | Senior Secured | 3/31/2031 | Cash | |||||||||||||||||||||||||||||||||||||
| Third-Out First Lien B Notes | Notes | Senior Secured | 3/31/2031 | Cash | |||||||||||||||||||||||||||||||||||||
| Finance lease obligations, non-current | Other | Senior Secured | 2028-2029 | Par | |||||||||||||||||||||||||||||||||||||
| Long-term debt | |||||||||||||||||||||||||||||||||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Less: debt discounts, net | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Less: debt issuance costs, net | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total Long-term debt, net | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)Interest on the First-Out First Lien Term Loans (as defined below) is calculated, at MPH Acquisition Holdings LLC's ("MPH") option, as (a) Term Secured Overnight Financing Rate ("Term SOFR") (or 0.50 %, if higher) plus 3.75 % or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50 %, (3) Term SOFR for an interest period of one month plus 1.00 % and (4) 1.50 % plus (y) 2.75 %.
(2)Interest on the Second-Out First Lien Term Loans (as defined below) is calculated, at MPH's option, as (a) Term SOFR (or 0.50 %, if higher) plus the applicable SOFR adjustment plus 4.60 % or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50 %, (3) Term SOFR for an interest period of one month plus the applicable SOFR adjustment plus 1.00 % and (4) 1.50 % plus (y) 3.60 %.
As of March 31, 2026, the aggregate future principal payments for long-term debt, excluding non-current finance lease liabilities (based on the outstanding long-term debt as of March 31, 2026 and assuming the payments are made at their respective anticipated payment dates) were as follows (in thousands):
For the years ending December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
9
Table of Contents
On January 30, 2025, the Company, MPH and certain other of the Company’s direct and indirect subsidiaries completed the Refinancing Transaction. As used herein, references to the "Refinancing Transaction" are to the below transactions, which were consummated on January 30, 2025:
•separate offers to exchange (i) 5.50 % Senior Notes due 2028 issued by MPH ("5.50 % Notes") for a portion of (a) "first-out" first lien term loans maturing on December 31, 2030 under that certain Super Senior Credit Agreement, dated as of January 30, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the parent guarantors from time to time party thereto, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender, and a letter of credit issuer (such loans, the "First-Out First Lien Term Loans"), (b) "second-out" 6.50 % cash & 5.00 % PIK first lien notes due 2030 issued by MPH (the "Second-Out First Lien A Notes") and (c) "second-out" 5.75 % first lien notes due 2030 issued by MPH (the "Second-Out First Lien B Notes" and, together with the Second-Out First Lien A Notes, the "Second-Out First Lien Notes"); (ii) 5.750 % Senior Notes due 2028 issued by MPH ("5.750 % Notes") for a portion of (a) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00 % cash & 0.75 % PIK first lien notes due 2031 issued by MPH (the "Third-Out First Lien A Notes"); (iii) the 6.00 % / 7.00 % Convertible Senior PIK Toggle Notes due 2027 ("Senior Convertible PIK Notes") for a portion of (a) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00 % cash & 0.75 % PIK first lien notes due 2031 issued by Claritev (the "Third-Out First Lien B Notes" and, together with the Third-Out First Lien A Notes, the "Third-Out First Lien Notes"); and (iv) MPH’s existing term loans maturing on September 1, 2028 (such loans, the "Prior Term Loans") under that certain Credit Agreement, dated as of August 24, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Prior First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender and a letter of credit issuer for a portion of (a) First-Out First Lien Term Loans and (b) "second-out" first lien term loans maturing on December 31, 2030 under the First Lien Credit Agreement (the "Second-Out First Lien Term Loans") (collectively, the "Exchange Offers");
•(i) the termination of all revolving credit commitments under the Prior First Lien Credit Agreement (such commitments, the "Prior Revolving Credit Commitments") and (ii) the establishment of $350.0 million in "first-out" first lien revolving credit commitments terminating on December 31, 2029 under the First Lien Credit Agreement (such commitments, the "Revolving Commitments");
•the related consent solicitations (the "Consent Solicitations") to (i) holders of the 5.50 % Notes, the 5.750 % Notes and the Senior Convertible PIK Notes to remove substantially all of the covenants, certain events of default and certain other provisions contained in the indentures governing the 5.50 % Notes, the 5.750 % Notes and the Senior Convertible PIK Notes, and to release all of the collateral securing the 5.50 % Notes and (ii) to holders of Prior Term Loans and Prior Revolving Credit Commitments to eliminate substantially all covenants, certain default provisions, and substantially all representations and warranties in the Prior First Lien Credit Agreement, as well as release certain of the collateral and guarantors thereunder, which had the effect of releasing (i) the same guarantors under the indentures governing the 5.50 % Notes and the 5.750 % Notes and (ii) the same collateral securing the 5.50 % Notes; and
•the amendment to the Prior First Lien Credit Agreement (the "Credit Agreement Amendment") to (i) explicitly permit the Refinancing Transaction, (ii) eliminate substantially all affirmative covenants, negative covenants, representations and warranties and events of default set forth in the Prior First Lien Credit Agreement and (iii) release the Released Guarantors from their guarantee obligations and release any and all security interests or liens on the assets of such Released Guarantors.
