Claritev Corp (CTEV) Business

Item 1.    Business

Our Business and Market Opportunity

Claritev Corporation is a technology, data and insights company focused on improving transparency, affordability and quality across the healthcare system. Claritev brings objective, market-based insights to some of the healthcare system's most complex decisions - grounded in decades of claims experience. By applying data, analytics and experience, Claritev helps 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. Founded in 1980, Claritev brings over 45 years of claims and data experience and builds on world-class technology and artificial intelligence ("AI") solutions, to deliver its portfolio of product and service offerings.

We exist to address the growing cost, risk and complexity of healthcare in the United States. According to the Centers for Medicare and Medicaid ("CMS"), U.S. healthcare spending was projected to grow 7.1% in 2025 to $5.6 trillion, or 18.5% of U.S. GDP. Healthcare spending is projected to grow by a compound annual growth rate of 5.4% annually from 2025 through 2033, outpacing the average growth rate for GDP and representing more than $8.6 trillion of total healthcare spending by 2033.

As healthcare expenditures continue to rise, we believe services aimed at bringing transparency and competitive market efficiencies, utilization management and billing and payment accuracy will continue to be highly important to all aspects of the healthcare marketplace and across the markets and clients we serve. We expect growth in demand for these services will be driven by three major trends: (i) increasing treatment and claims volumes from: (a) an aging population; (b) the growth of the insured population in the United States; and (c) the advent of new treatments, modalities and technologies; (ii) increasing per-unit costs related to medical inflation, driven in part by those same treatment, modalities and technology enhancements; and (iii) the continued complexities of healthcare delivery in the United States, including the prevalence of unintended billing complications and increased administrative burden of complying with new healthcare industry regulations.

Claritev helps address these challenges by providing solutions and services that deliver objective, data-driven insights that support greater alignment between payers and providers, which improves affordability and fairness and helps patients and members avoid getting caught in the middle of disconnected decisions or unexpected costs. Our services exist to address these unsustainable market inefficiencies and we see an expanding opportunity to generate value for all consumers of U.S. healthcare services. According to a recent report by the Peter G. Peterson Foundation, an estimated 25% of U.S. healthcare spending is considered wasteful and about one-fourth of that amount could be recovered through interventions that addresses such waste. Claritev’s services directly address many of the types of wasteful healthcare spending, including errors in enrollment data, unnecessary services, fraud and abuse and pricing failures such as above fair market value prices, clinical billing and coding errors and suspect billing schemes and patterns. We estimate the total addressable market ("TAM") for our out-of-network cost management and out-of-network payment integrity solutions is approximately $10.0 billion. We estimate the TAM for our in-network payment and revenue integrity solutions is approximately $3.0 billion. Additionally, as a result of our recent corporate and product development activities, Claritev has entered new markets that significantly expand its addressable markets. Among others, we see opportunities to provide payer risk analytics, network transparency and analytic services, representing an estimated TAM of $17.0 billion.

Since our founding, the Company has augmented its product offering through internal development and acquisitions, and invested significant capital in data and technology assets to become a leading independent provider of out-of-network cost management and in- and out-of-network billing and payment accuracy services. These investments, which include over $500 million in cumulative capitalized software development over the past five years, have enhanced a data and technology platform that integrates deeply with many of our clients' technology environments and occupies a unique position in our clients' workflow by accessing and processing claims prior to payment of those claims to providers ("pre-payment"). This platform approach to product development and expansion has enabled the Company to pursue a strategy of developing and acquiring new product and service offerings and swiftly and efficiently bringing them to scale.

Claritev’s platform integrates technology, data and insights across the full healthcare ecosystem, connecting payers, employers/plan sponsors, plan members and providers with purpose-built solutions that drive transparency, affordability and quality. We operate across this ecosystem with a client and partner base that includes more than 750 clients, more than 100,000 employers and other plan sponsors that actively use our solutions through these payers. We estimate that over 60 million

3

Table of Contents

consumers have access to our solutions through these plan sponsors and contracted providers within our propriety provider network. We feel our platform is uniquely positioned as a provider of independent solutions that reduce healthcare costs in a manner that is systematic, efficient and fair to these stakeholders.

