Form 8-K

8-K — Claritev Corp

Accession: 0001793229-26-000065

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001793229

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ctev-20260807.htm (Primary)

EX-99.1 (claritevpressrelease-june3.htm)

GRAPHIC (picture1a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ctev-20260807.htm · Sequence: 1

ctev-20260807

0001793229FALSE00017932292026-08-072026-08-07

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):

August 7, 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

(866) 909-7427

(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. ☐

Unless the context otherwise requires, "we," "us," "our," "Claritev" and the "Company" refer to Claritev Corporation, a Delaware corporation, and its consolidated subsidiaries.

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2026, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2026.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included in this Form 8-K:

Exhibit No. Description of Exhibit

99.1

Press Release, dated August 7, 2026, reporting the Company's financial results for the second quarter ended June 30, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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: August 7, 2026

Claritev Corporation

By: /s/ Douglas M. Garis

Name: Douglas M. Garis

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: claritevpressrelease-june3.htm · Sequence: 2

Document

Claritev Corporation Reports Second Quarter 2026 Results

–Q2 2026 Revenues of $257.5 million grew 6.6% compared to Q2 2025

–Net Loss of $59.2 million

–Adjusted EBITDA of $155.8 million increased 1.1% compared to Q2 2025

(Adjusted EBITDA Margin of 60.5% versus 63.8% in Q2 2025)

McLean, VA — August 7, 2026 — Claritev Corporation (“Claritev” or the “Company”) (NYSE: CTEV), a technology, data and insights company focused on making healthcare more affordable, transparent and fair for all, today reported financial results for the second quarter ended June 30, 2026.

“Claritev once again demonstrated the strength of our vision and strategy in the second quarter of 2026, delivering financial results above expectations with solid execution across the company. We are one year into a transformation program that has seen our company operate with greater clarity, alignment, and focus. This transformation is most notably highlighted by a broader portfolio of solutions, expanded vertical sales markets, heightened focus on AI as both an operational and innovation lever, and a company-wide focus on execution that is building a foundation for long term, sustainable, and ultimately faster growth,” said Travis Dalton, Chairman, CEO and President of Claritev.

Mr. Dalton added, “This success is most clearly reflected in our bookings which were spread across solutions and verticals, with notable strength in the TPA market where we closed several seven-figure transactions. With more than $70 million in bookings through the first half of 2026, we are well on our way to achieving our full year target of $100 million which would represent 50% growth over 2025 and is a leading indicator of continued growth in 2027 and beyond.”

Doug Garis, Claritev Chief Financial Officer, commented, “Our second quarter results mark five straight quarters of year over year revenue growth, demonstrating the consistency and quality of Claritev’s core, and the growth opportunities created by our expansion into new markets and verticals. We have outperformed revenue and Adjusted EBITDA in the first half of the year for the simple reason that our company’s #1 focus is on client success. This is true of our sales, product, support and finance teams, augmented by the favorable market trends that helped drive our return to top line growth in 2025. We are particularly happy by the breadth of our bookings which is diversifying our business and serves as the true foundation for delivering against the financial objectives we presented at our Investor Day in March.”

Business and Financial Highlights

•Revenues of $257.5 million for Q2 2026, an increase of 6.6%, compared to revenues of $241.6 million for Q2 2025.

•Net loss of $59.2 million for Q2 2026, compared to net loss of $62.6 million for Q2 2025.

•Adjusted EBITDA of $155.8 million for Q2 2026, an increase of 1.1%, compared to Adjusted EBITDA of $154.0 million for Q2 2025.

•Net cash provided by operating activities of $92.7 million for Q2 2026, compared to net cash provided by operating activities of $61.2 million for Q2 2025.

•Free Cash Flow of $54.6 million for Q2 2026, compared to Free Cash Flow of $36.6 million for Q2 2025.

•The Company ended Q2 2026 with $14.4 million of unrestricted cash and cash equivalents on the balance sheet.

