02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:11
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Carol Nutter C/O CLARITEV CORPORATION 7900 TYSONS ONE PLACE, SUITE 400 MCLEAN, VA 22102 |
SVP, Chief People Officer | |||
| /s/ Kent Bartholomew, attorney-in-fact | 02/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents earned performance-based restricted stock units ("PSUs"), which will vest in the first quarter of 2027, subject to Participant's continued employment with Claritev Corporation (the "Company"). The PSUs were earned after certification by the Compensation Committee of Board of Directors of the Company upon the satisfaction of revenue-based performance criteria underlying an award of PSUs granted to the Reporting Person on March 1, 2024 under the terms of the Company's 2020 Omnibus Incentive Plan and the applicable PSU award agreement. The award provides a performance condition based on the Company's revenue for the two-year performance period ending December 31, 2025. The Company's total revenue for the two-year performance period as compared to target resulted in Participant earning 67% of the awarded PSUs based on revenue. |