Although our direct clients are typically payers, including administrative services only platforms ("ASO") and third-party administrators ("TPA"), the end beneficiaries of our solutions include employers and other plan sponsors and the health plan members and patients they serve. These payers distribute our solutions to those end beneficiaries through Claritev's platform. Our platform offers these payers a single interface to our solutions, which may be used individually or in combination to help reduce the medical cost burden borne by health plans and their members by managing the utilization of medical services, lowering the per-unit cost of medical services incurred and producing fair and efficient reimbursements.

Claritev offers solutions to our clients across four solution categories from our platform:

•Claims Intelligence Solutions: a suite of data-driven algorithms and insights that detect claims that are priced anomalously above fair market value and either negotiate or recommend a fair market value reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. These solutions are applied prior to the payment of the claim and are often processed within a day of receipt. Also included in this category is our VistaraTM solutions (formerly known as Value-Driven Health Plan or VDHP), which bundle reference-based pricing and member and provider engagement tools, enabling employers and other health plan sponsors to offer low-cost health plans;

•Network Solutions: contracted discounts with more than 1.4 million healthcare providers to form one of the largest PPOs in the United States, as well as outsourced network development and/or management solutions. These solutions are applied prior to the payment of the claim and are typically processed within a day of receipt;

•Payment and Revenue Integrity Solutions: data, technology and clinical expertise deployed to identify improper and unnecessary charges before or after claims are paid, or to identify and help restore and preserve underpaid premium dollars; and

•Data and Analytics Solutions: a suite of solutions that apply innovative methods of data science to produce descriptive, predictive and prescriptive analytics that help employers drive optimized benefit plan design, support decision-making for payers and providers, help improve clinical outcomes and aim to reduce the total cost of care.

The breadth of our solution offerings allows our clients the flexibility to tailor solutions for a wide range of plan sponsors with varying plan sizes and benefit needs. At the same time, our solution offerings are delivered from our common platform and are often bundled together to provide a comprehensive cost management solution for each individual client. As such, we manage our solution offerings as integrated components of a holistic value proposition, rather than as distinct solution lines.

Our Competitive Advantages

In support of our mission to improve affordability, transparency and quality in and across the U.S. healthcare system, Claritev has historically focused on helping payers manage medical spend by lowering per-unit claim costs and improving billing and payment accuracy. Over time, the evolution of our business and the significant investments we have made to support this mission have positioned Claritev to address healthcare cost, risk and complexity more holistically across the ecosystem. As a result, Claritev is able to support the needs of multiple stakeholders - including payers, employers and plan sponsors, providers and the members and patients they serve - across both commercial and government markets. This broader capability is underpinned by a set of distinctive assets developed over many years, including long-standing client relationships and a proprietary data and technology platform. These assets are comprised of difficult-to-replicate resources that have competitively differentiated attributes:

•Leading position with healthcare payers and a large, established distribution channel – Over many decades, we have cultivated relationships with over 750 payers. Our relationships with many of our larger clients are characterized by strategic collaboration to advance these clients’ performance objectives and competitive positioning. This collaboration produces knowledge about our clients’ most pressing challenges and opportunities, which in turn informs our product development priorities and facilitates cross-selling that enables us to more quickly scale revenues from new products and generate returns on our product investments. The solutions we provide are often governed by contracts with multi-year terms in the case of our larger clients, or one-year terms with automatic renewals in the case of most of our smaller clients. As a result, our revenues are typically recurring, allowing us to engage and invest in longer-term strategic, operational and financial relationships that benefit both our clients and the Company.

•Our platform is deeply integrated with our clients’ technology environments – Developed over time from our industry-leading provider network and cumulative capitalized software development, our platform is deeply integrated with many of our clients' information technology environments in a highly customized manner and occupies a differentiated position in our clients' workflow by accessing and processing claims prior to payment of those claims to

4

Table of Contents

providers. Our team of professionals manage approximately 15 petabytes of data capacity, which help orchestrate our clients' diverse workflows. We have approximately 300 proprietary applications that support thousands of client business rules across public and proprietary data sources.