2026 Financial Guidance1

The Company is updating its full-year 2026 guidance, detailed in the table below:

Financial Metric Prior FY 2026 Guidance Updated FY 2026 Guidance

(as of 5/7/2026) (as of 8/7/2026)

Revenues $985 million to $1 billion $1 billion to $1.02 billion

Adjusted EBITDA1

$605 million to $615 million $610 million to $620 million

Capital expenditures $160 million to $170 million $160 million to $170 million

Effective tax rate 24% to 28% 24% to 28%

Free Cash Flow $0 million to $10 million $5 million to $15 million

Conference Call Information

The Company will host a conference call today, Friday, August 7, 2026 at 8:00 a.m. U.S. Eastern Time (ET) to discuss its financial results. A live webcast of the conference call can be accessed through the Investor Relations section of the Company’s website at investors.claritev.com/financial-information/quarterly-results. Participants should join the webcast ten minutes prior to the start of the conference call. The earnings press release and supplemental slide deck will also be available on this section of the Company’s website.

Participants wishing to join the operator assisted call can dial 646-968-2525 and reference Conference ID 2181839.

A replay of the conference call will be available after the call through the webcast archived on the Investor Relations section of the Company’s website.

About Claritev

Claritev is a healthcare technology, data, and insights company focused on delivering affordability, transparency, and quality across the healthcare system. Led by deeply experienced associates, data scientists, and innovators, Claritev provides technology-enabled solutions fueled by decades of claims expertise. The company leverages advanced analytics and AI to power a robust enterprise platform that delivers clear, actionable insights to support affordability, price transparency, and optimized network and benefits design. By supporting key stakeholders — including payers, employers, patients, providers, and third parties — Claritev is dedicated to making healthcare more accessible and affordable for all. Claritev serves more than 750 healthcare payers, over 100,000 employers, 60 million consumers, and 1.4 million contracted providers. For more information, visit claritev.com.

1 We have not reconciled the forward-looking Adjusted EBITDA guidance included above to the most directly comparable GAAP (as defined below) measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transaction-related expenses, and certain fair value measurements, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.

Investor Relations Contacts

Todd Friedman

Head of Investor Relations and Strategic Communications

Claritev

investor@claritev.com

Media Relations Contact

Jen O’Connor

VP, Brand Marketing

Claritev

press@claritev.com

Forward Looking Statements

This press release contains forward-looking statements regarding our opinions, beliefs, projections, business plans and expectations. These forward-looking statements may differ materially from actual results due to a variety of factors and can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “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 in a number of places throughout this press release, including, but not limited to, statements relating to our ability to deliver anticipated results; our ability to successfully implement our transformation plan; the anticipated growth of our business, including our expansion into new markets and verticals; our 2026 outlook and guidance; and the long-term prospects of the Company. Such forward-looking statements are based on available current market information and management’s expectations, beliefs and forecasts 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 results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include: loss of, or a significant reduction in the work we do for, our clients, particularly our largest clients; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our solutions; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient financial responsibility for services; effects of competition; effects of pricing pressure; the inability of our clients to pay for our solutions; changes in our industry and in industry standards and technology; adverse outcomes related to litigation or governmental proceedings; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to maintain the licenses or right of use for the software we use; our ability to protect proprietary information, processes and applications; our inability to expand our network infrastructure; inability to preserve or increase our existing market share or the size of our preferred provider organization networks; decreases in discounts from providers; pressure to limit access to preferred provider networks; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to obtain additional financing or capital to meet our objectives; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; changes in accounting principles or the incurrence of impairment charges; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; other factors disclosed in our Securities and Exchange Commission (“SEC”) filings; and other factors beyond our control.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance 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 SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected 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.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow, unlevered free cash flow and adjusted cash conversion ratio. A non-GAAP financial measure is generally defined as a numerical measure of a company’s financial or operating performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, free cash flow, unlevered free cash flow and adjusted cash conversion ratio are supplemental measures of Claritev’s performance that are not required by or presented in accordance with GAAP. These measures are not measurements of our financial or operating performance under GAAP, have limitations as analytical tools and should not be considered in isolation or as an alternative to net (loss) income, cash flows or any other measures of performance prepared in accordance with GAAP.

