Claritev (NYSE: CTEV) narrows 2025 loss and launches $75M repurchase plan

Rhea-AI Filing Summary

Claritev Corporation reported Q4 2025 revenue of $246.6 million, up 6.2% from Q4 2024, and narrowed its quarterly net loss to $80.6 million. Adjusted EBITDA for Q4 was $151.3 million with a 61.4% margin, and free cash flow improved to $36.4 million.

For full-year 2025, revenue reached $965.4 million, a 3.7% increase, while the net loss shrank sharply to $284.3 million from $1.65 billion. Full-year Adjusted EBITDA rose to $602.6 million, and operating cash flow was $117.3 million.

The company issued 2026 guidance with revenue between $980 million and $1 billion, Adjusted EBITDA of $605 million to $615 million, capital expenditures of $160 million to $170 million, and free cash flow between $0 million and $10 million. The board also approved a five-year share repurchase program authorizing up to $75 million of Class A common stock, capped at $20 million per year and funded from cash on hand and operations.

Insights

Equity research analyst

Claritev returns to modest growth, improves profitability metrics, and adds a $75 million buyback.

Claritev showed a clear turnaround in 2025. Revenue grew 3.7% to $965.4 million, while the net loss shrank dramatically to $284.3 million from a prior-year loss above $1.6 billion, mainly as large impairment charges rolled off.

Profitability and cash generation improved: full-year Adjusted EBITDA increased to $602.6 million, Q4 Adjusted EBITDA margin reached 61.4%, and operating cash flow for 2025 was $117.3 million. Free cash flow remained slightly negative for the year but swung strongly positive in Q4.

Management’s 2026 outlook targets revenue of $980 million to $1 billion and free cash flow of $0 million to $10 million, implying a focus on stabilizing cash generation. The $75 million share repurchase program running through 2030 signals confidence in the business while remaining constrained by a $20 million-per-year limit.

0001793229FALSE00017932292026-02-232026-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

February 23, 2026

Claritev Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39228

84-3536151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7900 Tysons One Place, Suite 400

McLean, Virginia 22102

(212) 780-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares of Class A Common Stock, $0.0001 par value per share

CTEV

New York Stock Exchange

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

Emerging growth company ☐

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

Unless the context otherwise requires, "we," "us," "our," "Claritev" and the "Company" refer to Claritev Corporation, a Delaware corporation, and its consolidated subsidiaries.

Item 2.02    Results of Operations and Financial Condition.

On February 23, 2026, the Company issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events.

On February 23, 2026, the Company announced that its Board of Directors (the “Board”) approved a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company is authorized to purchase up to $75.0 million of its Class A common stock from time to time in open market transactions, subject to general market conditions, compliance with applicable legal requirements, and other considerations. The Share Repurchase Program was approved starting January 1, 2026 through December 31, 2030 and is subject to a $20.0 million limit per calendar year. The Share Repurchase Program is expected to be funded using the Company’s cash on hand and cash from operations.

Repurchases under the Share Repurchase Program may be made, from time to time, using a variety of methods, which may include open market purchases, in privately negotiated transactions or by other means, including through the use of preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act. The Share Repurchase Program may be extended, suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion.

A copy of the related press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included in this Form 8-K:

Exhibit No.						Description of Exhibit
99.1						Press Release, dated February 23, 2026, reporting the Company's financial results for the fourth quarter and full year ended December 31, 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

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

Dated:    February 23, 2026

                                Claritev Corporation

                                By:    /s/ Douglas M. Garis         

                                Name:    Douglas M. Garis

                                Title:    Executive Vice President and Chief Financial Officer

E

Claritev Corporation Reports Fourth Quarter and Full Year 2025 Results

–Q4 2025 Revenues of $246.6 million, Net loss of $80.6 million, and Adjusted EBITDA of $151.3 million (Adjusted EBITDA Margin of 61.4%)

