ctev-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39228

CLARITEV CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware						84-3536151
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7900 Tysons One Place, Suite 400

McLean, Virginia 22102

(Address of principal executive offices)

(212) 780-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of May 4, 2026, 17,047,789 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

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TABLE OF CONTENTS


			Page
Part I - Financial Information
Item 1. Financial Statements			1
Condensed Consolidated Balance Sheets (unaudited)			1
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)			2
Condensed Consolidated Statements of Shareholders' Deficit (unaudited)			3
Condensed Consolidated Statements of Cash Flows (unaudited)			4
Notes to Condensed Consolidated Financial Statements (unaudited)			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			22
Item 4. Controls and Procedures			22

Part II - Other Information
Item 1. Legal Proceedings			23
Item 1A. Risk Factors			23


Item 5. Other Information			23
Item 6. Exhibits			23
Signature			24

Part I. Financial Information

Item 1. Financial Statements

CLARITEV CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	21,327	$	16,814
Restricted cash	13,401		11,527
Trade accounts receivable, net	140,917		127,615
Prepaid expenses	35,349		31,992
Prepaid taxes	4,101		11,526
Unbilled Independent Dispute Resolution fees, net	13,304		10,563
Other current assets, net	13,868		14,330
Total current assets	242,267		224,367
Property and equipment, net	343,599		326,326
Operating lease right-of-use assets	13,549		13,966
Goodwill	2,405,853		2,405,853
Other intangibles, net	1,798,696		1,884,604
Other assets, net	35,335		33,342
Total assets	$	4,839,299	$	4,888,458
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	59,176	$	60,463
Accrued interest	52,277		100,009

Operating lease obligation, short-term	4,907		4,705
Current portion of long-term debt	14,690		14,690
Accrued compensation	19,672		45,238
Other accrued expenses	38,842		36,253
Total current liabilities	189,564		261,358
Long-term debt	4,574,253		4,560,440
2025 Revolving Credit Facility	125,000		20,000
Operating lease obligation, long-term	15,060		16,236
Deferred income taxes	169,836		197,599

Total liabilities	5,073,713		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	—		—
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 17,743,149 and 17,295,582 issued; 17,000,290 and 16,552,723 shares outstanding as of March 31, 2026 and December 31, 2025, respectively	2		2
Additional paid-in capital	2,402,923		2,398,423
Accumulated deficit	(2,502,980)		(2,429,420)
Accumulated other comprehensive loss	(2,351)		(4,172)
Treasury stock - 742,859 shares as of March 31, 2026 and December 31, 2025	(138,733)		(138,733)
Total shareholders’ (deficit)/equity attributable to Claritev Corporation	(241,139)		(173,900)
Non-controlling interests	6,725		6,725
Total shareholders' deficit	(234,414)		(167,175)
Total liabilities and shareholders’ deficit	$	4,839,299	$	4,888,458

The accompanying notes are an integral part of these condensed consolidated financial statements

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CLARITEV CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025
Revenues	$	244,678	$	231,330
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	69,080		60,436
General and administrative expenses	57,830		46,968
Depreciation	25,183		24,546
Amortization of intangible assets	85,908		85,971
Loss on disposal of leases	38		3,317
Loss on sale of assets	—		350
Total expenses	238,039		221,588
Operating income	6,639		9,742
Interest expense	99,542		91,636
Interest income	(182)		(488)
Transaction costs related to refinancing transaction	—		7,792
Loss on extinguishment of debt	—		670
Net loss before taxes	(92,721)		(89,868)
Benefit for income taxes	(19,161)		(18,549)
Net loss	(73,560)		(71,319)
Less: net loss attributable to non-controlling interests	—		—
Net loss attributable to Claritev Corporation	$	(73,560)	$	(71,319)

Weighted average shares outstanding – Basic and Diluted	16,692,340		16,273,439

Net loss per share – Basic and Diluted	$	(4.41)	$	(4.38)

