Claritev (CTEV) HR chief earns 67% of revenue-based PSU award

Rhea-AI Filing Summary

Claritev Corp reported that SVP and Chief People Officer Carol Nutter acquired 1,884 shares of Class A common stock through an earned performance-based restricted stock unit (PSU) award. This increased her direct holdings to 30,748 shares.

The PSUs were earned after the Compensation Committee certified that Claritev’s revenue for the two-year performance period ending December 31, 2025 met revenue-based performance criteria. The company’s total revenue versus target resulted in Nutter earning 67% of the originally awarded PSUs. These earned PSUs are scheduled to vest in the first quarter of 2027, subject to her continued employment with Claritev under the 2020 Omnibus Incentive Plan and the applicable PSU award agreement.

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

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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^*

Carol Nutter

(Last) (First) (Middle)

C/O CLARITEV CORPORATION

7900 TYSONS ONE PLACE, SUITE 400

(Street)

MCLEAN VA 22102

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/18/2026		A(1)		1,884	A	$0	30,748	D

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

Explanation of Responses:

1. Represents earned performance-based restricted stock units ("PSUs"), which will vest in the first quarter of 2027, subject to Participant's continued employment with Claritev Corporation (the "Company"). The PSUs were earned after certification by the Compensation Committee of Board of Directors of the Company upon the satisfaction of revenue-based performance criteria underlying an award of PSUs granted to the Reporting Person on March 1, 2024 under the terms of the Company's 2020 Omnibus Incentive Plan and the applicable PSU award agreement. The award provides a performance condition based on the Company's revenue for the two-year performance period ending December 31, 2025. The Company's total revenue for the two-year performance period as compared to target resulted in Participant earning 67% of the awarded PSUs based on revenue.

Remarks:

	/s/ Kent Bartholomew, attorney-in-fact	02/20/2026
	** 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).
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FAQ

What did Claritev Corp (CTEV) disclose about Carol Nutter’s latest equity award?

Claritev disclosed that SVP and Chief People Officer Carol Nutter acquired 1,884 shares of Class A common stock via earned PSUs. The award reflects performance-based compensation tied to Claritev’s revenue results over a defined two-year period ending December 31, 2025.

How many Claritev (CTEV) shares does Carol Nutter own after this Form 4 transaction?

After this transaction, Carol Nutter directly owns 30,748 shares of Claritev Class A common stock. The increase comes from 1,884 performance-based restricted stock units that were earned based on revenue performance and recorded at a grant price of $0.00 per share.

What performance period determined the earned PSUs in Claritev’s (CTEV) Form 4 filing?

The earned PSUs were based on Claritev’s revenue for a two-year performance period ending December 31, 2025. The Compensation Committee certified results against revenue targets, which then determined what portion of the original PSU award granted on March 1, 2024 was actually earned.

What percentage of the original PSU award did Carol Nutter earn at Claritev (CTEV)?

Carol Nutter earned 67% of her originally awarded performance-based restricted stock units. This percentage reflects Claritev’s total revenue for the two-year performance period as compared to the revenue target that governed the PSU award’s performance condition under the company’s 2020 Omnibus Incentive Plan.

When will the earned PSUs for Carol Nutter at Claritev (CTEV) vest?

The earned performance-based restricted stock units are scheduled to vest in the first quarter of 2027. Vesting is conditioned on Nutter’s continued employment with Claritev, in line with the terms of the 2020 Omnibus Incentive Plan and the applicable PSU award agreement.

How were the performance conditions for Claritev (CTEV) PSUs determined and certified?

The PSU performance condition is based on Claritev’s revenue over the two-year period ending December 31, 2025. The Compensation Committee of the Board certified that revenue criteria were met, which then established that 67% of the PSUs granted on March 1, 2024 were earned.