As used herein, references to "Released Guarantors" are to (i) Benefits Science LLC, (ii) BST Acquisition Corp., (iii) American Lifecare Holdings, Inc., (iv) American Lifecare, Inc., (v) Statewide Independent PPO Inc., (vi) Private Healthcare Systems, Inc., (vii) HST, (viii) HST Acquisition Corp., (ix) Launchpoint Ventures, LLC, (x) DHP Acquisition Corp. and (xi) Data & Decision Science LLC.
Interest on the revolving loans (borrowed pursuant to MPH's $350.0 million senior secured revolving credit facility maturing on December 31, 2029 under the First Lien Credit Agreement (the "2025 Revolving Credit Facility")) is calculated, at MPH’s option, as (a) Term SOFR (or 0.00 %, if higher) plus 3.75 % or (b) (x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50 %, (3) Term SOFR for an interest period of one month plus 1.00 % and (4) 1.00 % plus (y) 2.75 %. We are obligated to pay a commitment fee on the average daily unused amount of our 2025 Revolving Credit Facility. The fee can range from an annual rate of 0.25 % to 0.50 % based on our consolidated first-out first lien debt to consolidated EBITDA ratio, as defined in the First Lien Credit Agreement.
10
Table of Contents
As part of the Refinancing Transactions, we have incurred transaction expenses of $72.0 million, of which $63.9 million and $8.0 million have been expensed as incurred for years ended December 31, 2024 and 2025, respectively, and are included in Transaction costs related to refinancing transaction in the condensed consolidated statements of operations and comprehensive loss. Debt issuance costs of $6.4 4.9 million and $5.2 million, respectively. As of March 31, 2026 and December 31, 2025, we have drawn $125.0 million and $20.0 million, respectively, under the 2025 Revolving Credit Facility loan and we have $6.4 million and $6.4 million, respectively, of outstanding letters of credit under such facility. Accordingly, we have access to an additional $218.6 million and $323.6 million, respectively, available for borrowing under the 2025 Revolving Credit Facility.
The Exchange Offers were treated as debt modifications, and all unamortized debt issue costs and discounts associated with the prior notes were ratably applied to the new notes issued, and will be amortized over the new term.
The financial covenant under the 2025 Revolving Credit Facility is such that, if as of the last day of any fiscal quarter of MPH (commencing with the fiscal quarter ended March 31, 2025), the aggregate amount of loans under the 2025 Revolving Credit Facility, letters of credit issued under the 2025 Revolving Credit Facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of $15.0 million) and swingline loans are outstanding and/or issued in an aggregate amount greater than 40.0 % of the total commitments in respect of the 2025 Revolving Credit Facility at such time, the 2025 Revolving Credit Facility will require MPH to maintain a consolidated first-out, first lien debt to consolidated EBITDA ratio not to exceed 2.50 to 1.00. As of March 31, 2026 and December 31, 2025, we did not exceed the financial covenant threshold under the 2025 Revolving Credit Facility to warrant additional compliance testing.
As of March 31, 2026 and December 31, 2025, we were in compliance with all of the debt covenants.
5. Fair Value Measurements
Fair Value Hierarchy
ASC 820, Fair Value Measurements states that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value:
•Level 1 — Unadjusted quoted prices in active markets. These are generally obtained from real-time quotes for transactions in active exchange markets involving identical assets or liabilities on the reporting date.
•Level 2 — Quoted prices for similar assets and liabilities in active markets. These are typically quoted prices for identical or similar instruments in markets that are not active, and model-derived valuation in which all significant inputs are observable in active markets.
•Level 3 — Unobservable inputs in which there is little or no market data, that are significant to the fair value of the assets or liabilities, which require the entity to develop its own assumptions.
Financial instruments
The carrying value of cash and cash equivalents, trade accounts receivable, net, unbilled Independent Dispute Resolutions fee, net, other current assets, net, accounts payable, accrued interest, accrued taxes, accrued compensation and other accrued expenses, approximate their fair value due to their relatively short maturities.
The financial instrument that could potentially subject the Company to concentration of credit risk consists primarily of trade accounts receivable, net.
Cash and cash equivalents as of March 31, 2026 and December 31, 2025 did not include money market funds.
11
Table of Contents
The Company's carrying amount and fair value of long-term debt consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||
| Long-term Debt: | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Senior Convertible PIK Notes, net of discount | ||||||||||||||||||||
| First-Out First Lien Term Loans | ||||||||||||||||||||
| Second-Out First Lien Term Loans | ||||||||||||||||||||
| Second-Out First Lien A Notes | ||||||||||||||||||||
| Second-Out First Lien B Notes | ||||||||||||||||||||
| Third-Out First Lien A Notes | ||||||||||||||||||||
| Third-Out First Lien B Notes | ||||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||
| Total Long-term Debt | ||||||||||||||||||||
| Less: debt discounts, net | ( | ( | ( | ( | ||||||||||||||||
| Total Long-term debt, net of discount | $ | $ | $ | $ | ||||||||||||||||
We estimate the fair value of long-term debt using Level 2 inputs as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.