–Full-year 2025 Revenues of $965.4 million (increase of 3.7% compared to FY 2024), Net loss of $284.3 million, and Adjusted EBITDA of $602.6 million (increase of 4.5% compared to FY 2024)

–Full-year 2026 Guidance initiated:

◦Revenue range of $980 million to $1 billion

◦Free cash flow of $0 million to $10 million

◦Capital expenditures of $160 million to $170 million

–Company Board of Directors approves $75 million, five-year share repurchase program

McLean, VA — February 23, 2026 — Claritev Corporation (“Claritev” or the “Company”) (NYSE: CTEV), a technology, data and insights company focused on making healthcare more affordable, transparent and fair for all, today reported financial results for the fourth quarter and full year ended December 31, 2025.

“I am exceedingly proud of the work delivered by the Claritev team in 2025. This year marked a pivotal time in our company’s history, as we returned to top line revenue growth highlighted by operational and financial execution. We expanded our vertical markets, rebranded as Claritev, launched new solutions and partnerships, and migrated our technology foundation, all of which combined to help us deliver record bookings. The Year of the Turn was an unqualified success, and we are well on our way to delivering on our theme of 2026 as The Way Up,” said Travis Dalton, Chairman, CEO and President of Claritev.

Mr. Dalton added, “In 2025, our company demonstrated a mission-driven purpose to lay a foundation for growth, clarify our purpose, align and recruit talent, and focus our company and associates on key performance metrics. That combination of Clarity, Alignment and Focus, when applied against our Vision 2030, has allowed us to turn to profitable growth sooner than expected. Most importantly it has allowed us to serve our clients with solutions that deliver tangible, measurable value, as we execute on our promise to make healthcare more affordable for everyone.”

Doug Garis, Claritev Chief Financial Officer, commented, “We are carrying the momentum from our strong fourth quarter and full year results into 2026. Our guidance reflects a sustainable growth model, built on a durable core business foundation, exciting expansion opportunities, and a growing pipeline across our solutions and markets. Significantly, we expect to return to positive free cash flow in 2026, allowing Claritev to focus on our primary capital allocation priorities of driving organic growth, opportunistic debt reduction, and value-creating M&A.”

Additionally, the Company’s Board of Directors approved a five-year share repurchase program (the "Five-Year Program") authorizing the Company to purchase up to $75.0 million of its Class A common stock from time to time in open market transactions, subject to compliance with applicable legal requirements. The Five-Year Program was approved starting January 1, 2026 through December 31, 2030 and is subject to a $20.0 million limit per calendar year.

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Business and Financial Highlights

Fourth Quarter ended December 31, 2025

•Revenues of $246.6 million for Q4 2025, an increase of 6.2% compared to revenues of $232.1 million for Q4 2024.

•Net loss of $80.6 million for Q4 2025, compared to net loss of $138.0 million for Q4 2024.

•Adjusted EBITDA of $151.3 million for Q4 2025, compared to Adjusted EBITDA of $141.4 million for Q4 2024.

•Net cash provided by operating activities of $66.3 million for Q4 2025, compared to net cash used in operating activities of $33.4 million for Q4 2024.

•Free cash flow of $36.4 million for Q4 2025, compared to free cash flow of $(63.8) million for Q4 2024.

•The Company ended Q4 2025 with $16.8 million of unrestricted cash and cash equivalents on the balance sheet.

•The Company processed approximately $47.2 billion in claim charges during Q4 2025, identifying potential medical cost savings of approximately $6.4 billion.

Year ended December 31, 2025

•Revenues of $965.4 million for FY 2025, an increase of 3.7% compared to revenues of $930.6 million for FY 2024.

•Net loss of $284.3 million for FY 2025, compared to net loss of $1,645.8 million for FY 2024.

•Adjusted EBITDA of $602.6 million for FY 2025, compared to Adjusted EBITDA of $576.7 million for FY 2024.

•Net cash provided by operating activities of $117.3 million for FY 2025, compared to net cash provided by operating activities of $107.6 million for FY 2024.

