Claritev (CTEV) SVP, General Counsel earns 1,421 performance stock units

Rhea-AI Filing Summary

Claritev Corp reported that SVP and General Counsel Tara O'Neil acquired 1,421 shares of Class A common stock through an earned grant, not an open-market purchase. The award consists of performance-based restricted stock units that were earned after revenue criteria were met for a two-year period ending December 31, 2025.

These performance stock units are scheduled to vest in the first quarter of 2027, subject to her continued employment with Claritev under the company’s 2020 Omnibus Incentive Plan. Following this award, her directly held Class A common stock totaled 26,449 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^*

O'Neil Tara

(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, General Counsel

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)		1,421	A	$0	26,449	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 Corp (CTEV) disclose for Tara O'Neil?

Claritev disclosed that SVP and General Counsel Tara O'Neil acquired 1,421 Class A common shares via an earned equity award. These shares represent performance-based restricted stock units granted under the 2020 Omnibus Incentive Plan rather than an open-market stock purchase.

Was the Claritev (CTEV) insider transaction a stock purchase or an equity award?

The Claritev insider transaction was an equity award, not a market purchase. Tara O'Neil received 1,421 performance-based restricted stock units that converted into Class A common shares after revenue goals were certified as achieved under the company’s long-term incentive plan.

What performance conditions were tied to Tara O'Neil’s Claritev (CTEV) PSU award?

The award was based on Claritev’s total revenue over a two-year performance period ending December 31, 2025. After the Compensation Committee certified results against the revenue target, O'Neil earned 67% of the originally granted performance stock units under the plan’s terms.

When will Tara O'Neil’s earned Claritev (CTEV) performance stock units vest?

The earned performance-based restricted stock units are scheduled to vest in the first quarter of 2027. Vesting remains subject to her continued employment with Claritev Corporation, consistent with the conditions set out in the 2020 Omnibus Incentive Plan and the applicable PSU award agreement.

How many Claritev (CTEV) shares does Tara O'Neil hold after this Form 4 transaction?

After this transaction, Tara O'Neil directly holds 26,449 shares of Claritev Class A common stock. This total reflects the addition of 1,421 shares from the earned performance-based restricted stock unit award reported in the Form 4 insider filing.

What plan governed the Claritev (CTEV) performance stock units granted to Tara O'Neil?

The performance-based restricted stock units were granted under Claritev’s 2020 Omnibus Incentive Plan. The plan and the specific PSU award agreement set the revenue-based performance conditions, certification process, and continued employment requirement for vesting in the first quarter of 2027.