Recurring fair value measurements
The Company records interest rate swap on the condensed consolidated balance sheets at fair value, which represents the estimated amounts it would receive or pay upon termination of the derivative prior to the scheduled expiration date. The fair value is derived from model-driven information based on observable Level 2 inputs, such as SOFR forward rates.
The Company records cRSUs on the consolidated balance sheets at fair value, which represents the estimated amount it would pay upon vesting of the cRSUs prior to the vesting date. The fair value is derived from the Black-Scholes model based on observable Level 2 inputs. The fair value of cRSUs was $4.3 million as of March 31, 2026, of which $0.4 million was recognized for the three months ended March 31, 2026. The fair value of cRSUs was $19.9 million as of December 31, 2025, of which $8.3 million was recognized for the year ended December 31, 2025.
Non-recurring fair value measurements
We measure certain non-financial assets at fair value on a nonrecurring basis, primarily goodwill and long-lived tangible and intangible assets, in connection with periodic evaluations for potential impairment. We estimate the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. There were no
6. Basic and Diluted Weighted Average Shares Outstanding
We have excluded from the calculation of diluted weighted average shares outstanding those instruments whose effect would have been antidilutive. The following table presents the weighted average number of shares outstanding and the computation of basic and diluted weighted average shares outstanding:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Basic weighted average number of shares outstanding | |||||||||||
| Effect of potentially dilutive instruments | |||||||||||
| Diluted weighted average number of shares | |||||||||||
| Anti-dilutive warrants outstanding and unvested founder shares | |||||||||||
| Anti-dilutive Senior Convertible PIK Notes | |||||||||||
| Anti-dilutive stock-based compensation awards | |||||||||||
12
Table of Contents
7. Commitments and Contingencies
Commitments
The Company has certain irrevocable letters of credit used to satisfy real estate lease agreements for four of our offices in lieu of security deposits in the amount of $4.4 million outstanding as of March 31, 2026 and $4.4 million as of December 31, 2025. The Company also has an irrevocable letter of credit to satisfy the obligations of a captive insurance subsidiary in the amount of $2.0 million and $2.0 million as of March 31, 2026 and December 31, 2025, respectively.
Claims and Litigation
We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations, all which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we do not currently believe they will have a material adverse effect on our financial condition or results of operations.
We have been named in numerous federal lawsuits, including putative class action lawsuits relating to litigation on the basis of alleged violation of antitrust laws, asserting that, among other things, the Company is conspiring with commercial health insurance payers to suppress out-of-network reimbursements in violation of applicable antitrust law. These lawsuits were initially filed in various venues, including the Southern District of New York, the Northern District of Illinois, and the Northern District of California, naming the Company and, in certain cases, certain payers, as defendants. The lawsuits have now been centralized in the Northern District of Illinois pursuant to a transfer order issued by the federal Judicial Panel on Multidistrict Litigation and assigned to the Honorable Matthew F. Kennelly. Consolidated complaints were filed on November 18, 2024 and the defendants filed joint motions to dismiss the consolidated complaints on January 16, 2025, which were granted in part and denied in part on June 3, 2025. Discovery in the case is ongoing. We believe these lawsuits are without merit and are vigorously defending the Company.
We accrue for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. Such accruals are included in other accrued expenses on the condensed consolidated balance sheets. In addition, we accrue for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the consolidated statements of operations and comprehensive loss during the period of the change and appropriately reflected in other accrued expenses on the condensed consolidated balance sheets.
8. Segment Information
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker. The Company’s chief operating decision maker ("CODM") is the Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company's singular focus is being a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the healthcare industry.
The CODM assesses performance for our reporting segment and decides how to allocate resources based on consolidated net income (loss). The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. The CODM uses net income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into our segment or into other parts of the entity, such as for acquisitions or debt and equity repurchases. Additionally, we have identified personnel costs, stock-based compensation ("SBC"), and access and bill review fees as significant expenses that are regularly provided to the CODM and included in net income (loss). Personnel costs are defined as salaries and corresponding benefits (excluding SBC), severance costs, indirect costs such as recruitment fees, contract labor, and are presented net of capitalized costs. Stock-based compensation includes expense under the 2020 Omnibus Incentive Plan and ESPP. Access and bill review fees include fees for accessing non-owned third-party provider networks, expenses associated with vendor fees for database access and systems technology used to reprice claims, and outsourced
13
Table of Contents
services. Third-party network expenses are fees paid to non-owned provider networks used to supplement our owned network assets to provide more network claim savings to our clients.
In addition, substantially all of the Company's revenues and long-lived assets are attributable to operations in the United States for the periods presented.
