Claritev (CTEV) EVP granted 2,444 revenue-based performance stock units

Rhea-AI Filing Summary

Claritev Corp executive vice president and chief digital officer Kim Michael reported an acquisition of 2,444 shares of Class A common stock at $0.0000 per share through a grant/award transaction. These represent earned performance-based restricted stock units tied to the company’s revenue.

The units were earned at 67% of the original performance award after the compensation committee certified revenue-based results for the two-year period ending December 31, 2025. The PSUs are scheduled to vest in the first quarter of 2027, subject to continued employment. Following this award, Michael directly holds 107,973 shares.

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^*

Kim Michael

(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)
	EVP, Chief Digital 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)		2,444	A	$0	107,973	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 insider transaction did Claritev (CTEV) report for Kim Michael?

Claritev reported that EVP and Chief Digital Officer Kim Michael acquired 2,444 shares of Class A common stock via an award of earned performance-based restricted stock units. The transaction was recorded at a price of $0.0000 per share as a grant/award acquisition.

How many Claritev (CTEV) shares does Kim Michael own after this Form 4?

After the reported transaction, Kim Michael directly holds 107,973 shares of Claritev Class A common stock. This reflects the addition of 2,444 earned performance-based restricted stock units that converted into share-equivalent awards under the company’s 2020 Omnibus Incentive Plan.

What performance criteria determined Kim Michael’s PSU award at Claritev (CTEV)?

The performance-based restricted stock units were tied to Claritev’s total revenue for a two-year performance period ending December 31, 2025. Based on revenue versus target, the participant earned 67% of the originally awarded PSUs under the company’s 2020 Omnibus Incentive Plan.

When will Kim Michael’s performance-based RSUs 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 Kim Michael’s continued employment with Claritev Corporation through that time, as specified in the applicable PSU award agreement and plan documents.

How were Kim Michael’s performance stock units at Claritev (CTEV) approved?

The PSUs were earned after the compensation committee of Claritev’s board certified that revenue-based performance criteria were satisfied. This certification followed an award originally granted on March 1, 2024 under the 2020 Omnibus Incentive Plan and the applicable PSU award agreement.

What percentage of the original PSU award did Kim Michael earn at Claritev (CTEV)?

Kim Michael earned 67% of the originally awarded performance-based restricted stock units. This percentage was determined by comparing Claritev’s total revenue over the two-year performance period ending December 31, 2025 against the revenue target set in the PSU award’s performance condition.