•Deep domain expertise, and significant claims and proprietary data – Over the course of our history, we have developed and acquired significant intellectual capital and proprietary data by strategically engaging with our clients and continuously developing our suite of solutions. Our differentiated knowledge and data uniquely position us to customize and improve our solution offerings to meet our clients’ diverse needs and preferences.

•Operational scale – We process significant volumes of transactions. For the year ended December 31, 2025, we used our core solutions to identify $25.0 billion in potential savings on $179.8 billion in claim charges. Our platform can integrate additional products or process increased volumes without significant investments in infrastructure or people. These economies of scale allow us to produce valuable solutions for our clients at potentially lower unit costs than our competitors and to make significant investments in these solutions on behalf of our clients.

•Unique products and capabilities, including:

◦Broad range of out-of-network solutions – We believe no single competitor currently offers the same breadth of out-of-network cost management services that we provide. Our ability to offer flexible packages of solutions to all segments of the market, ranging from a point solution to fuller configurations, enables us to meet the diverse needs of our clients, who serve plan sponsors with widely varying health plan sizes and health benefit needs.

◦A nationwide network of over 1.4 million contracted providers – Our provider network was developed over the course of our history and is supported by our credentialing and data management expertise, sophisticated matching engine and a network development team. The breadth of our provider network enables us to offer extensive, flexible network configurations to our clients.

◦Proprietary claim pricing methodologies that in some cases are supported by a patented benchmarking process and that produce high levels of provider acceptance based on their rigor, transparency, independence and track record of producing fair and efficient reimbursements.

◦A team of expert claims negotiators and knowledge workers who solve the most complex repricing, payment integrity and subrogation cases at scale, supported by best-in-class data and analytics tools and AI-driven workflows.

◦Next generation data and decision science capabilities – Supported by an elite team of data scientists with healthcare domain expertise, we offer next generation, healthcare-focused data and advanced analytics that apply descriptive, predictive and prescriptive analytic solutions to help clients optimize decision-making, plan performance, network configuration and competitive positioning.

•Flexibility to respond to market changes and client needs, supported by dynamic capabilities – We have developed capabilities that allow us to reconfigure, build and integrate internal and external resources and competencies in response to changes in the markets in which we operate. These dynamic capabilities include new solution and product development strategies, knowledge creation and client retention strategies to turn new insights and learning into institutional knowledge, resource allocation strategies focused on the efficient distribution of our resources and acquisition and alliance strategies that bring new resources and competencies into the Company from external sources. Our set of dynamic capabilities enables us to modify our existing operational strategies and processes to be highly responsive to evolving client and regulatory needs and new market opportunities, as demonstrated by the introduction of our surprise bill solutions in response to the No Surprises Act ("NSA"), which was a significant regulatory change. We believe this flexibility is an essential feature of our client value proposition and a durable source of competitive advantage.

Growth Strategy

In 2024, our new leadership team comprised of seasoned technology and healthcare executives created Vision 2030, a strategic plan which outlines our growth path to becoming a technology and data insights company focused on solutions that increase transparency, affordability and quality across the entire healthcare ecosystem. A guiding principle of Vision 2030 is to deliver horizontal solutions that serve vertical markets across healthcare to increase our TAM and accelerate growth. Vision 2030 builds on the critical role Claritev has played in healthcare to promote fairness and help our clients control the escalating costs of providing care to members, while maintaining access to high quality care. We believe that our data and technology assets, our 45+ years of industry expertise supported by a strong operations-focused culture, broad install-base and distribution capabilities, as well as access to the public capital markets provide us with a foundation for potential future growth.

As part of Vision 2030, we established a clear set of strategic pillars to align our priorities against:

5

Table of Contents

•Drive value and new products in our core offerings.

•Accelerate product offerings beyond the core that leverage the same core data and distribution channels.

•Identify and open new geographic markets that have large market opportunities and similar healthcare challenges that can quickly benefit from our existing solutions.

•Create financial and operational excellence and transform our business model.

•Attract high-quality talent and create career growth opportunities.

•Focus on innovation and utilize advanced technologies to accelerate product development.

•Promote the Claritev brand.

