Claritev Corporation

02/26/2026 | Press release | Distributed by Public on 02/26/2026 05:15

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with Part I, Item 1A. "Risk Factors", our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. For further discussion of our products and solutions, technology and competitive strengths, refer to Item 1. "Business". For discussion related to changes in financial condition and the results of operations for fiscal year 2024compared to fiscal year 2023, refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for fiscal year 2024, which was filed with the SEC on February 26, 2025.
Company Overview
Claritev 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. This clarity enables more informed decision-making, reduces friction, and improves how the healthcare system functions in service of greater affordability, alignment, and long-term sustainability.
Although the end beneficiaries of our solutions are employers and other plan sponsors and their health plan members, our direct clients are typically payers, including payers providing administrative services only, and TPAs, who go to market with our solutions to those end clients. We offer these payers a single interface to our solutions, which are used in combination or individually to reduce the medical cost burden on their health plan clients by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims.
The Company, primarily through its operating subsidiary, Multiplan, Inc., d/b/a Claritev, offers its solutions nationally through a range of solution lines, which include:
•Claims Intelligence Solutionsare designed to reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Within our claims intelligence solutions, the claim pricing solutions are generally priced based on a percentage of savings achieved. Also included in this category are solutions that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These solutions are generally priced at a bundled PEPM rate;
•Network Solutions are designed to reduce medical cost by providing access to contracted discounts with healthcare providers with whom payers do not have a contractual relationship, through our expansive network of healthcare providers, which forms one of the largest independent preferred provider organizations in the United States. Our network solutions are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This solution category also includes customized network development and management services for payers seeking to expand their network footprint using outsourced services. These solutions are generally priced on a per provider contract or other project-based price;
•Payment and Revenue Integrity Solutionsare designed to reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and revenue integrity solutions are generally priced based on a percentage of savings achieved; and
•Data and Analytics Solutionsare designed to reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive, and prescriptive analytics that enable clients to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. Data and analytics solutions are generally priced based on a subscription, licensing, or per-member-per month basis. 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.
In 2025, the Company advanced its long-term growth strategy by initiating its first international market expansion into the Middle East and North Africa ("MENA") region starting with a strategic partnership with Claims Care Revenue Cycle Management LLC ("Claims Care"), a division of Burjeel Holdings. We signed additional revenue-generating opportunities with other healthcare organizations and are expanding our partnerships and alliances to build and deliver state-of-the-art solutions, tailored to the needs of the MENA market and beyond.
We believe our solutions provide a strong value proposition to payers, their health plan clients and healthcare consumers, as well as to providers. Overall, our solution offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our solutions is linked to the savings we identify, we believe our revenue model is aligned with the interests of our clients.
We group our claims charges into two categories that correspond to differing characteristics of identified savings performance:
•Commercial Health Plans. This category primarily represents our claims intelligence solutions and network solutions claims. These claims are pre-payment in nature, generate savings through repricing, and are characterized by a higher percentage of potential medical cost savings as a percentage of medical charges processed. For the year ended December 31, 2025, this category represented approximately 84.5%of our revenues. Solutions included in this category are as follows:
◦Claims Intelligence Solutions
▪Reference-Based Pricing
▪Negotiation Services
▪Surprise Billing Services
◦Network Solutions
▪Primary Networks
▪Complementary Networks
▪Government Networks
▪Network Management Services
◦Payment and Revenue Integrity Solutions
▪Clinical Negotiation
•Payment & Revenue Integrity Solutions, Property & Casualty, and Other. This category includes claims that typically generate savings at a lower percentage of charge volumes or that are processed on a per-claim or flat fee basis (rather than a percentage of savings basis), as well as other network solutions. These claims are both pre-payment and post-payment in nature. For the year ended December 31, 2025, this category represented approximately 15.5%of our revenues. Solutions included in this category are as follows:
◦Payment and Revenue Integrity Solutions
▪Pre-Payment Integrity
▪Coordination of Benefits
▪Subrogation
▪Data Mining
▪Revenue Integrity
◦Network Solutions
▪Property & Casualty Network Services (pre-payment)
▪Other network services
The following table presents the medical charges processed and the potential savings identified across our products and revenue streams, including PEPM and percentage of savings ("PSAV"), for the periods presented (in billions):
Year Ended December 31,
2025 2024 2023
Commercial Health Plans
Medical charges processed $ 86.5 $ 80.2 $ 75.1
Potential medical cost savings $ 23.2 $ 23.2 $ 21.7
Potential savings as % of charges 26.8% 28.9% 28.9%
Payment & Revenue Integrity, Property & Casualty, and Other
Medical charges processed $ 93.3 $ 97.4 $ 93.6
Potential medical cost savings $ 1.8 $ 1.4 $ 1.3
Potential savings as % of charges 1.9% 1.4% 1.4%
Total
Medical charges processed $ 179.8 $ 177.6 $ 168.7
Potential medical cost savings $ 25.0 $ 24.6 $ 23.0
Potential savings as % of charges 13.9% 13.9% 13.6%
Medical charges processed represent the aggregate dollar amount of claims processed by our cost management and payment and revenue integrity solutions in the period presented. Not all medical charges processed will generate savings, therefore revenues. The dollar amount of the claim for the purposes of this calculation is the dollar amount of the claim prior to any reductions that may be made as a result of the claim being processed by our solutions.