The following table presents summary results for our reporting segment for the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Cost of Services ("COS") | |||||||||||
| Personnel expenses excluding stock-based compensation | |||||||||||
| Stock-based compensation, including cRSUs | |||||||||||
| Access and bill review fees | |||||||||||
| Other cost of service expenses | |||||||||||
| Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | |||||||||||
| General and Administrative ("G&A") | |||||||||||
| Personnel expenses excluding stock-based compensation | |||||||||||
| Stock-based compensation, including cRSUs | |||||||||||
| Transformation costs | |||||||||||
| Other general and administrative expenses | |||||||||||
| General and Administrative Expenses | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Loss on disposal of leases | |||||||||||
| Loss on sale of assets | |||||||||||
| Total expenses | |||||||||||
Operating income | |||||||||||
| Interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
| Transaction costs related to refinancing transaction | |||||||||||
Loss on extinguishment of debt | |||||||||||
| Net loss before taxes | ( | ( | |||||||||
| Benefit for income taxes | ( | ( | |||||||||
| Net loss | ( | ( | |||||||||
| Less: net loss attributable to non-controlling interests | |||||||||||
| Net loss attributable to Claritev Corporation | $ | ( | $ | ( | |||||||
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This item and other sections of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, which are subject to the "safe harbor" created by those sections based on management’s beliefs and assumptions and on information currently available to management. 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. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "predicts," "will," "would," "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of the 2025 Form 10-K under the heading "Risk Factors." Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. We hereby qualify our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the information included in the Company's 2025 Annual Report on Form 10-K and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 in this Quarterly Report on Form 10-Q and risks described elsewhere in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission.
Company Overview
Claritev is a technology, data and insights company focused on improving transparency, affordability and quality across the healthcare system. We bring objective, market-based insights to some of the healthcare system's most complex decisions based on decades of claims expertise. By applying data, analytics, and experience, we help organizations across the healthcare ecosystem better understand costs, pricing, and payment dynamics. This clarity enables more informed decision-making, reduces friction, and improves how the healthcare system functions in service of greater affordability, alignment, and long-term sustainability.
Although the end beneficiaries of our solutions are employers and other plan sponsors and their health plan members, our direct clients are typically payers, including payers providing administrative services only, and third-party administrators, who go to market with our solutions to those end clients. We offer these payers a single interface to our solutions, which are used in combination or individually to reduce the medical cost burden on their health plan clients by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims.
The Company, primarily through its operating subsidiary, Multiplan, Inc., d/b/a Claritev, offers its solutions nationally through a range of solution lines, which include:
•Claims Intelligence Solutions are designed to reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Within our claims intelligence solutions, the claim pricing solutions are generally priced based on a percentage of savings achieved. Also included in this category are solutions that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These solutions are generally priced at a bundled per-employee-per-month ("PEPM") rate;
•Network Solutions are designed to reduce medical cost by providing access to contracted discounts with healthcare providers with whom payers do not have a contractual relationship, through our expansive network of healthcare providers, which forms one of the largest independent preferred provider organizations in the United States. Our network solutions are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This solution category also includes customized network development and management services for payers seeking to expand their network footprint using outsourced services. These solutions are generally priced on a per provider contract or other project-based price;
•Payment and Revenue Integrity Solutions are designed to reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to
15
identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and revenue integrity solutions are generally priced based on a percentage of savings achieved; and
•Data and Analytics Solutions are designed to reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive, and prescriptive analytics that enable clients to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. Data and analytics solutions are generally priced based on a subscription, licensing, or per-member-per month basis. The Company currently reports revenues from data and analytics solutions in claims intelligence solutions and will likely do so until revenues from this solution line become more significant.
We believe our solutions provide a strong value proposition to payers, their health plan customers and healthcare consumers, as well as to providers. Overall, our solution offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our clients.