Net loss attributable to Claritev Corporation	(73,560)		(71,319)
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net of tax	1,821		(1,624)
Comprehensive loss	$	(71,739)	$	(72,943)

The accompanying notes are an integral part of these condensed consolidated financial statements

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CLARITEV CORPORATION

Condensed Consolidated Statements of Shareholders' (Deficit)/Equity (Unaudited)

(in thousands, except share data)


	Three Months Ended March 31, 2026
	Common Stock Issued			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury stock			Non-controlling Interests		Total Shareholders’ (Deficit)/Equity
	Shares	Amount								Shares	Amount
Balance as of December 31, 2025	17,295,582	$	2	$	2,398,423	$	(2,429,420)	$	(4,172)	(742,859)	$	(138,733)	$	6,725	$	(167,175)
Stock-based compensation	414,197	—		6,895				—		—	—		—		6,895
Tax withholding related to vesting of equity awards	—	—		(2,859)		—		—		—	—		—		(2,859)
Gain arising during the period on Interest rate swaps	—	—		—		—		3,466		—	—		—		3,466
Reclassification adjustments for loss included in net loss (interest expense)	—	—		—		—		(1,645)		—	—		—		(1,645)
Issuance of common stock in connection with employee stock purchase plan	33,370	—		464		—		—		—	—		—		464
Net loss	—	—		—		(73,560)		—		—	—		—		(73,560)
Balance as of March 31, 2026	17,743,149	$	2	$	2,402,923	$	(2,502,980)	$	(2,351)	(742,859)	$	(138,733)	$	6,725	$	(234,414)


	Three Months Ended March 31, 2025
	Common Stock Issued			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury stock			Non-controlling Interests		Total Shareholders’ (Deficit)/Equity
	Shares	Amount								Shares	Amount
Balance as of December 31, 2024	16,930,827	$	2	$	2,372,954	$	(2,145,138)	$	(5,063)	(742,859)	$	(138,733)	$	—	$	84,022
Stock-based compensation	260,208	—		6,329		—		—		—	—		—		6,329
Tax withholding related to vesting of equity awards	—	—		(2,884)		—		—		—	—		—		(2,884)
Loss arising during the period on Interest rate swaps	—	—		—		—		(1,330)		—	—		—		(1,330)
Reclassification adjustments for loss included in net loss (interest expense)	—	—		—		—		(294)					—		(294)
Issuance of common stock in connection with employee stock purchase plan	14,613	—		301		—		—		—	—		—		301
Net loss	—	—		—		(71,319)		—		—	—		—		(71,319)
Balance as of March 31, 2025	17,205,648	$	2	$	2,376,700	$	(2,216,457)	$	(6,687)	(742,859)	$	(138,733)	$	—	$	14,825

The accompanying notes are an integral part of these condensed consolidated financial statements

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CLARITEV CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net loss	$	(73,560)	$	(71,319)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	25,183		24,546
Amortization of intangible assets	85,908		85,971
Amortization of the right-of-use asset	556		1,022
Stock-based compensation	6,895		6,329
Deferred income taxes	(28,337)		(52,820)
Amortization of debt discounts and issuance costs	1,554		712
Non-cash interest expense	15,952		10,907
Loss on extinguishment of debt	—		670
Loss on disposal of property and equipment	—		350
Loss on disposal of leases	38		3,317
Changes in assets and liabilities:
Trade accounts receivable, net	(16,043)		(3,708)
Prepaid taxes	7,425		6,747
Prepaid expenses, other current and non-current assets	600		(4,912)
Accounts payable	(1,287)		(51,821)
Other accrued expenses, accrued interest and accrued liabilities	(69,512)		15,074
Operating leases, net	(1,151)		(1,121)
Net cash used in operating activities	(45,779)		(30,056)
Investing activities:
Purchases of property and equipment	(46,767)		(38,866)