Potential medical cost savings represent the aggregate amount of potential savings in dollars identified by our cost management and payment and revenue integrity solutions in the period presented. Since certain of our fees are based on the amount of savings achieved by our clients, and our clients are the final adjudicator of the claims and may choose not to reduce claims or reduce claims by only a portion of the potential savings identified, potential medical cost savings may not directly correlate with the amount of fees earned in connection with the processing of such claims.
Reverse Stock Split
On September 20, 2024, the Company effected a one-for-forty (1-for-40) reverse stock split of its Class A common stock (the "Reverse Stock Split").
References to Class A common stock, warrants to purchase Class A common stock, options to purchase Class A common stock, restricted stock units, share data, per share data and conversion rates with respect to convertible notes and related information contained in the consolidated financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
Non-GAAP Financial Measures
We use EBITDA, Adjusted EBITDA and Adjusted Earnings Per Share ("Adjusted EPS") to evaluate our financial performance. EBITDA, Adjusted EBITDA and Adjusted EPS are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business.
These measurements of financial performance have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, they may not be comparable to other similarly titled measures of other companies. Some of these limitations are:
•such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•such measures do not reflect changes in, or cash requirements for, our working capital needs;
•such measures do not reflect the significant interest expense, or cash requirements necessary to service interest or principal payments on our debt;
•such measures do not reflect any cash requirements for any future replacement of depreciated assets;
•such measures do not reflect the impact of stock-based compensation upon our results of operations;
•such measures do not reflect our income tax (benefit) expense or the cash requirements to pay our income taxes;
•such measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
•other companies in our industry may calculate these measures differently from how we do, limiting their usefulness as a comparative measure.
In evaluating EBITDA, Adjusted EBITDA and Adjusted EPS, you should be aware that in the future we may incur expenses similar to those eliminated in the presentation.
EBITDA, Adjusted EBITDA and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net (loss) income adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, loss on sale of assets, including right-of-use assets, transformation costs, integration expenses, transaction costs related to refinancing transaction, transaction-related expenses, loss (gain) on debt extinguishment, loss on the sale of equity investments, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and
intangible assets and stock-based compensation, including restricted stock units granted based on a fixed monetary amount, or cRSUs. See our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.
Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net (loss) income adjusted for amortization of intangible assets, other expense, net, loss on sale of assets, including right-of-use assets, transformation costs, integration expenses, transaction costs related to refinancing transaction, transaction-related expenses, loss (gain) on debt extinguishment, loss on the sale of equity investments, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and intangible assets, stock-based compensation, including cRSUs and estimated tax effect of adjustments to arrive at Adjusted net (loss) income divided by our basic and diluted weighted average number of shares outstanding.
