Claritev says DOJ closes antitrust grand jury

Claritev Corporation reports that the U.S. Department of Justice Antitrust Division has closed an antitrust grand jury proceeding involving the company and informed Claritev it is not under any criminal investigation.

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Form Type

8-K

Rhea-AI Filing Summary

Claritev Corporation reports that the U.S. Department of Justice Antitrust Division has closed an antitrust grand jury proceeding involving the company and informed Claritev it is not under any criminal investigation. The company welcomes this outcome and reiterates its belief that its solutions comply with antitrust laws.

Claritev also discloses that on May 19, 2026, it received a civil investigative demand from the DOJ Antitrust Division related to health insurance and is cooperating fully with information requests. The update is furnished under Regulation FD and is not incorporated into other securities law filings unless specifically referenced.

Positive

DOJ antitrust grand jury closed with no criminal investigation, easing the threat of criminal charges related to Claritev’s health insurance data and solutions.

Negative

Claritev has received a civil investigative demand from the DOJ Antitrust Division, leaving ongoing regulatory scrutiny that could lead to future obligations depending on the outcome.

Insights

Criminal antitrust exposure has eased, but civil review continues.

Claritev Corporation states the DOJ Antitrust Division has closed an antitrust grand jury proceeding and informed the company it is not under any criminal investigation. This meaningfully reduces the risk of criminal antitrust charges tied to the referenced subpoena.

However, the company also received a civil investigative demand from the DOJ on May 19, 2026 and is cooperating with requests. Civil antitrust matters can still involve remedies or penalties, depending on findings. Overall, criminal risk has declined, while a civil process remains an overhang.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Terms

grand jury subpoena, Antitrust Division, civil investigative demand, Regulation FD, +1 more

5 terms

grand jury subpoena regulatory

"Claritev Corporation received a confidential grand jury subpoena issued by the Antitrust Division of the Department of Justice"

A grand jury subpoena is a formal, court-issued order requiring a person or company to hand over documents, records, or testimony to a grand jury that is investigating possible criminal conduct. Think of it as an official request from investigators to inspect a company’s “playbook” behind closed doors. Investors pay attention because such subpoenas signal potential legal trouble that can lead to fines, criminal charges, operational disruption, reputational damage, and increased stock volatility.

Antitrust Division regulatory

"the Antitrust Division informed the Company that this antitrust grand jury proceeding is being brought to a close"

A government office that enforces laws meant to stop companies from unfairly restricting competition, such as forming monopolies, fixing prices, or blocking rivals. Think of it as a referee for the marketplace: its investigations, lawsuits or approvals can block mergers, impose fines, or force behavior changes, and those actions can materially affect a company’s growth prospects, costs and stock value — so investors watch it closely.

civil investigative demand regulatory

"On May 19, 2026, the Company received a civil investigative demand from the Antitrust Division"

Regulation FD regulatory

"The Company is furnishing the information in this Item 7.01 of this on to comply with Regulation FD"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

forward-looking statements regulatory

"This on contains forward-looking statements regarding our opinions, beliefs, business plans and expectations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What DOJ update did Claritev Corporation (CTEV) disclose in this 8-K?

Claritev disclosed that the DOJ Antitrust Division has closed an antitrust grand jury proceeding and informed the company it is not under any criminal investigation, while a separate civil investigative demand remains active and ongoing.

Is Claritev Corporation (CTEV) currently under criminal investigation by the DOJ?

No. Claritev reports the DOJ Antitrust Division has brought the antitrust grand jury proceeding to a close and informed the company it is not under any criminal investigation related to that matter, reducing its immediate criminal enforcement risk.

What is the DOJ civil investigative demand mentioned by Claritev (CTEV)?

Claritev states it received a civil investigative demand from the DOJ Antitrust Division on May 19, 2026, connected to health insurance. The company is cooperating fully with the information requested as part of this civil antitrust review.

How does Claritev (CTEV) describe its compliance with antitrust laws?

Claritev says it welcomes closure of the grand jury matter and continues to stand by its position that its solutions and data platform comply with antitrust laws, emphasizing its belief that its business practices align with competition requirements.

Why did Claritev Corporation (CTEV) furnish this DOJ update under Regulation FD?

Claritev furnished this information under Regulation FD to provide broad, simultaneous disclosure to the market. The company notes the information is "furnished" rather than "filed," limiting certain liability and incorporation into other securities law documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:01 PM EDT

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):

June 22, 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. ☐

Item 7.01 Regulation FD Disclosure

As stated in the Form 8-K filed on May 18, 2026, in August 2024 Claritev Corporation (the "Company") received a confidential grand jury subpoena issued by the Antitrust Division of the Department of Justice ("DOJ") in connection with an investigation regarding health insurance. On June 17, 2026, the Antitrust Division informed the Company that this antitrust grand jury proceeding is being brought to a close and that the Company is not under any criminal investigation. We welcome the closure and continue to stand by our position that our solutions and data platform comply with antitrust laws. On May 19, 2026, the Company received a civil investigative demand from the Antitrust Division and is cooperating fully with the DOJ in responding to the information requested. The Company remains focused on working with clients, partners and employers across the entire healthcare ecosystem to make healthcare more transparent, accessible, and affordable for all consumers.

The Company is furnishing the information in this Item 7.01 of this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding our opinions, beliefs, business plans and expectations. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "anticipates," "expects," "continues," "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 throughout this Current Report on Form 8-K, including, but not limited to, statements regarding our involvement in an investigation by the DOJ and our ability to continue to focus on our work in the healthcare ecosystem. Such forward-looking statements are based on available current information and management’s expectations and beliefs 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 events and results 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 Securities and Exchange Commission by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual events and results may differ materially from those included 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.

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: June 22, 2026

Claritev Corporation

By: /s/ Douglas M. Garis

Name: Douglas M. Garis

Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Claritev says DOJ closes antitrust grand jury