Net cash used in investing activities	(46,767)		(38,866)
Financing activities:
Repayments of Term Loan	(3,672)		—
Taxes paid on settlement of vested share awards	(2,859)		(2,884)
Borrowings on 2025 Revolving Credit Facility	145,000		130,000
Repayment of 2025 Revolving Credit Facility	(40,000)		(50,000)
Payment of debt issuance costs	—		(4,267)
Proceeds from issuance of common stock under ESPP	464		301
Net cash provided by financing activities	98,933		73,150
Net increase in cash, cash equivalents and restricted cash	6,387		4,228
Cash, cash equivalents and restricted cash at beginning of period	28,341		29,672
Cash, cash equivalents and restricted cash at end of period	$	34,728	$	33,900

Cash and cash equivalents	$	21,327	$	23,129
Restricted cash	13,401		10,771
Cash, cash equivalents and restricted cash at end of period	$	34,728	$	33,900

Noncash investing and financing activities:
Purchases of property and equipment not yet paid	$	17,046	$	9,694
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	(10,411)
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	(129,311)	$	(82,003)
Income taxes, net of refunds	$	(1,636)	$	(2,532)

The accompanying notes are an integral part of these condensed consolidated financial statements

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CLARITEV CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.General Information and Basis of Accounting

Claritev Corporation (collectively, the "Company", "we", "us", or "our") is a technology, data and insights company focused on improving transparency, affordability and quality across the healthcare system. We bring objective, market-based insights to some of the healthcare system's most complex decisions based on decades of claims expertise. By applying data, analytics, and experience, we help organizations across the healthcare ecosystem better understand costs, pricing, and payment dynamics.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP", "U.S. GAAP", or "generally accepted accounting principles"), and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, Regulation S-X. The condensed consolidated financial statements present the financial position, results of operations, shareholders' deficit, and cash flows of the Company, in accordance with consolidation accounting guidance, are unaudited. All intercompany transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by GAAP on an annual reporting basis. In management's opinion, the condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the balance sheets, statements of operations and comprehensive loss, shareholders' deficit, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

The condensed consolidated financial statements and notes herein should be read in conjunction with the Company's audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.

Certain balances from the prior period have been reclassified to conform to the current period presentation in the condensed consolidated financial statements.

Summary of Significant Accounting Policies

Within the Notes to the Condensed Consolidated Financial Statements, we use "client(s)" synonymously with "customer(s)," and the terms should be understood as interchangeable.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company's estimates and assumptions. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, recoverability of long-lived assets, goodwill, valuation of stock-based compensation awards and income taxes.

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Revenue Recognition

Disaggregation of Revenue

The following table presents revenues disaggregated by services and contract types (in thousands):


	Three Months Ended March 31,
	2026			2025
Claims Intelligence Solutions	$	166,305		$	153,430
PSAV	147,297			138,744
PEPM	11,839			10,731
Other	7,169			3,955
Network Solutions	47,476			46,890
PSAV	26,379			28,882
PEPM	11,650			12,448
Other	9,447			5,560
Payment and Revenue Integrity Solutions	30,897			31,010
PSAV	30,802			30,889
PEPM	95			121
Total Revenues	$	244,678		$	231,330
Percent of PSAV revenues	83.6		%	85.8		%
Percent of PEPM revenues	9.6		%	10.1		%
Percent of other revenues	6.8		%	4.1		%

The Company currently reports revenues from data and analytics solutions in claims intelligence solutions and will likely do so until revenues from this solution line become more significant.

Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. For our percentage of savings ("PSAV") contracts, portions of revenue that are recognized and collected in a reporting period may be returned or credited in subsequent periods. These credits are the result of payers not utilizing the discounts that were initially calculated, or differences between the Company’s estimates of savings achieved for a client and the amounts self-reported in the following month by that same client. Significant judgment is required to estimate constrained variable consideration. We estimate constrained variable consideration based upon client-specific and aggregated factors as well as historical payment yields in addition to client contractual terms and performance guarantees.

The timing of payments from clients may generate contract assets or contract liabilities; however, these amounts are immaterial in the periods presented.