The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented (in thousands):
Year Ended December 31,
2025 2024 2023
Net loss $ (284,282) $ (1,645,831) $ (91,697)
Adjustments:
Interest expense 392,022 326,371 333,208
Interest income (1,561) (3,130) (8,233)
Benefit for income tax (88,796) (124,881) (15,363)
Depreciation 101,669 88,190 77,323
Amortization of intangible assets 343,757 343,883 342,694
Non-income taxes 2,065 2,338 2,283
EBITDA $ 464,874 $ (1,013,060) $ 640,215
Adjustments:
Other expenses, net(1)
28,364 5,402 3,472
Loss on sale of assets, including right-of-use assets 16,293 8,595 851
Loss on sale of equity investments 2,667 - -
Transformation costs(2)
44,954 - -
Integration expenses 597 2,683 3,358
Transaction costs related to refinancing transaction 8,045 63,930 -
Transaction-related expenses - - 8,064
Loss (gain) on extinguishment of debt 670 (5,913) (53,968)
Change in fair value of Private Placement Warrants and Unvested Founder Shares - (477) (1,965)
Loss on impairment of goodwill and intangible assets - 1,488,863 -
Stock-based compensation, including cRSUs 36,093 26,645 18,018
Adjusted EBITDA $ 602,557 $ 576,668 $ 618,045
(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, non-integration related severance costs, legal expenses associated with antitrust matters and start-up costs related to international expansion.
(2)"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. Internal personnel expense included in the Transformation costs for the year ended December 31, 2025 amounted to $16.9 million.
The following table presents a reconciliation of net loss to Adjusted EPS for the periods presented (in thousands, except share and per share data):
Year Ended December 31,
2025 2024 2023
Net loss $ (284,282) $ (1,645,831) $ (91,697)
Adjustments:
Amortization of intangible assets 343,757 343,883 342,694
Other expenses, net(1)
28,364 5,402 3,472
Loss on sale of assets, including right-of-use assets 16,293 8,595 851
Loss on sale of equity investments 2,667 - -
Transformation costs(2)
44,954 - -
Integration expenses 597 2,683 3,358
Transaction costs related to refinancing transaction 8,045 63,930 -
Transaction-related expenses - - 8,064
Loss (gain) on extinguishment of debt 670 (5,913) (53,968)
Change in fair value of Private Placement Warrants and Unvested Founder Shares - (477) (1,965)
Loss on impairment of goodwill and intangible assets - 1,488,863 -
Stock-based compensation, including cRSUs 36,093 26,645 18,018
Estimated tax effect of adjustments (103,059) (130,076) (79,781)
Adjusted net income $ 94,099 $ 157,704 $ 149,046
Weighted average shares outstanding - Basic and Diluted(3)
16,434,919 16,147,506 16,128,366
Net loss per share - Basic and Diluted $ (17.30) $ (101.92) $ (5.69)
Adjusted earnings per share $ 5.73 $ 9.77 $ 9.24
(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, non-integration related severance costs, legal expenses associated with antitrust matters and start-up costs related to international expansion.
(2)"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. Internal personnel expenses included in the Transformation costs for the year ended December 31, 2025 amounted to $16.9 million.
(3)Shares, Class A common stock and additional paid-in capital have been retroactively adjusted for all periods presented to reflect the one-for-forty (1-for-40) reverse stock split that became effective on September 20, 2024. See Note 1, General Informationof the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Results of Operations
The following table presents the results of operations for the periods presented (in thousands):
Year Ended December 31,
2025 vs. 2024 Change
2024 vs. 2023 Change
2025 2024 2023 $ Change % Change $ Change % Change
Revenues $ 965,413 $ 930,624 $ 961,524 $ 34,789 3.7 % $ (30,900) (3.2) %
Costs of services (exclusive of depreciation and amortization of intangible assets shown below) 253,411 239,404 235,468 14,007 5.9 % 3,936 1.7 %
General and administrative expenses 221,518 150,891 143,182 70,627 46.8 % 7,709 5.4 %
Depreciation 101,669 88,190 77,323 13,479 15.3 % 10,867 14.1 %