We branded 2025 as THE TURN and the year represented a return to year-over-year revenue growth, with an expanded and more experienced management team and a company-wide commitment to operating a Market-Informed, Product-Led, Partner-Enabled and Technology-Driven business to bring Vision 2030 to life and unlock the growth potential of our unique data assets and capabilities. We have branded 2026 as THE WAY UP and will be focused on maintaining our Company momentum across all aspects of Vision 2030 throughout the year.

Our Solutions

Claritev offers a broad range of solutions that allow our clients to manage the growing cost, risk and complexity of healthcare and to meet the needs of a wide range of plan sponsors with varying plan sizes and benefit needs. Clients may use our offerings, either as a point solution or as a package of solutions, throughout the continuum of care to help plan members obtain quality care at an optimal price that is fair for all involved. Additionally, our out-of-network cost management solutions are often bundled together to provide a comprehensive cost management solution that optimizes our clients' business objectives.

Claims Intelligence Solutions

Our claims intelligence solutions are designed to reduce the per-unit cost of claims using data-driven negotiation and/or reference-based pricing methodologies. These solutions can be used standalone but often are used in a solution hierarchy after Claritev's network solutions to reduce claims with no available network contract. Vistara solutions bundle network and reference-based pricing to enable a blended benefit plan design. All of the solutions in this category leverage our information technology platform, public data sources and the billions of claims that we have reviewed and are included in our database reflecting both network and out-of-network priced claims as well as the results of clinical coding analyses. They feature proprietary algorithms and AI to allow claims to be processed quickly and accurately.

Reference-Based Pricing ("RBP"). RBP provides payers with a recommended payment amount for out-of-network claims based on a reference point. Most RBP programs in the market use Medicare as the reference point. We also offer this option, but most clients elect to use our Data iSight program which uses facility cost as the facility reference point and median reimbursed amounts as the professional reference point. The facility pricing methodology features a patented benchmarking process that determines the cost of a group of like claims from like providers in the same geography.

Negotiation Services. Our negotiation services are designed to assist payers with pricing out-of-network claims from providers with whom neither the payer nor Claritev have been able to secure a contractual discount. We handle these claims on an individual basis and attempt to negotiate with the provider an acceptable payment amount for a specific claim that includes member protections from balance billing.

Surprise Bill Services. Introduced in 2021, our surprise bill services are designed to help payers comply, or help their employer/plan sponsor clients comply, with the NSA, which became effective on January 1, 2022 and requires healthcare providers to give patients who do not have, or are not using, certain types of healthcare coverage or who are not using certain types of healthcare coverage an estimate of their bill for healthcare items and services before those items or services are provided.

Vistara. Vistara is a form of reference-based pricing that bundles member and provider engagement tools to enable employers and other health plan sponsors to offer low-cost health plans. The engagement tools include member shopping based on quality, cost and provider acceptance of the reimbursement; provider education and, where applicable, negotiation in advance or after service; point-of-service cash payment processing; and other features designed to ensure satisfaction of both members and providers while delivering significant cost reduction.

Network Solutions

Our network solutions are designed to reduce the per-unit cost of claims through contracts with providers and facilities that establish discounts with member protection from balance billing in exchange for patient steerage and other provider-friendly

6

Table of Contents

terms and conditions. These solutions generally are used first in a solution hierarchy in which members are actively steered to participating providers through online and other directories. The solutions leverage our extensive network development, credentialing and data management capabilities as well as a sophisticated transaction engine that matches rendering provider information on the claim to the applicable network contract so the discount can be applied. We offer a variety of network configurations to support all types and sizes of health plans, generally used as either the primary network, or as a complement to another primary network.

Primary Networks. For payers without their own direct contractual discount arrangements with providers, our primary networks serve as the network for the payer’s commercial health plans in a given service area in exchange for a per-employee-per-month ("PEPM") rate, or as the payer’s out-of-area extended primary network in exchange for a percentage of the savings identified. Our national primary network, branded PHCS Network, has been continuously accredited for credentialing by the National Committee for Quality Assurance ("NCQA") since 2001.

Complementary Networks. Our complementary networks provide clients with access to our national network of healthcare providers that offer discounts under the health plan’s out-of-network benefits or otherwise can be accessed secondary to another network. Payers use the network to expand provider choice for consumers and to achieve contracted price reductions with member protections on more claims.