Stock-Based Compensation

On March 1, 2025, the Company began granting a new type of award via the Claritev Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), in the form of cash settled Restricted Stock Units ("cRSUs"). The Company granted 565.6 thousand shares with a fair value at grant date of $8.2 million. The cRSUs vest in two tranches, one-half on each of the first and second anniversaries of the date of the grant. In the first quarter of 2026, the first tranche of cRSUs vested and paid. The second tranche is expected to vest on March 1, 2027.

The Company classifies the cRSUs as a liability on its condensed consolidated balance sheets as their vesting results in payment of cash by the Company. The cRSUs are adjusted to fair value at each reporting date.

Stock-based compensation is recognized as compensation expense, net of forfeitures, over the applicable requisite service period of the stock award using the straight-line method for the awards. The Company recognizes forfeitures as they occur.

New Accounting Pronouncements Recently Adopted

ASU 2025-05 Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets. In July 2025, the FASB issued ASU 2025-05, which reduces the cost and complexity of applying Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This ASU introduced a practical expedient, which simplifies the estimation approach used to determine expected credit losses. The standard is effective for all entities for annual and interim periods beginning after December 15, 2025, with early adoption

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permitted, and applied prospectively. The Company adopted this standard on January 1, 2026 on a prospective basis, which did not materially impact our condensed consolidated financial statements during the quarter ended March 31, 2026.

ASU 2025-06 Intangibles - Goodwill and other Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for software costs that are accounted for under Subtopic 350-40. This ASU changes the cost capitalization threshold by eliminating accounting consideration of software project development stages and enhancing the guidance around the "probable-to-complete" threshold. The standard is effective for all entities for annual and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied using prospective approach, modified transition approach, or retrospective approach for all prior periods presented. The Company early adopted this standard on January 1, 2026 on a prospective basis which did not materially impact our condensed consolidated financial statements during the quarter ended March 31, 2026.

New Accounting Pronouncements Issued but Not Yet Adopted

ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). This ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this standard.

ASU 2025-09 Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements. In November 2025, the FASB issued ASU 2025-09, which is to better portray the economic results of an entity's risk management activities in its financial statements and to make certain targeted improvements to simplify the application of the hedge accounting guidance. The standard is effective for public business entities for annual and interim periods beginning after December 15, 2026, with early adoption permitted, and applied prospectively. We are currently evaluating the impact of this standard.

ASU 2025-11 Interim Reporting (Topic 270) - Narrow-Scope Improvements. In December 2025, the FASB issued ASU 2025-11, which is to improve the navigability of the required interim disclosures and clarifying when the guidance is applicable. The standard is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2028, with early adoption permitted, and applied either prospectively or retrospectively for all prior periods presented. We are currently evaluating the impact of this standard.

ASU 2025-12 Codification Improvements. In December 2025, the FASB issued ASU 2025-12, which is to facilitate Codification updates for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The standard is effective for all entities for annual and interim reporting periods beginning after December 15, 2026, with early adoption permitted, and applied either prospectively or retrospectively for all prior periods presented. We are currently evaluating the impact of this standard.

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2. Goodwill and Other Intangible Assets

Other intangible assets consisted of the following (in thousands):


		March 31, 2026						December 31, 2025
	Weighted-average amortization period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Client relationships	15 years	$	4,199,517	$	(2,721,405)	$	1,478,112	$	4,199,517	$	(2,651,110)	$	1,548,407
Provider network	15 years	896,800		(586,906)		309,894		896,800		(571,959)		324,841
Technology	6 years	21,850		(12,766)		9,084		21,850		(12,213)		9,637
Trade names	9 years	2,670		(1,484)		1,186		2,670		(1,421)		1,249

Non-compete	5 years	1,000		(580)		420		1,000		(530)		470
Total		$	5,121,837	$	(3,323,141)	$	1,798,696	$	5,121,837	$	(3,237,233)	$	1,884,604

Goodwill was as follows (in thousands):


	March 31, 2026		December 31, 2025
Gross goodwill	$	4,489,636	$	4,489,636
Accumulated impairment	(2,083,783)		(2,083,783)
Total goodwill	$	2,405,853	$	2,405,853

No impairment loss related to goodwill or indefinite-lived intangible assets was recorded during the three months ended March 31, 2026 and 2025.