Amortization of intangible assets 343,757 343,883 342,694 (126) - % 1,189 0.3 %
Loss on impairment of goodwill and intangible assets - 1,488,863 - (1,488,863) (100.0) % 1,488,863 n/a
Loss on disposal of leases 6,936 729 24 6,207 851.4 % 705 2937.5 %
Loss on sale of assets 9,357 8,595 851 762 8.9 % 7,744 910.0 %
Total expenses 936,648 2,320,555 799,542 (1,383,907) (59.6) % 1,521,013 190.2 %
Operating income (loss) 28,765 (1,389,931) 161,982 1,418,696 (102.1) % (1,551,913) (958.1) %
Interest expense 392,022 326,371 333,208 65,651 20.1 % (6,837) (2.1) %
Interest income (1,561) (3,130) (8,233) 1,569 (50.1) % 5,103 (62.0) %
Transaction costs related to refinancing transaction 8,045 63,930 - (55,885) (87.4) % 63,930 n/a
Loss (gain) on extinguishment of debt 670 (5,913) (53,968) 6,583 (111.3) % 48,055 (89.0) %
Loss on sale of equity investment 2,667 - - 2,667 n/a - n/a
Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares - (477) (1,965) 477 (100.0) % 1,488 (75.7) %
Net loss before taxes (373,078) (1,770,712) (107,060) 1,397,634 (78.9) % (1,663,652) 1553.9 %
Benefit for income taxes (88,796) (124,881) (15,363) 36,085 (28.9) % (109,518) 712.9 %
Net loss (284,282) (1,645,831) (91,697) 1,361,549 (82.7) % (1,554,134) 1694.9 %
Less: net loss attributable to non-controlling interests - - - - n/a - n/a
Net loss attributable to Claritev Corporation $ (284,282) $ (1,645,831) $ (91,697) $ 1,361,549 (82.7) % $ (1,554,134) 1694.9 %
Revenues
The following table presents the total revenue for the periods presented (in thousands, except percentages):
Year Ended December 31, 2025 vs. 2024 Change 2024 vs. 2023 Change
2025 2024 2023 $ Change % Change $ Change % Change
Claims intelligence solutions $ 639,861 $ 634,767 $ 625,754 $ 5,094 0.8 % $ 9,013 1.4 %
Network solutions 206,685 185,281 223,394 21,404 11.6 % (38,113) (17.1) %
Payment and revenue integrity solutions 118,867 110,576 112,376 8,291 7.5 % (1,800) (1.6) %
Total revenue $ 965,413 $ 930,624 $ 961,524 $ 34,789 3.7 % $ (30,900) (3.2) %
Claims intelligence solutions revenues increased $5.1 million, or 0.8%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase in revenues was primarily due to an increase in Data iSight and Financial Negotiation services, partially offset by a decrease in Surprise Bill Services, primarily related to client and program attrition.
Network solutions revenues increased $21.4 million, or 11.6%, in the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase in revenues was primarily related to an increase in the Property and Casualty service line, resulting from $18.0 million of one-time revenue from a newly established channel partner.
Payment and revenue integrity solutions revenues increased$8.3 million, or 7.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increasewas primarily due to an increase in our Clinical Review and Payment Accuracy solution, partially offset by a decrease in our Revenue Integrity solution.
Costs of Services (exclusive of depreciation and amortization of intangible assets)
The following table presents the total cost of services for the periods presented (in thousands, except percentages):
Year Ended December 31, 2025 vs. 2024 Change 2024 vs. 2023 Change
2025 2024 2023 $ Change % Change $ Change % Change
Personnel expenses excluding stock-based compensation $ 191,849 $ 186,132 $ 188,910 $ 5,717 3.1 % $ (2,778) (1.5) %
Stock-based compensation, including cRSUs 10,325 8,080 5,532 2,245 27.8 % 2,548 46.1 %
Access and bill review fees 25,117 21,886 19,327 3,231 14.8 % 2,559 13.2 %
Other cost of service expenses 26,120 23,306 21,699 2,814 12.1 % 1,607 7.4 %
Total cost of services $ 253,411 $ 239,404 $ 235,468 $ 14,007 5.9 % $ 3,936 1.7 %
The increase in costs of services of $14.0 million, or 5.9%, for the year ended December 31, 2025as compared to the year ended December 31, 2024was primarily due to an increase in compensation expense of $5.7 million, primarily due to increased headcount and incentive bonus and increases in access and bill review fees of $3.2 million due to higher revenue volume.