EBITDA represents net (loss) income before interest expense, interest income, income tax provision (benefit), depreciation, amortization of intangible assets, and non-income taxes. Adjusted EBITDA is EBITDA as further adjusted by certain items as described in the table below.

In addition, in evaluating EBITDA and Adjusted EBITDA you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and Adjusted EBITDA. The presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Based on our industry and debt financing experience, we believe that EBITDA and Adjusted EBITDA are customarily used by investors, analysts and other interested parties to provide useful information regarding a company’s ability to service and/or incur indebtedness.

We also believe that Adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Both EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and

•Although depreciation and amortization are non-cash charges, the tangible assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

Claritev’s presentation of Adjusted EBITDA should not be construed as an inference that our future results and financial position will be unaffected by unusual items.

Free cash flow is defined as net cash provided by operating activities less capital expenditures, all as disclosed in the Consolidated Statements of Cash Flows. Unlevered free cash flow is defined as net cash provided by operating activities less capital expenditures, plus cash interest paid, all as disclosed in the condensed consolidated statements of cash flows. Free cash flow and unlevered free cash Flow are measures of our operational performance used by management to evaluate our business after purchases of property and equipment and, in the case of unlevered free cash flow, prior to the impact of our capital structure. Free cash flow and unlevered free cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, Claritev’s definitions of free cash flow and unlevered free cash flow are limited, in that they do not represent residual cash flows available for discretionary expenditures, due to the fact that the measures do not deduct the payments required for debt service, in the case of unlevered free cash flow, and other contractual obligations or payments made for business acquisitions.

Adjusted cash conversion ratio is defined as unlevered free cash flow divided by Adjusted EBITDA. Claritev believes that the presentation of the adjusted cash conversion ratio provides useful information to investors because it is an financial performance measure that shows how much of its Adjusted EBITDA Claritev converts into unlevered free cash flow.

CLARITEV CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 14,373 $ 16,814

Restricted cash 13,302 11,527

Trade accounts receivable, net 130,901 127,615

Prepaid expenses 31,489 31,992

Prepaid taxes 5,364 11,526

Unbilled Independent Dispute Resolution fees, net 17,995 10,563

Other current assets, net 22,994 14,330

Total current assets 236,418 224,367

Property and equipment, net 359,561 326,326

Operating lease right-of-use assets 13,023 13,966

Goodwill 2,405,853 2,405,853

Other intangibles, net 1,712,788 1,884,604

Other assets, net 36,214 33,342

Total assets $ 4,763,857 $ 4,888,458

Liabilities and Shareholders’ Deficit

Current liabilities:

Accounts payable $ 56,665 $ 60,463

Accrued interest 99,708 100,009

Operating lease obligation, short-term 4,609 4,705

Current portion of long-term debt 14,690 14,690

Accrued compensation 27,746 45,238

Other accrued expenses 34,089 36,253

Total current liabilities 237,507 261,358

Long-term debt 4,588,160 4,560,440

2025 Revolving Credit Facility 70,000 20,000

Operating lease obligation, long-term 14,304 16,236

Deferred income taxes 141,725 197,599

Total liabilities 5,051,696 5,055,633

Commitments and contingencies (Note 7)

Shareholders’ deficit:

Shareholder interests

Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued — —

Class A Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 17,814,829 and 17,295,582 issued; 16,935,754 and 16,552,723 shares outstanding as of June 30, 2026 and December 31, 2025, respectively 2 2

Additional paid-in capital 2,410,831 2,398,423

Accumulated deficit (2,562,206) (2,429,420)

Accumulated other comprehensive loss (955) (4,172)

Treasury stock - 879,075 and 742,859 shares as of March 31, 2026 and December 31, 2025, respectively (142,236) (138,733)

Total shareholders’ (deficit)/equity attributable to Claritev Corporation (294,564) (173,900)

Non-controlling interests 6,725 6,725

Total shareholders' deficit (287,839) (167,175)