3. Derivative Financial Instruments

The Company is exposed to interest risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800.0 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments.

The Company records derivatives on the condensed consolidated balance sheets at fair value, as described in Note 5, Fair Value Measurements. As of March 31, 2026 and December 31, 2025, the balance of derivatives was $3.7 million and $6.1 million, respectively, which was recorded in Other accrued expenses.

The following table represents the activity of cash flow hedges included in accumulated other comprehensive loss for the periods presented (in thousands):


	2026		2025
Balance as of January 1, net of tax	$	(4,172)	$	(5,063)
Unrealized gain (loss) recognized in other comprehensive income before reclassifications	3,466		(1,330)
Reclassifications of loss recognized to interest expense	(1,645)		(294)
Balance as of March 31, net of tax	$	(2,351)	$	(6,687)

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4. Long-Term Debt

Outstanding long-term debt is summarized below (in thousands):

Character

Priority

Maturity

Repayment

Coupon

March 31, 2026

December 31, 2025

5.750% Notes

Notes

Senior Unsecured

11/1/2028

Par

5.75%

5,310

5.50% Notes

Notes

Senior Secured

9/1/2028

Par

5.50%

5,814

Senior Convertible PIK Notes

Convertible Notes

Senior Unsecured

10/15/2027

Par

Cash 6.00%, or PIK 7.00%

420

First-Out First Lien Term Loans

Term Loan

Senior Secured

12/31/2030

Par

Variable(1)

321,798

322,611

Second-Out First Lien Term Loans

Term Loan

Senior Secured

12/31/2030

Par

Variable(2)

1,132,497

1,135,357

Second-Out First Lien A Notes

Notes

Senior Secured

12/31/2030

Par

Cash 6.50% and PIK 5.00%

635,816

627,998

Second-Out First Lien B Notes

Notes

Senior Secured

12/31/2030

Par

5.750%

763,075

Third-Out First Lien A Notes

Notes

Senior Secured

3/31/2031

107%

Cash 6.00% and PIK 0.75%

769,075

765,520

Third-Out First Lien B Notes

Notes

Senior Secured

3/31/2031

107%

Cash 6.00% and PIK 0.75%

990,706

986,126

Finance lease obligations, non-current

Other

Senior Secured

2028-2029

Par

6.01%-6.78%

163

183

Long-term debt

4,624,674

4,612,414

Less: current portion of long-term debt

(14,690)

Less: debt discounts, net

(17,934)

(18,717)

Less: debt issuance costs, net

(17,797)

(18,567)

Total Long-term debt, net

4,574,253

4,560,440

(1)Interest on the First-Out First Lien Term Loans (as defined below) is calculated, at MPH Acquisition Holdings LLC's ("MPH") option, as (a) Term Secured Overnight Financing Rate ("Term SOFR") (or 0.50%, if higher) plus 3.75% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus 1.00% and (4) 1.50% plus (y) 2.75%.

(2)Interest on the Second-Out First Lien Term Loans (as defined below) is calculated, at MPH's option, as (a) Term SOFR (or 0.50%, if higher) plus the applicable SOFR adjustment plus 4.60% or (b)(x) the highest rate of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, (3) Term SOFR for an interest period of one month plus the applicable SOFR adjustment plus 1.00% and (4) 1.50% plus (y) 3.60%.