•Free cash flow of $(12.3) million for FY 2025, compared to free cash flow of $(10.5) million for FY 2024.

•The Company processed approximately $179.8 billion in claim charges during FY 2025, identifying potential medical cost savings of approximately $25.0 billion.

2026 Financial Guidance1

The Company is introducing its full-year 2026 guidance, detailed in the table below:

Financial Metric						Full Year 2026 Guidance
Revenues						$980 million to $1 billion
Adjusted EBITDA1						$605 million to $615 million
Capital expenditures2						$160 million to $170 million
Effective tax rate						24% to 28%
Free cash flow						$0 million to $10 million

1 We have not reconciled the forward-looking Adjusted EBITDA guidance included above to the most directly comparable GAAP (as defined below) measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transformation costs, transaction-related expenses, and certain fair value measurements, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.

2 Capital expenditures include hosted software implementation costs that are capitalized but not classified as investing activities in the statements of cash flows.

2

Conference Call Information

The Company will host a conference call today, Monday, February 23, 2026 at 4:30 p.m. U.S. Eastern Time (ET) to discuss its financial results. To join the conference call, please pre-register using the following link at least ten minutes before the call begins: https://events.q4inc.com/analyst/106179512?pwd=uApaAo3m. Upon registration, you will receive a calendar invitation with call access details and a unique pin.

A live webcast of the conference call can be accessed through the Investor Relations section of the Company’s website at investors.claritev.com/events-and-presentations. This earnings press release and a supplemental slide deck will also be available on this section of the Company’s website.

For those unable to listen to the live conference call, a replay will be available after the call through the archived webcast on the Investor Relations section of the Company’s website.

About Claritev

Claritev is a healthcare technology, data and insights company focused on delivering affordability, transparency and quality. Led by a team of deeply experienced associates, data scientists and innovators, Claritev provides cutting-edge solutions and services fueled by multiple data sources and over 45 years of claims experience. Claritev utilizes world-class technology and AI solutions to power a robust enterprise platform that delivers meaningful insights to drive affordability in healthcare, brings price transparency and optimizes networks and benefits design. By focusing on purpose–built solutions that support all key players – including payers, employers, patients, providers and third parties – Claritev aims to make healthcare more accessible and affordable for all. For more information, visit claritev.com.

Investor Relations Contacts                        

Todd Friedman

VP, Investor Relations                    

Claritev                                    

investor@claritev.com

Media Relations Contact

Jen O’Connor

VP, Brand Marketing

Claritev

press@claritev.com

Forward-Looking Statements

This press release contains forward-looking statements regarding our opinions, beliefs, projections, business plans and expectations. These forward-looking statements may differ materially from actual results due to a variety of factors and can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These statements include all matters that are not historical facts. They appear in a number of places throughout this press release, including, but not limited to, statements relating to our ability to deliver anticipated results; our ability to successfully implement our transformation plan; the growth and expansion of our business, including our pipeline; our expectations regarding future free cash flow and use of capital; our 2026 outlook and guidance; and the long-term prospects of the Company. Such forward-looking statements are based on available current market information and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that these forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include: loss of our clients, particularly our largest clients; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected;

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our ability to enter new lines of business and broaden the scope of our solutions; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient financial responsibility for services; effects of competition; effects of pricing pressure; the inability of our clients to pay for our solutions; changes in our industry and in industry standards and technology; adverse outcomes related to litigation or governmental proceedings; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to maintain the licenses or right of use for the software we use; our ability to protect proprietary information, processes and applications; our inability to expand our network infrastructure; inability to preserve or increase our existing market share or the size of our preferred provider organization networks; decreases in discounts from providers; pressure to limit access to preferred provider networks; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to obtain additional financing; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; changes in accounting principles or the incurrence of impairment charges; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings; and other factors beyond our control.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update these statements as a result of new information or future events or otherwise, except as may be required under applicable securities laws.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow, unlevered free cash flow and adjusted cash conversion ratio. A non-GAAP financial measure is generally defined as a numerical measure of a company’s financial or operating performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, free cash flow, unlevered free cash flow and adjusted cash conversion ratio are supplemental measures of Claritev’s performance that are not required by or presented in accordance with GAAP. These measures are not measurements of our financial or operating performance under GAAP, have limitations as analytical tools and should not be considered in isolation or as an alternative to net (loss) income, cash flows or any other measures of performance prepared in accordance with GAAP.

EBITDA represents net (loss) income before interest expense, interest income, income tax provision (benefit), depreciation, amortization of intangible assets, and non-income taxes. Adjusted EBITDA is EBITDA as further adjusted by certain items as described in the table below.

In addition, in evaluating EBITDA and Adjusted EBITDA you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and Adjusted EBITDA. The presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Based on our industry and debt financing experience, we believe that EBITDA and Adjusted EBITDA are customarily used by investors, analysts and other interested parties to provide useful information regarding a company’s ability to service and/or incur indebtedness.

We also believe that Adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Both EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

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•EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and

•Although depreciation and amortization are non-cash charges, the tangible assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

Claritev’s presentation of Adjusted EBITDA should not be construed as an inference that our future results and financial position will be unaffected by unusual items.

Free cash flow is defined as net cash provided by operating activities less capital expenditures, all as disclosed in the Consolidated Statements of Cash Flows. Unlevered free cash flow is defined as net cash provided by operating activities less capital expenditures, plus cash interest paid, all as disclosed in the condensed consolidated statements of cash flows. Free cash flow and unlevered free cash Flow are measures of our operational performance used by management to evaluate our business after purchases of property and equipment and, in the case of unlevered free cash flow, prior to the impact of our capital structure. Free cash flow and unlevered free cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, Claritev’s definitions of free cash flow and unlevered free cash flow are limited, in that they do not represent residual cash flows available for discretionary expenditures, due to the fact that the measures do not deduct the payments required for debt service, in the case of unlevered free cash flow, and other contractual obligations or payments made for business acquisitions.

Adjusted cash conversion ratio is defined as unlevered free cash flow divided by Adjusted EBITDA. Claritev believes that the presentation of the adjusted cash conversion ratio provides useful information to investors because it is an financial performance measure that shows how much of its Adjusted EBITDA Claritev converts into unlevered free cash flow.

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CLARITEV CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

			December 31, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents			$	16,814					$	16,848
Restricted cash			11,527						12,824
Trade accounts receivable, net			127,615						89,758
Prepaid expenses			31,992						20,493
Prepaid taxes			11,526						6,747
Unbilled Independent Dispute Resolution fees, net			10,563						21,850
Other current assets, net			14,330						6,995
Total current assets			224,367						175,515
Property and equipment, net			326,326						292,649
Operating lease right-of-use assets			13,966						16,097
Goodwill			2,405,853						2,403,140
Other intangibles, net			1,884,604						2,226,323
Other assets, net			33,342						37,103
Total assets			$	4,888,458					$	5,150,827
Liabilities and Shareholders’ (Deficit)/Equity
Current liabilities:
Accounts payable			$	60,463					$	86,327
Accrued interest			100,009						55,532
Operating lease obligation, short-term			4,705						4,385
Current portion of long-term debt			14,690						13,250
Accrued compensation			45,238						33,690
Other accrued expenses			36,253						20,606
Total current liabilities			261,358						213,790
Long-term debt, net			4,560,440						4,509,725
2025 Revolving Credit Facility			20,000						—
Operating lease obligation, long-term			16,236						13,857
Deferred income taxes			197,599						325,834
Other liabilities			—						3,599
Total liabilities			5,055,633						5,066,805
Commitments and contingencies (Note 15)
Shareholders’ (deficit)/equity:
Shareholder interests
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued			—						—
Class A Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 17,295,582 and 16,930,827 issued; 16,552,723 and 16,187,968 shares outstanding			2						2
Additional paid-in capital			2,398,423						2,372,954
Accumulated deficit			(2,429,420)						(2,145,138)
Accumulated other comprehensive loss			(4,172)						(5,063)
Treasury stock — 742,859 and 742,859 shares			(138,733)						(138,733)
Total shareholders’ (deficit)/equity attributable to Claritev Corporation			(173,900)						84,022
Non-controlling interests			6,725						—
Total shareholders' (deficit)/equity			(167,175)						84,022
Total liabilities and shareholders’ (deficit)/equity			$	4,888,458					$	5,150,827

6

CLARITEV CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)

			Three Months Ended December 31,												Twelve Months Ended December 31,
			2025						2024						2025						2024
Revenues			$	246,554					$	232,145					$	965,413					$	930,624
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)			70,103						57,116						253,411						239,404
General and administrative expenses			63,422						43,991						221,518						150,891
Depreciation			25,894						22,818						101,669						88,190
Amortization of intangible assets			85,844						85,970						343,757						343,883
Loss on impairment of goodwill and intangible assets			—						54,500						—						1,488,863
Loss on disposal of leases			243						668						6,936						729
Loss on sale of assets			8,670						8,440						9,357						8,595
Total expenses			254,176						273,503						936,648						2,320,555
Operating (loss) income			(7,622)						(41,358)						28,765						(1,389,931)
Interest expense			99,408						81,252						392,022						326,371
Interest income			(279)						(408)						(1,561)						(3,130)
Transaction costs related to refinancing transaction			166						63,930						8,045						63,930
Loss (gain) on extinguishment of debt			—						—						670						(5,913)
Loss on sale of equity investment			—						—						2,667						—
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares			—						(1)						—						(477)
Net loss before taxes			(106,917)						(186,131)						(373,078)						(1,770,712)
Benefit for income taxes			(26,347)						(48,166)						(88,796)						(124,881)
Net loss			(80,570)						(137,965)						(284,282)						(1,645,831)
Less: net loss attributable to non-controlling interests			—						—						—						—
Net loss attributable to Claritev Corporation			$	(80,570)					$	(137,965)					$	(284,282)					$	(1,645,831)
Weighted average shares outstanding – Basic and Diluted(1)			16,527,052						16,171,224						16,434,919						16,147,506
Net loss per share – Basic and Diluted(1)			$	(4.88)					$	(8.53)					$	(17.30)					$	(101.92)
Net loss attributable to Claritev Corporation			(80,570)						(137,965)						(284,282)						(1,645,831)
Other comprehensive income
Change in unrealized gain on interest rate swap, net of tax			968						7,399						891						6,715
Comprehensive loss			$	(79,602)					$	(130,566)					$	(283,391)					$	(1,639,116)

(1) Shares and net loss per share have been retroactively adjusted for all periods presented to reflect the one-for-forty (1-for-40) reverse stock split that became effective on September 20, 2024.

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CLARITEV CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