Results of Operations
The following table provides the results of operations for the periods indicated (in thousands):
| Three months ended March 31, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Revenues | $ | 244,678 | $ | 231,330 | $ | 13,348 | 5.8 | % | |||||||||||||||
| Costs of services (exclusive of depreciation and amortization of intangible assets shown below) | 69,080 | 60,436 | 8,644 | 14.3 | % | ||||||||||||||||||
| General and administrative expenses | 57,830 | 46,968 | 10,862 | 23.1 | % | ||||||||||||||||||
| Depreciation | 25,183 | 24,546 | 637 | 2.6 | % | ||||||||||||||||||
| Amortization of intangible assets | 85,908 | 85,971 | (63) | (0.1) | % | ||||||||||||||||||
| Loss on disposal of leases | 38 | 3,317 | (3,279) | (98.9) | % | ||||||||||||||||||
| Loss on sale of assets | — | 350 | (350) | (100.0) | % | ||||||||||||||||||
| Total expenses | 238,039 | 221,588 | 16,451 | 7.4 | % | ||||||||||||||||||
| Operating income | 6,639 | 9,742 | (3,103) | (31.9) | % | ||||||||||||||||||
| Interest expense | 99,542 | 91,636 | 7,906 | 8.6 | % | ||||||||||||||||||
| Interest income | (182) | (488) | 306 | (62.7) | % | ||||||||||||||||||
| Transaction costs related to refinancing transaction | — | 7,792 | (7,792) | (100.0) | % | ||||||||||||||||||
| Loss on extinguishment of debt | — | 670 | (670) | (100.0) | % | ||||||||||||||||||
| Net loss before taxes | (92,721) | (89,868) | (2,853) | 3.2 | % | ||||||||||||||||||
| Benefit for income taxes | (19,161) | (18,549) | (612) | 3.3 | % | ||||||||||||||||||
| Net loss | (73,560) | (71,319) | (2,241) | 3.1 | % | ||||||||||||||||||
| Less: net loss attributable to non-controlling interests | — | — | — | n/a | |||||||||||||||||||
| Net loss attributable to Claritev Corporation | $ | (73,560) | $ | (71,319) | $ | (2,241) | 3.1 | % | |||||||||||||||
Revenues
The following table presents the total revenue for the periods presented (in thousands, except percentages):
| Three months ended March 31, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
Claims intelligence solutions | $ | 166,305 | $ | 153,430 | $ | 12,875 | 8.4 | % | |||||||||||||||
Network solutions | 47,476 | 46,890 | 586 | 1.2 | % | ||||||||||||||||||
Payment and revenue integrity solutions | 30,897 | 31,010 | (113) | (0.4) | % | ||||||||||||||||||
| Total revenue | $ | 244,678 | $ | 231,330 | $ | 13,348 | 5.8 | % | |||||||||||||||
Revenues increased by $13.3 million, or 5.8%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase in revenues was due to the increase in Claims intelligence solutions revenues of $12.9 million.
16
Claims intelligence solutions revenues increased by $12.9 million, or 8.4%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase in revenue was primarily due to an increase in Data iSight and partially offset by decrease in surprise bill services, primarily related to client and program attrition.
Network solutions revenues and Payment and revenue integrity solutions revenue remained stable in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Costs of Services (exclusive of depreciation and amortization of intangible assets):
The following table presents the total cost of services for the periods presented (in thousands, except percentages):
| Three months ended March 31, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Personnel expenses excluding stock-based compensation | $ | 51,355 | $ | 47,879 | $ | 3,476 | 7.3 | % | |||||||||||||||
| Stock-based compensation, including cRSUs | 2,386 | 1,777 | 609 | 34.3 | % | ||||||||||||||||||
| Access and bill review fees | 8,870 | 5,507 | 3,363 | 61.1 | % | ||||||||||||||||||
| Other cost of service expenses | 6,469 | 5,273 | 1,196 | 22.7 | % | ||||||||||||||||||
| Total cost of services | $ | 69,080 | $ | 60,436 | $ | 8,644 | 14.3 | % | |||||||||||||||
The increase in costs of services of $8.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to the increase in personnel expenses of $3.5 million and access and bill review fees of $3.4 million.
General and Administrative Expenses:
The following table presents the total general and administrative expenses for the periods presented (in thousands, except percentages):
| Three months ended March 31, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Personnel expenses excluding stock-based compensation | $ | 11,732 | $ | 16,768 | $ | (5,036) | (30.0) | % | |||||||||||||||
| Stock-based compensation, including cRSUs | 3,442 | 4,941 | (1,499) | (30.3) | % | ||||||||||||||||||
| Transformation costs | 11,790 | 7,728 | 4,062 | 52.6 | % | ||||||||||||||||||
| Other general and administrative expenses | 30,866 | 17,531 | 13,335 | 76.1 | % | ||||||||||||||||||
| Total general and administrative expenses | $ | 57,830 | $ | 46,968 | $ | 10,862 | 23.1 | % | |||||||||||||||
The increase in general and administrative expenses of $10.9 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily due to $10.2 million of legal expenses related to certain antitrust matters and other transaction expenses, increase in transformation costs of $4.1 million, offset by the decrease in personnel expenses of $5.0 million, due to more personnel assigned to capital and transformation projects, and lower stock compensation of $1.5 million.
Depreciation Expense
The increase in depreciation expenses of $0.6 million, or 2.6% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, were due to purchases of property and equipment, including internally generated capitalized software, partially offset by assets that were written off or became fully depreciated in the period.
Interest Expense
The increase in interest expense of $7.9 million and 8.6% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to the increase in average indebtedness outstanding during the periods.
As of March 31, 2026 and March 31, 2025, our total debt had an annualized weighted average cash interest rate of 6.88% and 6.96%, respectively, which decreased by 0.08%. As of December 31, 2025, our total debt had a weighted average cash interest rate of 6.92%.
Interest Income
The decrease in interest income of $0.3 million and 62.7% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.
17
Benefit for income taxes
Net loss before income taxes for the three months ended March 31, 2026 of $92.7 million generated a benefit for income taxes of $19.2 million. Net loss before income taxes for the three months ended March 31, 2025 of $89.9 million generated a benefit for income taxes of $18.5 million.
The effective tax rate for the three months ended March 31, 2026 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitation on executive compensation and state taxes. The effective tax rate for the three months ended March 31, 2025 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitations on executive compensation and state taxes.