Total liabilities and shareholders’ deficit $ 4,763,857 $ 4,888,458

CLARITEV CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 257,478 $ 241,570 $ 502,156 $ 472,900

Costs of services (exclusive of depreciation and amortization of intangible assets shown below) 67,667 60,823 136,747 121,259

General and administrative expenses 55,389 51,118 113,219 98,086

Depreciation 24,796 25,261 49,979 49,807

Amortization of intangible assets 85,908 85,971 171,816 171,942

Loss on disposal of leases 252 1,689 290 5,006

Loss on disposal of assets 57 130 57 480

Total expenses 234,069 224,992 472,108 446,580

Operating income 23,409 16,578 30,048 26,320

Interest expense 100,253 99,746 199,795 191,382

Interest income (195) (323) (377) (811)

Transaction costs related to refinancing transaction — 87 — 7,879

Loss on extinguishment of debt — — — 670

Net loss before taxes (76,649) (82,932) (169,370) (172,800)

Benefit for income taxes (17,423) (20,292) (36,584) (38,841)

Net loss (59,226) (62,640) (132,786) (133,959)

Less: net loss attributable to non-controlling interests — — — —

Net loss attributable to Claritev Corporation $ (59,226) $ (62,640) $ (132,786) $ (133,959)

Weighted average shares outstanding – Basic and Diluted 16,964,960 16,453,896 16,830,361 16,364,573

Net loss per share – Basic and Diluted $ (3.49) $ (3.81) $ (7.89) $ (8.19)

Net loss attributable to Claritev Corporation (59,226) (62,640) (132,786) (133,959)

Other comprehensive income (loss)

Change in unrealized gain (loss) on interest rate swaps, net of tax 1,396 753 3,217 (871)

Comprehensive loss $ (57,830) $ (61,887) $ (129,569) $ (134,830)

CLARITEV CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating activities:

Net loss $ (59,226) $ (62,640) $ (132,786) $ (133,959)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation 24,796 25,261 49,979 49,807

Amortization of intangible assets 85,908 85,971 171,816 171,942

Amortization of the right-of-use asset 566 787 1,122 1,809

Stock-based compensation 7,375 6,706 14,270 13,035

Deferred income taxes (28,552) (46,862) (56,889) (99,682)

Amortization of debt discounts and issuance costs 1,577 1,053 3,131 3,007

Non-cash interest expense 16,022 16,364 31,974 26,029

Loss on extinguishment of debt — — — 670

Loss on disposal of assets 57 130 57 480

Loss on disposal of leases 252 1,689 290 5,006

Changes in assets and liabilities:

Trade accounts receivable, net 5,325 (30,113) (10,718) (33,821)

Prepaid taxes (1,263) — 6,162 6,747

Prepaid expenses, other current and non-current assets (6,145) (2,719) (5,545) (7,631)

Accounts payable (2,511) (8,925) (3,798) (42,896)

Other accrued expenses, accrued interest and accrued liabilities 49,836 75,768 (19,676) 72,992

Operating leases, net (1,346) (1,233) (2,497) (2,354)

Net cash provided by operating activities 92,671 61,237 46,892 31,181

Investing activities:

Purchases of property and equipment (38,080) (24,623) (84,847) (63,489)

Net cash used in investing activities (38,080) (24,623) (84,847) (63,489)

Financing activities:

Repayments of Term Loan (3,674) (3,674) (7,346) (3,674)

Taxes paid on settlement of vested share awards (4) — (2,863) (2,884)

Borrowings on 2025 Revolving Credit Facility 25,000 — 170,000 130,000

Repayment of 2025 Revolving Credit Facility (80,000) — (120,000) (50,000)

Payment of debt issuance costs — — — (4,267)

Proceeds from issuance of common stock under ESPP 537 448 1,001 749

Repurchases of treasury stock (3,503) — (3,503) —

Net cash (used in) provided by financing activities (61,644) (3,226) 37,289 69,924

Net (decrease) increase in cash, cash equivalents and restricted cash (7,053) 33,388 (666) 37,616