As of March 31, 2026, the aggregate future principal payments for long-term debt, excluding non-current finance lease liabilities (based on the outstanding long-term debt as of March 31, 2026 and assuming the payments are made at their respective anticipated payment dates) were as follows (in thousands):


For the years ending December 31,
2026	$	11,018
2027	15,110
2028	25,814
2029	14,690
2030	2,798,099
Thereafter	1,759,780
Total	$	4,624,511

Table of Contents

On January 30, 2025, the Company, MPH and certain other of the Company’s direct and indirect subsidiaries completed the Refinancing Transaction. As used herein, references to the "Refinancing Transaction" are to the below transactions, which were consummated on January 30, 2025:

•separate offers to exchange (i) 5.50% Senior Notes due 2028 issued by MPH ("5.50% Notes") for a portion of (a) "first-out" first lien term loans maturing on December 31, 2030 under that certain Super Senior Credit Agreement, dated as of January 30, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the parent guarantors from time to time party thereto, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender, and a letter of credit issuer (such loans, the "First-Out First Lien Term Loans"), (b) "second-out" 6.50% cash & 5.00% PIK first lien notes due 2030 issued by MPH (the "Second-Out First Lien A Notes") and (c) "second-out" 5.75% first lien notes due 2030 issued by MPH (the "Second-Out First Lien B Notes" and, together with the Second-Out First Lien A Notes, the "Second-Out First Lien Notes"); (ii) 5.750% Senior Notes due 2028 issued by MPH ("5.750% Notes") for a portion of (a) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00% cash & 0.75% PIK first lien notes due 2031 issued by MPH (the "Third-Out First Lien A Notes"); (iii) the 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 ("Senior Convertible PIK Notes") for a portion of (a) Second-Out First Lien A Notes, (b) Second-Out First Lien B Notes and (c) "third-out" 6.00% cash & 0.75% PIK first lien notes due 2031 issued by Claritev (the "Third-Out First Lien B Notes" and, together with the Third-Out First Lien A Notes, the "Third-Out First Lien Notes"); and (iv) MPH’s existing term loans maturing on September 1, 2028 (such loans, the "Prior Term Loans") under that certain Credit Agreement, dated as of August 24, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Prior First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender and a letter of credit issuer for a portion of (a) First-Out First Lien Term Loans and (b) "second-out" first lien term loans maturing on December 31, 2030 under the First Lien Credit Agreement (the "Second-Out First Lien Term Loans") (collectively, the "Exchange Offers");

•(i) the termination of all revolving credit commitments under the Prior First Lien Credit Agreement (such commitments, the "Prior Revolving Credit Commitments") and (ii) the establishment of $350.0 million in "first-out" first lien revolving credit commitments terminating on December 31, 2029 under the First Lien Credit Agreement (such commitments, the "Revolving Commitments");

•the related consent solicitations (the "Consent Solicitations") to (i) holders of the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes to remove substantially all of the covenants, certain events of default and certain other provisions contained in the indentures governing the 5.50% Notes, the 5.750% Notes and the Senior Convertible PIK Notes, and to release all of the collateral securing the 5.50% Notes and (ii) to holders of Prior Term Loans and Prior Revolving Credit Commitments to eliminate substantially all covenants, certain default provisions, and substantially all representations and warranties in the Prior First Lien Credit Agreement, as well as release certain of the collateral and guarantors thereunder, which had the effect of releasing (i) the same guarantors under the indentures governing the 5.50% Notes and the 5.750% Notes and (ii) the same collateral securing the 5.50% Notes; and

•the amendment to the Prior First Lien Credit Agreement (the "Credit Agreement Amendment") to (i) explicitly permit the Refinancing Transaction, (ii) eliminate substantially all affirmative covenants, negative covenants, representations and warranties and events of default set forth in the Prior First Lien Credit Agreement and (iii) release the Released Guarantors from their guarantee obligations and release any and all security interests or liens on the assets of such Released Guarantors.

As used herein, references to "Released Guarantors" are to (i) Benefits Science LLC, (ii) BST Acquisition Corp., (iii) American Lifecare Holdings, Inc., (iv) American Lifecare, Inc., (v) Statewide Independent PPO Inc., (vi) Private Healthcare Systems, Inc., (vii) HST, (viii) HST Acquisition Corp., (ix) Launchpoint Ventures, LLC, (x) DHP Acquisition Corp. and (xi) Data & Decision Science LLC.

SEC Form 10-Q filed by Claritev Corporation