			Three Months Ended December 31,												Twelve Months Ended December 31,
			2025						2024						2025						2024
Operating activities:
Net loss			$	(80,570)					$	(137,965)					$	(284,282)					$	(1,645,831)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			25,894						22,818						101,669						88,190
Amortization of intangible assets			85,844						85,970						343,757						343,883
Amortization of the right-of-use asset			540						987						3,028						4,364
Loss on impairment of goodwill and intangible assets			—						54,500						—						1,488,863
Stock-based compensation			7,796						6,816						27,822						26,645
Deferred income taxes			(48,608)						(55,009)						(128,508)						(198,008)
Amortization of debt issuance costs and discounts			1,521						2,186						5,478						10,974
Non-cash interest expense			15,817						—						57,596						—
(Loss) gain on extinguishment of debt			—						—						670						(5,913)
Loss on sale of equity investment			—						—						2,667						—
Loss on sale of assets			8,670						8,440						9,357						8,595
Loss on disposal of leases			243						668						6,936						729
Change in fair value of Private Placement Warrants and Unvested Founder Shares			—						(1)						—						(477)
Changes in operating assets and liabilities, net of acquisitions:
Trade accounts receivable, net			10,664						(7,626)						(26,570)						(13,200)
Prepaid taxes			21,493						(6,747)						(4,779)						(5,383)
Prepaid expenses, other current and non-current assets			(23,258)						(22,295)						(23,964)						(31,761)
Accounts payable			21,537						67,674						(25,864)						67,352
Other accrued expenses, accrued interest and accrued liabilities			20,251						(52,504)						57,445						(25,136)
Operating lease, net			(1,548)						(1,325)						(5,134)						(6,270)
Net cash provided by (used in) operating activities			66,286						(33,413)						117,324						107,616
Investing activities:
Purchases of property and equipment			(29,909)						(30,434)						(129,601)						(118,123)
Proceeds from sale of investment			—						—						13,333						—
OPCG acquisition			(4,750)						—						(4,750)						—
Net cash used in investing activities			(34,659)						(30,434)						(121,018)						(118,123)
Financing activities:
Repayments of Term Loans			(3,672)						—						(11,017)						—
Repayments of Term Loan B			—						(3,312)						—						(13,250)
Repurchase of 5.750% Notes			—						(1)						—						—
Repurchase of Senior Convertible PIK Notes			—						—						—						(14,886)
Taxes paid on settlement of vested share awards			(604)						—						(4,095)						(3,356)
Borrowings on 2025 Revolving Credit Facility			5,000						—						230,000						—
Repayment of 2025 Revolving Credit Facility			(55,000)						—						(210,000)						—
Purchase of treasury stock			—						—						—						(10,370)
Payment of debt issuance costs			—						(615)						(4,267)						(615)
Borrowings on finance leases, net			—						67						—						67
Proceeds from issuance of Class A common stock under ESPP			345						212						1,742						1,095
Net cash (used in) provided by financing activities			(53,931)						(3,649)						2,363						(41,315)
Net decrease in cash, cash equivalents and restricted cash			(22,304)						(67,496)						(1,331)						(51,822)
Cash, cash equivalents and restricted cash at beginning of period			50,645						97,168						29,672						81,494
Cash, cash equivalents and restricted cash at end of period			$	28,341					$	29,672					$	28,341					$	29,672
Cash and cash equivalents			$	16,814					$	16,848					$	16,814					$	16,848
Restricted cash			11,527						12,824						11,527						12,824
Cash, cash equivalents and restricted cash at end of period			$	28,341					$	29,672					$	28,341					$	29,672
Supplemental noncash investing and financing activities:
Purchases of property and equipment not yet paid			$	21,357					$	12,530					$	21,357					$	12,530
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			$	333					$	5,015					$	6,071					$	5,015
Debt issuance costs not yet paid			$	—					$	4,267					$	—					$	4,267
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest			$	(35,698)					$	(96,655)					$	(282,755)					$	(315,245)
Income taxes, net of refunds			$	418					$	(22,229)					$	(44,495)					$	(80,089)

8

CLARITEV CORPORATION

Calculation of EBITDA and Adjusted EBITDA (Unaudited)

(in thousands)

			Three Months Ended December 31,												Twelve Months Ended December 31,
			2025						2024						2025						2024
Net loss			$	(80,570)					$	(137,965)					$	(284,282)					$	(1,645,831)
Adjustments:
Interest expense			99,408						81,252						392,022						326,371
Interest income			(279)						(408)						(1,561)						(3,130)
Benefit for income tax			(26,347)						(48,166)						(88,796)						(124,881)
Depreciation			25,894						22,818						101,669						88,190
Amortization of intangible assets			85,844						85,970						343,757						343,883
Non-income taxes			368						715						2,065						2,338
EBITDA			$	104,318					$	4,216					$	464,874					$	(1,013,060)
Adjustments:
Other expenses, net(1)			12,459						2,818						28,364						5,402
Loss on sale of assets, including right-of-use assets			8,913						8,440						16,293						8,595
Loss on sale of equity investments			—						—						2,667						—
Transformation costs(2)			15,418						—						44,954						—
Integration expenses			18						689						597						2,683
Transaction costs related to refinancing transaction			166						63,930						8,045						63,930
Loss (gain) on extinguishment of debt			—						—						670						(5,913)
Change in fair value of Private Placement Warrants and Unvested Founder Shares			—						(1)						—						(477)
Loss on impairment of goodwill and intangible assets			—						54,500						—						1,488,863
Stock-based compensation, including cRSUs			10,034						6,816						36,093						26,645
Adjusted EBITDA			$	151,326					$	141,408					$	602,557					$	576,668

(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, non-integration related severance costs, legal expenses associated with the antitrust matters and start-up costs related to international expansion.

(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. Internal personnel expense included in the Transformation costs for the year ended December 31, 2025 amounted to $16.9 million.

9

CLARITEV CORPORATION

Calculation of Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio (Unaudited)
(in thousands)

			Three Months Ended December 31,												Twelve Months Ended December 31,
			2025						2024						2025						2024
Net cash provided by (used in) operating activities			$	66,286					$	(33,413)					$	117,324					$	107,616
Purchases of property and equipment			(29,909)						(30,434)						(129,601)						(118,123)
Free cash flow			36,377						(63,847)						(12,277)						(10,507)
Interest paid			35,698						96,655						282,755						315,245
Unlevered free cash flow			$	72,075					$	32,808					$	270,478					$	304,738
Adjusted EBITDA			$	151,326					$	141,408					$	602,557					$	576,668
Adjusted cash conversion ratio			48		%				23		%				45		%				53		%
Net cash used in investing activities			$	(34,659)					$	(30,434)					$	(121,018)					$	(118,123)
Net cash (used in) provided by financing activities			$	(53,931)					$	(3,649)					$	2,363					$	(41,315)

10

FAQ

How did Claritev (CTEV) perform financially in Q4 2025?

Claritev reported Q4 2025 revenue of $246.6 million, up 6.2% year over year, with a narrowed net loss of $80.6 million. Adjusted EBITDA reached $151.3 million, delivering a strong 61.4% margin and significantly better profitability than the prior-year quarter.

What were Claritev (CTEV) full-year 2025 results?

For 2025, Claritev generated $965.4 million in revenue, a 3.7% increase over 2024. The company cut its net loss to $284.3 million from $1.65 billion, while Adjusted EBITDA rose to $602.6 million, indicating improved underlying operating performance and cost control.

What guidance did Claritev (CTEV) provide for 2026?

Claritev’s 2026 guidance targets revenue between $980 million and $1 billion and Adjusted EBITDA of $605 million to $615 million. The company expects capital expenditures of $160 million to $170 million and free cash flow between $0 million and $10 million, suggesting a focus on positive cash generation.

What is included in Claritev (CTEV) new share repurchase program?

Claritev’s board approved a five-year share repurchase program authorizing up to $75.0 million of Class A common stock. The plan runs from January 1, 2026 through December 31, 2030, with a $20.0 million annual limit and funding expected from cash on hand and operating cash flows.

How did Claritev (CTEV) free cash flow and cash position change in 2025?

Free cash flow for 2025 was $(12.3) million, slightly below the prior year, but Q4 free cash flow improved to $36.4 million. The company ended Q4 2025 with $16.8 million in unrestricted cash and cash equivalents, alongside higher operating cash flow of $117.3 million for the year.

How much medical claim volume did Claritev (CTEV) process in 2025?

In 2025, Claritev processed approximately $179.8 billion in claim charges, identifying around $25.0 billion of potential medical cost savings. For Q4 2025 alone, it processed about $47.2 billion in claim charges and identified roughly $6.4 billion in potential savings for clients.

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