Non-GAAP Financial Measures
We use EBITDA, Adjusted EBITDA, and adjusted earnings per share ("Adjusted EPS") to evaluate our financial performance. EBITDA, Adjusted EBITDA, and Adjusted EPS are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business.
These measurements of financial performance have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, they may not be comparable to other similarly titled measures of other companies. Some of these limitations are:
•such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working capital needs;
•such measures do not reflect the significant interest expense, or cash requirements necessary to service interest or principal payments on our debt;
•such measures do not reflect any cash requirements for any future replacement of depreciated assets;
•such measures do not reflect the impact of stock-based compensation upon our results of operations;
•such measures do not reflect our income tax (benefit) expense or the cash requirements to pay our income taxes;
•such measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
•other companies in our industry may calculate these measures differently from how we do, limiting their usefulness as a comparative measure.
In evaluating EBITDA, Adjusted EBITDA, and Adjusted EPS, you should be aware that in the future we may incur expenses similar to those eliminated in the presentation.
EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net loss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, loss on sale of assets, including right-of-use assets, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on extinguishment of debt, and stock-based compensation, including cRSUs. See our condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.
Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net loss adjusted for amortization of intangible assets, other expenses, net, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on sale of assets, including right-of-use assets, loss on extinguishment of debt, stock-based compensation, including cRSUs, and tax effect of adjustments to arrive at adjusted net income divided by our basic weighted average number of shares outstanding.
18
The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (73,560) | $ | (71,319) | |||||||
| Adjustments: | |||||||||||
| Interest expense | 99,542 | 91,636 | |||||||||
| Interest income | (182) | (488) | |||||||||
| Benefit for income tax | (19,161) | (18,549) | |||||||||
| Depreciation | 25,183 | 24,546 | |||||||||
| Amortization of intangible assets | 85,908 | 85,971 | |||||||||
| Non-income taxes | — | 553 | |||||||||
| EBITDA | $ | 117,730 | $ | 112,350 | |||||||
| Adjustments: | |||||||||||
Other expenses, net(1) | 11,528 | 2,764 | |||||||||
| Loss on sale of assets, including right-of-use assets | 38 | 3,667 | |||||||||
Transformation costs(2) | 11,790 | 7,728 | |||||||||
| Integration expenses | — | 380 | |||||||||
| Transaction costs related to refinancing transaction | — | 7,792 | |||||||||
| Loss on extinguishment of debt | — | 670 | |||||||||
| Stock-based compensation, including cRSUs | 5,828 | 6,718 | |||||||||
| Adjusted EBITDA | $ | 146,914 | $ | 142,069 | |||||||
(1)"Other expenses, net" represents impairment of other assets, non-integration related severance costs, legal expenses associated with the antitrust matters, start-up costs related to international expansion and miscellaneous non-recurring expenses.
(2)"Transformation costs" represent costs directly associated with our multi-year transformation program called Vision 2030 which includes internal personnel costs for employees that have been either hired or redeployed and are fully dedicated to transformation activities, as well as other non-recurring and duplicative costs. At such time that internal personnel are redeployed to non-transformation activities, they will no longer be included as an adjustment herein.
The following table presents a reconciliation of net loss to Adjusted EPS for the periods presented (in thousands, except share and per share amounts):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (73,560) | $ | (71,319) | |||||||
| Adjustments: | |||||||||||
| Amortization of intangible assets | 85,908 | 85,971 | |||||||||
Other expenses, net(1) | 11,528 | 2,764 | |||||||||
| Loss on sale of assets, including right-of-use assets | 38 | 3,667 | |||||||||
Transformation costs(2) | 11,790 | 7,728 | |||||||||
| Integration expenses | — | 380 | |||||||||
| Transaction costs related to refinancing transaction | — | 7,792 | |||||||||
| Loss on extinguishment of debt | — | 670 | |||||||||
| Stock-based compensation, including cRSUs | 5,828 | 6,718 | |||||||||
| Estimated tax effect of adjustments | (25,621) | (24,621) | |||||||||
| Adjusted net income | $ | 15,911 | $ | 19,750 | |||||||
| Weighted average shares outstanding - Basic and Diluted | 16,692,340 | 16,273,439 | |||||||||
| Net loss per share - Basic and Diluted | $ | (4.41) | $ | (4.38) | |||||||
| Adjusted earnings per share | $ | 0.95 | $ | 1.21 | |||||||
(1)"Other expenses, net" represents impairment of other assets, non-integration related severance costs, legal expenses associated with the antitrust matters, start-up costs related to international expansion and miscellaneous non-recurring expenses.
(2)"Transformation costs" represent costs directly associated with our multi-year transformation program called Vision 2030 which includes internal personnel costs for employees that have been either hired or redeployed and are fully dedicated to transformation activities, as well as other non-recurring and duplicative costs. At such time that internal personnel are redeployed to non-transformation activities, they will no longer be included as an adjustment herein.
19
Liquidity and Capital Resources
As of March 31, 2026, we had a cash balance of $34.7 million, which includes cash and cash equivalents of $21.3 million and restricted cash of $13.4 million. Additionally, we have access to $218.6 million of the total $350.0 million loan availability under the 2025 Revolving Credit Facility.
As of March 31, 2026, we have drawn $125.0 million under our 2025 Revolving Credit Facility Loan and we have $6.4 million of outstanding letters of credit under such facility. Of these outstanding irrevocable letters of credit, we have four which are used to satisfy real estate lease security deposit requirements for our offices in lieu of cash deposits in an aggregate amount of $4.4 million as of March 31, 2026 and December 31, 2025, respectively. The Company also has an irrevocable letter of credit to satisfy the obligations of a captive insurance subsidiary in the amount of $2.0 million as of March 31, 2026 and December 31, 2025.
Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our 2025 Revolving Credit Facility. We believe these sources will provide sufficient liquidity for us to meet our working capital, and capital expenditure and other cash requirements for the next twelve months. We may from time to time at our sole discretion purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which may be subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, sale of assets, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.
Cash Flow Summary
The following table is derived from our condensed consolidated statements of cash flows (in thousands):
| Three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash flows provided by (used in): | |||||||||||
| Operating activities | $ | (45,779) | $ | (30,056) | |||||||
| Investing activities | (46,767) | (38,866) | |||||||||
| Financing activities | 98,933 | 73,150 | |||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 6,387 | $ | 4,228 | |||||||
For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025
Cash Flows from Operating Activities
Cash flows from operating activities decreased by $15.7 million, primarily due to unfavorable changes in working capital, partially offset by higher earnings once adjusted for non-cash items. Changes in our working capital requirements primarily reflect the timing of collection on trade accounts receivable, net and payment of accounts payable, accrued expenses and liabilities, and accrued interest.
Cash Flows from Investing Activities
Net cash used in investing activities increased by $7.9 million, as compared to the prior-year period, due to increased investments in technologies to support our transformation initiatives.
Cash Flows from Financing Activities
Net cash provided by financing activities increased by $25.8 million as compared to the prior-year period, primarily due to the increase in net borrowing of $25.0 million on our 2025 Revolving Credit Facility to fund the working capital needs.
20
Term Loans and Revolvers
In connection with the Refinancing Transaction that closed on January 30, 2025, MPH issued senior secured credit facilities composed of $325.0 million of First-Out First Lien Term Loans and $1,143.9 million of Second-Out First Lien Term Loans (collectively, the "First Lien Term Loans") and entered into a $350.0 million 2025 Revolving Credit Facility. The First Lien Term Loans mature on December 31, 2030 and the 2025 Revolving Credit Facility matures on December 31, 2029.
See Note 4, Long-Term Debt of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
Interest Rate Swap Agreements
The Company is exposed to interest rate risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800.0 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across the three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments. The Refinancing Transaction did not have an impact on these interest swap agreements.
See Note 3, Derivative Financial Instruments of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
Senior Notes
In connection with the Exchange Offers on January 30, 2025, $1,044.2 million, $974.5 million, and $1,253.5 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, were cancelled. Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $0.4 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding.
On January 30, 2025, MPH issued $600.2 million and $763.1 million in aggregate principal amount of Second-Out First Lien A Notes and Second-Out First Lien B Notes, respectively, with a maturity date of December 31, 2030. MPH issued $752.5 million and $969.4 million in aggregate principal amount of Third-Out First Lien A Notes and Third-Out First Lien B Notes, respectively, with a maturity date of March 31, 2031.
See Note 4, Long-Term Debt of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
Guarantees and Security
There have been no changes to guarantees and security described in Note 9. Long-Term Debt of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K.
Debt Covenants and Events of Default
As of March 31, 2026 and December 31, 2025 we were in compliance with all of the debt covenants.
There have been no changes to the debt covenants and events of default described in Note 9. Long-Term Debt of the Notes to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements and related disclosures in conformity with GAAP and the Company's discussion and analysis of its financial condition and operating results, require the Company's management to make judgments, assumptions, and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect the amounts reported. There have been no material changes to the Company's critical accounting policies and estimates described in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report on Form 10-K.
Client Concentration
One client individually accounted for 33.6% of revenue for the three months ended March 31, 2026. Two clients individually accounted for 29.2% and 10.4% of revenues for the year ended December 31, 2025. The loss of the business of one
21
or more of our larger clients could have a material adverse effect on our results of operations. For further discussion on our client concentration, please refer to Part I, Item 1A. "Risk Factors" in our 2025 Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 1, General Information and Basis of Accounting of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
Quantitative and Qualitative Disclosure About Market Risk
See Item 3. "Quantitative and Qualitative Disclosure about Market Risk" below.
Internal Controls Over Financial Reporting
For further information on the Company’s internal controls over financial reporting see Item 4. "Controls and Procedures".