Cash, cash equivalents and restricted cash at beginning of period $ 34,728 $ 33,900 $ 28,341 $ 29,672

Cash, cash equivalents and restricted cash at end of period 27,675 67,288 27,675 67,288

Cash and cash equivalents 14,373 56,390 14,373 56,390

Restricted cash $ 13,302 $ 10,898 $ 13,302 $ 10,898

Cash, cash equivalents and restricted cash at end of period 27,675 67,288 27,675 67,288

Noncash investing and financing activities:

Purchases of property and equipment not yet paid $ 19,781 $ 15,027 $ 19,781 $ 15,027

Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 478 $ 5,316 $ 478 $ 5,316

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Interest $ (34,891) $ (35,507) $ (164,202) $ (117,510)

Income taxes, net of refunds $ (12,571) $ (41,445) $ (14,207) $ (43,977)

CLARITEV CORPORATION

Calculation of EBITDA and Adjusted EBITDA

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ (59,226) $ (62,640) $ (132,786) $ (133,959)

Adjustments:

Interest expense 100,253 99,746 199,795 191,382

Interest income (195) (323) (377) (811)

Benefit for income tax (17,423) (20,292) (36,584) (38,841)

Depreciation 24,796 25,261 49,979 49,807

Amortization of intangible assets 85,908 85,971 171,816 171,942

Non-income taxes — 563 — 1,116

EBITDA $ 134,113 $ 128,286 $ 251,843 $ 240,636

Adjustments:

Legal expenses associated with antitrust matters 2,572 4,399 11,182 4,399

Loss on disposal of assets, including right-of-use assets 309 1,809 347 5,476

Transformation costs(1)

9,250 7,925 21,040 15,653

Integration expenses — 133 — 513

Transaction costs related to refinancing transaction — 87 — 7,879

Loss on extinguishment of debt — — — 670

Stock-based compensation, including cRSUs 9,530 9,098 15,358 15,816

Other expenses, net(2)

25 2,291 2,943 5,055

Adjusted EBITDA $ 155,799 $ 154,028 $ 302,713 $ 296,097

(1) "Transformation costs" represent costs directly associated with our multi-year transformation program called Vision 2030 which includes internal personnel costs for employees that have been either hired or redeployed and are fully dedicated to transformation activities, as well as other non-recurring and duplicative costs. At such time that internal personnel are redeployed to non-transformation activities, they will no longer be included as an adjustment herein.

(2) "Other expenses, net" represents impairment of other assets, non-integration related severance costs, start-up costs related to international expansion and miscellaneous non-recurring expenses.

CLARITEV CORPORATION

Calculation of Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by operating activities $ 92,671 $ 61,237 $ 46,892 $ 31,181

Purchases of property and equipment (38,080) (24,623) (84,847) (63,489)

Free cash flow 54,591 36,614 (37,955) (32,308)

Interest paid 34,891 35,507 164,202 117,510

Unlevered Free Cash Flow $ 89,482 $ 72,121 $ 126,247 $ 85,202

Adjusted EBITDA $ 155,799 $ 154,028 $ 302,713 $ 296,097

Adjusted Cash Conversion Ratio 57 % 47 % 42 % 29 %

Net cash used in investing activities $ (38,080) $ (24,623) $ (84,847) $ (63,489)

Net cash (used in) provided by financing activities $ (61,644) $ (3,226) $ 37,289 $ 69,924

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v3.26.1

Cover

Aug. 07, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 07, 2026

Entity Registrant Name

Claritev Corporation

Entity Incorporation, State or Country Code

Entity File Number

001-39228

Entity Tax Identification Number

84-3536151

Entity Address, Address Line One

7900 Tysons One Place, Suite 400

Entity Address, City or Town

McLean

Entity Address, State or Province

Entity Address, Postal Zip Code

22102

City Area Code

866

Local Phone Number

909-7427

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Shares of Class A Common Stock, $0.0001 par value per share

Trading Symbol

CTEV

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001793229

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration