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CTEV Form 4: H&F funds dispose shares in underwritten deal

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Claritev Corp (CTEV): Hellman & Friedman–affiliated reporting persons disclosed open‑market disposals of Class A common stock tied to an underwritten public offering on 11/12/2025. The shares were sold at a price per share equal to the public offering price, net of underwriting discounts and commissions.

Reported transactions included, for example, a sale of 789,936 shares at $48.6675 per share and additional sales by affiliated funds on the same date. Following the transactions, each affiliated entity reported updated indirect beneficial holdings. The filing identifies the reporting persons as affiliated with Hellman & Friedman funds and indicates indirect ownership across multiple vehicles.

Positive

  • None.

Negative

  • None.

Insights

Large shareholder sold 1.5M shares via underwritten secondary; ownership remains sizable, float likely increases.

Claritev Corp (CTEV) insiders affiliated with Hellman & Friedman executed a coordinated sale of 1,500,000 Class A shares on 11/12/2025 in an underwritten public offering. The reported sale price was $48.6675 per share, described as the public offering price net of underwriting discounts and commissions. These are indirect holdings across several H&F-sponsored entities, and the filing indicates the reporting persons include a Director.

The transactions are classified as open-market sales under an offering (secondary), so the company did not issue new shares or receive proceeds. Post-transaction, the reporting persons still report indirect beneficial ownership aggregating entity-level balances totaling 3,845,057 shares, suggesting continued significant exposure. The ownership form remains indirect, and the filing disclaims beneficial ownership beyond pecuniary interest.

Key items to watch: settlement and any related prospectus details for this underwritten offering, and future Forms 4 for additional dispositions or governance changes. The event date is Nov 2025; subsequent filings over the next few months could clarify any further selling cadence and updated indirect holdings.

Insider H&F Corporate Investors VIII, Ltd., Hellman & Friedman Investors VIII, L.P., Hellman & Friedman Capital Partners VIII, L.P., Hellman & Friedman Capital Partners VIII (Parallel), L.P., HFCP VIII (Parallel - A), L.P., H&F Executives VIII, L.P., H&F Associates VIII, L.P., H&F Polaris Partners, L.P., H&F Polaris Partners GP, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,500,000 shs ($73.00M)
Type Security Shares Price Value
Sale Class A Common Stock 789,936 $48.6675 $38.44M
Sale Class A Common Stock 354,524 $48.6675 $17.25M
Sale Class A Common Stock 66,997 $48.6675 $3.26M
Sale Class A Common Stock 20,722 $48.6675 $1.01M
Sale Class A Common Stock 3,485 $48.6675 $170K
Sale Class A Common Stock 264,336 $48.6675 $12.86M
Holdings After Transaction: Class A Common Stock — 2,024,899 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The shares of Class A common stock were sold in connection with an underwritten public offering of the Issuer. The shares were sold at a price per share equal to the public offering price, net of underwriting discounts and commissions. Represents shares sold directly by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII"). Represents shares sold directly by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel"). Represents shares sold directly by HFCP VIII Parallel-A ("HFCP VIII Parallel-A"). Represents shares sold directly by H&F Executives VIII, L.P. ("H&F VIII Executives"). Represents shares sold directly by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds"). Represents shares sold directly by H&F Polaris Partners, L.P. ("Polaris Partners"), the general partner of which is H&F Polaris Partners GP, LLC, the managing member of which is HFCP VIII. Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Polaris Partners. The Reporting Persons states that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
H&F Corporate Investors VIII, Ltd.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Claritev Corp [ CTEV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/12/2025 S 789,936 D $48.6675(1) 2,024,899 I See Footnotes(2)(8)
Class A Common Stock 11/12/2025 S 354,524 D $48.6675(1) 908,778 I See Footnotes(3)(8)
Class A Common Stock 11/12/2025 S 66,997 D $48.6675(1) 171,740 I See Footnotes(4)(8)
Class A Common Stock 11/12/2025 S 20,722 D $48.6675(1) 53,118 I See Footnotes(5)(8)
Class A Common Stock 11/12/2025 S 3,485 D $48.6675(1) 8,932 I See Footnotes(6)(8)
Class A Common Stock 11/12/2025 S 264,336 D $48.6675(1) 677,590 I See Footnotes(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
H&F Corporate Investors VIII, Ltd.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hellman & Friedman Investors VIII, L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hellman & Friedman Capital Partners VIII, L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hellman & Friedman Capital Partners VIII (Parallel), L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HFCP VIII (Parallel - A), L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
H&F Executives VIII, L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
H&F Associates VIII, L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
H&F Polaris Partners, L.P.
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
H&F Polaris Partners GP, LLC
(Last) (First) (Middle)
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares of Class A common stock were sold in connection with an underwritten public offering of the Issuer. The shares were sold at a price per share equal to the public offering price, net of underwriting discounts and commissions.
2. Represents shares sold directly by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII").
3. Represents shares sold directly by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel").
4. Represents shares sold directly by HFCP VIII Parallel-A ("HFCP VIII Parallel-A").
5. Represents shares sold directly by H&F Executives VIII, L.P. ("H&F VIII Executives").
6. Represents shares sold directly by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds").
7. Represents shares sold directly by H&F Polaris Partners, L.P. ("Polaris Partners"), the general partner of which is H&F Polaris Partners GP, LLC, the managing member of which is HFCP VIII.
8. Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Polaris Partners. The Reporting Persons states that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.
/s/ See Signatures Included in Exhibit 99.1 11/14/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Claritev (CTEV) insiders report in this Form 4?

Affiliated holders reported sales of Class A common stock in connection with an underwritten public offering on 11/12/2025 at the public offering price net of discounts.

What was the per‑share price for the CTEV stock sold?

The shares were sold at $48.6675 per share, equal to the public offering price net of underwriting discounts and commissions.

Which entities executed the sales reported for CTEV?

Sales were made by HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel‑A, H&F Executives VIII, H&F Associates VIII, and H&F Polaris Partners.

Were these holdings direct or indirect?

The reported holdings are indirect, with relationships detailed among H&F Investors VIII, H&F VIII, and affiliated general partners.

Did the filing indicate director status for the reporting persons?

Yes. The filing indicates the reporting persons’ relationship as Director.

Can you cite an example transaction from the filing?

One line item shows a disposal of 789,936 shares at $48.6675 per share on 11/12/2025.

Was this activity part of a planned offering structure?

Yes. The filing states the sales occurred in connection with an underwritten public offering.