General and Administrative Expenses
The following table presents the total general and administrative expenses for the periods presented (in thousands, except percentages):
Year Ended December 31,
2025 vs. 2024 Change
2024 vs. 2023 Change
2025 2024 2023 $ Change % Change $ Change % Change
Personnel expenses excluding stock-based compensation $ 62,956 $ 64,046 $ 60,152 $ (1,090) (1.7) % $ 3,894 6.5 %
Stock-based compensation, including cRSUs 25,768 18,565 12,486 7,203 38.8 % 6,079 48.7 %
Transaction-related expenses - - 8,064 - n/a (8,064) (100.0) %
Transformation costs 44,954 - - 44,954 n/a - n/a
Other general and administrative expenses 87,840 68,280 62,480 19,560 28.6 % 5,800 9.3 %
Total general and administrative expenses $ 221,518 $ 150,891 $ 143,182 $ 70,627 46.8 % $ 7,709 5.4 %
The increaseof $70.6 million, or 46.8%, in general administrative expenses for the year ended December 31, 2025, as compared to the year ended December 31, 2024was primarily due to $45.0 millionof transformation costs, including internal personnel expenses of $16.9 million, incurred as part of our Vision 2030 multi-year transformation program, $16.9 millionof antitrust related legal costs, and increased stock compensation of $7.2 million.
Depreciation Expense
The increasein depreciation expense for the year ended December 31, 2025as compared to the year ended December 31, 2024was due to increases of property and equipment, including internally generated capitalized software in the years ended December 31, 2025and 2024, partially offset by assets that were written-off or became fully depreciated in the period.
Interest Expense
The increase in interest expense of $65.7 million, or 20.1% for the year ended December 31, 2025, as compared to the year ended December 31, 2024was primarily due to the increase in average indebtedness outstanding during the periods.
As of December 31, 2025 and 2024, our long-term debt was $4,560.4 million and $4,509.7 million, respectively. As of December 31, 2025 and 2024, our total debt had an annualized weighted average cash interest rate of 6.92% and 6.68%, respectively. Our annualized weighted average cash interest rate increased by 0.24% across our total debt in the year ended December 31, 2025, as compared to the year ended December 31, 2024. See Note 9. Long-Term Debtof the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Interest Income
The decrease in interest income of $1.6 million, or 50.1% for the year ended December 31, 2025, as compared to the year ended December 31, 2024 was primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.
Gain on extinguishment of debt
During the year ended December 31, 2025, in connection with the refinancing transactions as discussed in Note 9. Long-Term Debtof the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K (the "Refinancing Transactions"), the Company recognized a loss on extinguishment of debt of $0.7 million for unamortized deferred costs relating to our revolving credit commitments that existed prior to the Refinancing Transactions.
During the year ended December 31, 2024, the Company repurchased and cancelled 21.1 million of the 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (the "Senior Convertible PIK Notes"). The repurchases resulted in the recognition of gain on debt extinguishment of $5.9 million.
Benefit for Income Taxes
Net loss before income taxes for the year ended December 31, 2025 of 373.1 million generated a benefit for income taxes of $88.8 million with an effective tax rate of 23.8%. Net loss before income taxes for the year ended December 31, 2024 of $1,770.7 million generated a benefit for income taxes of $124.9 million with an effective tax rate of 7.1%.
Our effective tax rate for the year ended December 31, 2025differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitation on executive compensation, tax credits and state tax benefit.
Our effective tax rate for the year ended December 31, 2024differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitations on executive compensation, non-deductible goodwill impairment, tax credits and state tax benefit.
Liquidity and Capital Resources
As of December 31, 2025, we had a cash balance of $28.3 million, which includes cash and cash equivalents of $16.8 million and restricted cash of $11.5 million. Additionally, $323.6 million was available for borrowing under the $350.0 million 2025 Revolving Credit Facility.
As of December 31, 2025, we have drawn $20.0 million under our 2025 Revolving Credit Facility loan and we have $6.4 million of outstanding letters of credit under such facility. Of these outstanding irrevocable letters of credit, we have four which are used to satisfy real estate lease security deposit requirements for our offices in lieu of cash deposits in an aggregate amount $4.4 million. The Company also has an irrevocable letter of credit to satisfy the obligations of a captive insurance subsidiary in the amount of $2.0 million.
On December 18, 2025, the Company's Board of Directors approved a five-year share repurchase program (the "Five-Year Program") authorizing the Company to purchase up to $75.0 million of its Class A common stock from time to time in open market transactions, subject to compliance with applicable legal requirements. The Five-Year Program was approved starting January 1, 2026 through December 31, 2030 and is subject to a $20.0 million cap per calendar year. As of the date of this filing, the Company has not made any repurchases pursuant to the Five-Year Program.
Our primary sources of liquidity are cash from operations combined with our borrowing capacity under our 2025 Revolving Credit Facility. We believe these sources will provide sufficient liquidity for us to meet our working capital, and capital expenditure and other cash requirements for the next twelve months. We may from time to time at our sole discretion purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which may be subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, sale of assets, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.
Cash Flow Summary
The following table is derived from the consolidated statements of cash flows (in thousands):
Year Ended December 31,
2025 2024 2023
Net cash flows provided by (used in):
Operating activities $ 117,324 $ 107,616 $ 171,720
Investing activities (121,018) (118,123) (249,792)
Financing activities 2,363 (41,315) (180,993)
Net decrease in cash, cash equivalents and restricted cash $ (1,331) $ (51,822) $ (259,065)
For the year ended December 31, 2025as compared to the year ended December 31, 2024
Cash Flows from Operating Activities
Cash flows provided by operating activities increased by $9.7 million, or 9.0%, primarily due to higher earnings after adjusted for non-cash items, partially offset by unfavorable changes in working capital. Changes in our working capital requirements reflect the timing of collection on trade accounts receivables, net and payment of accounts payable primarily attributable to
transaction costs related to the refinancing transaction accrued in 2024, accrued expenses and liabilities and accrued interests.
Cash Flows from Investing Activities
Net cash used in investing activities increased $2.9 million, or 2.5% as compared to the prior-year period, primarily due to the higher investment in property and equipment, partially offset by net proceeds from the sale of an investment during the current period.
Cash Flows from Financing Activities
Net cash provided by financing activities increased $43.7 million, or 105.7% as compared to the prior-year period, primarily due to net borrowing of $20.0 million on our 2025 Revolving Credit Facility, as well as repurchases of Senior Convertible PIK Notes of $14.9 million and treasury stock of $10.4 million in the prior period.
Term Loans and Revolver
In connection with the Refinancing Transaction that closed on January 30, 2025, MPH entered into the senior secured credit facilities composed of $325.0 million of First-Out First Lien Term Loans and $1,143.9 million of Second-Out First Lien Term Loans (collectively, "First Lien Term Loans") and entered into the $350.0 million 2025 Revolving Credit Facility. As of December 31, 2025, the First-Out First Lien Term Loans had an outstanding principal balance of $322.6 million and the Second-Out First Lien Term Loans had an outstanding principal balance of $1,135.4 million.
Interest on the First-Out First Lien Term Loans is calculated, at MPH's option, as (a) 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%. Interest on the Second-Out First Lien Term Loans 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%. Interest on the 2025 Revolving Credit Loans is calculated, at MPH's option, as (a) Term SOFR (or 0.00%, 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) 1.00% plus (y) 2.75%.
The First Lien Term Loans mature on December 31, 2030and the 2025 Revolving Credit Facility matures on December 31, 2029.
We are obligated to pay a commitment fee on the average daily unused amount of our 2025 Revolving Credit Facility. The fee can range from an annual rate of 0.25% to 0.50% based on our consolidated first-out, first lien debt-to-consolidated EBITDA ratio, as defined in the First Lien Credit Agreement.
Interest Rate Swap Agreements
The Company is exposed to interest rate 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 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across the 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 blended rate for the First Lien Term Loans and Term Loan B factoring in the effect of the interest rate swap agreements was 8.87% and 9.07%as of December 31, 2025and 2024, respectively. The Refinancing Transaction did not have an impact on these interest swap agreements. References herein to "Term Loan B" refer to the term loan payable borrowed on August 24, 2021 with a group of lenders due and payable on September 1, 2028 ("Term Loan B").
Senior Notes
Senior Convertible PIK Notes
On October 8, 2020, the Company issued $1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes. The Senior Convertible PIK Notes were issued with a 2.50% discount with a maturity date of October 15, 2027.