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the market risks described in Part II, Item 7A."Quantitative and Qualitative Disclosure about Market Risk" in our 2025 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Company’s principal executive officer and principal financial and accounting officer, the Company conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officers have concluded that, as of March 31, 2026, as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Previously Identified Material Weaknesses in Internal Control over Financial Reporting
As of December 31, 2025, the Company identified material weaknesses over certain information technology ("IT") general controls that were disclosed in Part II, Item 9A of the Company’s Form 10-K, which remained unremediated as of March 31, 2026. Specifically, we did not design and maintain effective controls over certain IT general controls for certain information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.
These control deficiencies did not result in a material misstatement to the annual or interim consolidated financial statements previously filed or included in this Form 10-Q.
Remediation Plan
Management has evaluated the deficiencies described above and is actively developing a remediation plan designed to strengthen our IT general control processes and controls. This plan will include, but is not limited to, (i) implementing new controls and/or modifying existing controls, including user access and change management controls and (ii) training of relevant personnel on the design and operation of any new or modified IT general controls. The remediation plan is subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors.
The implementation of the remediation plan continued during the three months ended March 31, 2026, and the Company is committed to remediating these material weaknesses and expects to complete the implementation of its remediation plan during the fiscal year 2026. We believe our remediation plan will address the deficiencies described above; however, deficiencies will not be considered fully remediated until the applicable controls operate for a sufficient period of time and management has
concluded, through testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make further changes as appropriate.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.
22
Part II - Other Information
Item 1. Legal Proceedings
We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters as well as regulatory investigations, all of which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we believe they will not have a material adverse effect on our financial condition or results of operations. Refer to "Claims and Litigation" in Note 7, Commitments and Contingencies, of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.
Item 1A. Risk Factors
There have been no material changes during the three months ended March 31, 2026 to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" in the Company's 2025 Annual Report on Form 10-K.
Item 5. Other Information
During the three months ended March 31, 2026, none of our officers or directors adopted terminated
In connection with its annual review of compensation arrangements currently in place, on May 4, 2026 the Company amended: (i) the employment agreement (the “CEO Employment Agreement”) with its Chief Executive Officer, Travis S. Dalton (the “CEO”); (ii) the employment agreement (the “CFO Employment Agreement”) with its Chief Financial Officer, Douglas M. Garis (the “CFO”); and (iii) the letter agreements with Jerome W. Hogge, Michael C. Kim, Tiffani D. Misencik, Carol H. Nutter, Tara A. O’Neil and William B. Mintz (the “Executives”). The primary purpose of each letter/amendment was to extend the time after a change in control that such individual would be entitled to severance from one year to two years. Additionally:
•The CEO acknowledged that his 2026 annual equity grant would be in the form of a grant of time-based restricted stock units subject to a four-year vesting period with a grant date fair value of $6,750,000 and performance-based restricted stock units, with a grant date fair value of $2,250,000, subject to the terms described in the award agreement.
•The CEO acknowledged that his target bonus percentage for 2026 would be 150% of his 2026 earned base salary, which would be based on annual base salary actually paid to the CEO in 2026.
•The Company and CFO clarified the bonus provision of the CFO Employment Agreement would be based on annual base salary actually paid to the CFO during the applicable year.
Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
| 10.1# | Amendment No. 4 to 2020 Omnibus Incentive Plan. | 8-K | 001-39228 | 10.1 | April 30, 2026 | |||||||||||||||
| 10.2# | Amendment No. 2 to Employee Stock Purchase Plan. | X | ||||||||||||||||||
| 10.3# | Second Amendment to Employment Agreement, dated May 4, 2026, between the Registrant and Travis Dalton. | X | ||||||||||||||||||
| 10.4#+ | Employment Agreement Amendment Letter, dated May 4, 2026, between the Registrant and Travis Dalton. | X | ||||||||||||||||||
| 10.5# | Second Amendment to Employment Agreement, dated May 4, 2026, between the Registrant and Douglas Garis. | X | ||||||||||||||||||
| 10.6# | Form of Executive Officer Restricted Stock Unit Award under the 2020 Omnibus Incentive Plan. | X | ||||||||||||||||||
| 10.7# | Form of Chief Executive Officer Restricted Stock Unit Award under the 2020 Omnibus Incentive Plan. | X | ||||||||||||||||||
| 10.8#+ | Form of Executive Officer Performance Unit Award Agreement under the 2020 Omnibus Incentive Plan. | X | ||||||||||||||||||
| 10.9#+ | Form of Chief Executive Officer Performance Unit Award Agreement under the 2020 Omnibus Incentive Plan. | X | ||||||||||||||||||
| 10.10# | Form of Severance Letter Amendment for Executives. | X | ||||||||||||||||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13-a - 14(a) and 15-d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13-a - 14(a) and 15-d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. of Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. of Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||
| 101 INS | 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 (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | X | ||||||||||||||||||
+ The schedules and/or exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
# Management contract or compensatory plan or arrangement.
23
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 7, 2026
| Claritev Corporation | ||||||||
| By: | /s/ Douglas M. Garis | |||||||
| Douglas M. Garis | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
24