The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $520.00 conversion price, subject to customary anti-dilution adjustments. The Senior Convertible PIK Notes are guaranteed by Polaris Intermediate Corp. ("Polaris Intermediate"). The interest rate on the Senior Convertible PIK Notes is fixed at 6.00% in cash and 7.00% in kind and is payable semi-annually on April 15 and October 15 of each year.
5.750% Notes
On October 29, 2020, the Company issued $1,300.0 millionin aggregate principal amount of 5.750% Senior Notes due 2028 issued by MPH (the "5.750%Notes"). The 5.750%Notes are guaranteed on a senior unsecured basis jointly and severally by the Company and its subsidiaries (subject to certain exceptions and, as of January 30, 2025, excluding the Released Guarantors (as defined below)) and have a maturity date of November 1, 2028. The 5.750%Notes were issued at par. The interest rate on the 5.750%Notes is fixed at 5.750%and is payable semi-annually on May 1 and November 1 of each year.
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.
5.50% Notes
On August 24, 2021 MPH issued $1,050.0 millionin aggregate principal amount of 5.50% Senior Notes due 2028 issued by MPH with a maturity date of September 1, 2028 (the"5.50%Notes"). The interest rate on the 5.50%Notes is fixed at 5.50%and is payable semi-annually on March 1 and September 1 of each year. As a result of the Refinancing Transaction, all of the collateral securing the 5.50%Notes was released. Accordingly, the 5.50%Notes are guaranteed on a senior unsecured basis jointly and severally by the Company and its subsidiaries (subject to certain exceptions) and, as of January 30, 2025, excluding the Released Guarantors.
New Notes
In connection with the exchange offers as discussed in Note 9. Long-Term Debtof the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K (the "Exchange Offers"), on January 30, 2025, $1,044.2 million, $974.5 million, and $1,253.5 millionof the 5.50%Notes, the 5.750% Notes, and the Senior Convertible PIK Notes, respectively, were cancelled. Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $0.4 millionof the 5.50%Notes, the 5.750%Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding.
On January 30, 2025, MPH issued $600.2 millionin aggregate principal amount of Second-Out First Lien A Notes with a maturity date of December 31, 2030. The Second-Out First Lien A Notes will bear interest at a rate per annum equal to 6.50%paid in cash plus 5.00%paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. Upon the occurrence of specific kinds of changes of control events, the holders of Second-Out First Lien A Notes will have the right to cause MPH, to repurchase some or all of the Second-Out First Lien A Notes at 101.00%of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Second-Out First Lien A Notes are guaranteed and secured as described below under "-Guarantees and Security."
On January 30, 2025, MPH issued $763.1 millionin aggregate principal amount of Second-Out First Lien B Notes with a maturity date of December 31, 2030. The Second-Out First Lien B Notes will bear interest at a rate per annum equal to 5.75%in cash, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. Upon the occurrence of specific kinds of changes of control events, the holders of Second-Out First Lien B Notes will have the right to cause MPH, to repurchase some or all of the Second-Out First Lien B Notes at 101.00%of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Second-Out First Lien B Notes are guaranteed and secured as described below under "-Guarantees and Security."
On January 30, 2025, MPH issued $752.5 millionin aggregate principal amount of Third-Out First Lien A Notes with a maturity date of March 31, 2031. The Third-Out First Lien A Notes will bear interest at a rate per annum equal to 6.00%paid in cash plus 0.75%paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. On the maturity date, MPH will repay the outstanding principal amount of the Third-Out First Lien A Notes at a price equal to 107.00%of the principal amount thereof. Upon the occurrence of specific kinds of changes of control events, the holders of Third-Out First Lien A Notes will have the right to cause MPH to repurchase some or all of the Third-Out First Lien A Notes at 107.00%of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Third-Out First Lien A Notes are guaranteed and secured as described below under "-Guarantees and Security."
On January 30, 2025, the Company issued $969.4 millionin aggregate principal amount of Third-Out First Lien B Notes with a maturity date of March 31, 2031. The Third-Out First Lien B Notes will bear interest at a rate per annum equal to 6.00%paid in cash plus 0.75%paid in PIK interest, and interest is payable semi-annually on January 30 and July 30 of each year, commencing on July 30, 2025. On the maturity date, the Company will repay the outstanding principal amount of the Third-Out First Lien A Notes at a price equal to 107.00%of the principal amount thereof. Upon the occurrence of specific kinds of changes of control events, the holders of Third-Out First Lien B Notes will have the right to cause Claritev or MPH to repurchase some or all of the Third-Out First Lien B Notes at 107.00%of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The Third-Out First Lien B Notes are guaranteed and secured as described below under "-Guarantees and Security."
The Second-Out First Lien A Notes, the Second-Out First Lien B Notes, the Third-Out First Lien A Notes, and the Third-Out First Lien B Notes are referred to collectively as the "New Notes."
Refer to Note 9. Long-Term Debt of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for additional details on the New Notes.
Guarantees and Security
Refer to Note 9. Long-Term Debt of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for additional details on the guarantees and security.
Debt Covenants and Events of Default
As of December 31, 2025 and 2024 we were in compliance with all debt covenants. Refer to Note 9. Long-Term Debt of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for details on debt covenants and events of default.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of revenue recognition, fair value of long-lived assets, goodwill and income taxes. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Refer to Note 2. Summary of Significant Accounting Policiesof the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a summary of significant accounting policies.
Revenue Recognition
We derive revenues from contracts with clients by selling various cost management services and solutions. Variable consideration is estimated using the expected value method based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenues will occur when the uncertainty is resolved. For our PSAV contracts, portions of revenues 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 our 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. We update our estimates at the end of each reporting period as additional information becomes available.
Goodwill
Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired. The goodwill arose from the acquisition of the Company in 2016 by Holdings, the acquisition of HSTechnology Solutions, Inc. ("HST") in 2020, the DHP acquisition in 2021, the acquisition of Benefits Science LLC ("Benefits Science Technologies" or "BST") in 2023 and the OPCG, LLC ("OPCG") acquisition in 2025. See Note 4. Business Combinations of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for additional details on OPCG acquisition. Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the Company's intent to do so.
The Company tests goodwill for impairment at least annually as of November 1, or more frequently if there are events or circumstances indicating the carrying value of our reporting unit may exceed its fair value on a more likely than not basis. The impairment assessment compares the fair value of the reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of the reporting unit exceeds its fair value.
In the quantitative impairment test of goodwill, we calculate the estimated enterprise fair value of the reporting unit using a (i) discounted cash flow analysis, (ii) forecasted EBITDA trading multiples for comparable publicly traded companies and (iii) historical EBITDA multiples for comparable acquisitions, giving equal weight to the three approaches. Assumptions used in the discounted cash flow analysis include forecasted revenues, terminal growth rate, forecasted expenses and the discount rate. The fair value measurements are based on significant unobservable inputs, and thus represent Level 3 inputs. This estimated enterprise fair value is then reconciled to our market enterprise value based on our market capitalization at year end with an appropriate implied market participant acquisition premium.
Fair value measurements require considerable judgment and are sensitive to changes in underlying assumptions. As a result, there can be no assurance that estimates and assumptions made for purposes of the impairment assessment will prove to be an accurate prediction of the future. Potential circumstances that could have a negative effect on the fair value of our reporting unit include, but are not limited to, lower than forecasted growth rates or profit margins and changes in the weighted average cost of capital. A reduction in the estimated fair value of the reporting unit could trigger an impairment in the future. The Company cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards if it is more likely than not that the tax benefits will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We evaluate a variety of factors on a regular basis to determine the amount of deferred income tax assets to recognize in our financial statements, including our recent earnings history, current and projected future taxable income, the number of years our net operating loss and tax credits can be carried forward, the existence of taxable temporary differences, any changes in current tax law, the Tax Cuts and Jobs Act of 2017 ("TCJA") and available tax planning strategies.
Client Concentration
Two clients individually accounted for 29.2% and 10.4% of total revenues for the year ended December 31, 2025, and two clients individually accounted for 27.7% and 15.9% of total revenues for the year ended December 31, 2024. The loss of the business of one or more of our larger clients could have a material adverse effect on our results of operations.
Recent Accounting Pronouncements
See Note 3. New Accounting Pronouncementsof the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Claritev Corporation published this content on February 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 26, 2026 at 11:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]