Network Management Services. We also offer network build and network management services. Network build services comprise custom development of and/or access to primary network contracts, leveraging our extensive network development team and analytic tools, including a tool combining internal provider data with public sources to enable strategic targeting of providers to be contracted.

Payment and Revenue Integrity Solutions

Our payment and revenue integrity solutions use data, technology and clinical expertise to assist payers in identifying improper, unnecessary and excessive charges before or after claims are paid, as well as issues with premiums paid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and revenue integrity solutions can be used before payment, to correct overpayments before they are issued, or after payment to enable the recovery of overpaid dollars. Revenue integrity solutions help identify, and allow clients to correct, errors in plan enrollment data that lead to underpayment of CMS premium dollars. The solutions rely heavily on our internal and other data sources, advanced analysis and transaction processing technology, as well as clinical expertise to aid in the identification and selection of issues to be addressed with the least provider abrasion.

Clinical Negotiation. This is a specialized pre-payment integrity service targeting claims not reduced through a commercial healthcare payer’s primary network(s). Eligible claims are taken through payment integrity analytics and a scoring process to identify scenarios where a clinical discussion with the billing provider is warranted. Based on the resulting score, a claim reduction is negotiated with the provider based on clinical findings and a signed agreement is obtained.

Pre-Payment Integrity. Payment integrity analytics are utilized on claims before payment, which may include any of the following additional reviews: medical coder, clinician, medical record or itemized bill. Claims are returned with recommended corrections. Some of the solutions are also integrated into Claritev's network pricing and claims intelligence solutions so the majority of clients benefit from our pre-payment integrity solutions.

Post-payment Integrity. Coordination of Benefits identifies payments that should have been made by a health plan member's other health insurance coverage (for example, if the member's spouse has coverage through another employer-sponsored plan). Subrogation solutions identify payments made related to an accident that are the responsibility of another responsible third party. The solutions use data, technology and highly experienced staff to identify cases, validate coverage status, report or recover dollars paid in error and assist with root cause correction to avoid future potential overpayments. Subrogation solutions are also available in a Software-as-a-Service ("SaaS") model.

Revenue Integrity. Targeting issues unique to MA payers, these solutions use data, technology and clinical expertise to help identify and restore underpaid premiums and aim to improve accuracy of future premiums paid to MA plans by CMS. There are three solutions currently offered, typically used in combination: Medicare Secondary Payer Validation; End Stage Renal Disease Premium Restoration; and Part D Other Health Insurance.

Data and Analytics Solutions

Our data and analytics solutions are comprised of next generation, healthcare-focused data and advanced analytics that apply descriptive, predictive and prescriptive analytic solutions to help clients optimize decision-making about plan design, plan performance, network configuration and competitive positioning. These solutions support virtually all types of payers including: employers, brokers and TPAs; medical, point solutions, supplemental and stop-loss carriers; and benefit

7

Table of Contents

administrators and professional employer organizations. 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.

PlanOptix®. This healthcare price transparency software suite enables clients to quickly query and navigate over 500 billion records of publicly available machine-readable files ("MRF") with payer and provider pricing data across top national and regional payer organizations. The MRF data ingested by the software is enriched using Claritev and external data sources, including demographic and affiliate data derived from Claritev’s network of contracted providers.

CompleteVue™. This modern software platform provides enriched publicly available price transparency data and advanced analytics to help health systems and providers gain actionable insights for improved patient care and strategic financial decision making. As a distinctive product in the healthcare marketplace, CompleteVue makes sense of the billions of public records of healthcare pricing within seconds. All data within CompleteVue is based on publicly available price transparency MRF, Medicare rates and third-party benchmark data.

BenInsights®. This software platform enables payers and employers to harness a holistic view from their financial and clinical data, providing clarity to identify prevention-based opportunities and improve outcomes for employer plan sponsors and their advisors. BenInsights is integrated with over 200 carriers, TPAs, pharmacy benefit managers and other vendors to quickly and accurately combine and connect a health plan’s data to produce intuitive dashboards and other financial and clinical reporting and decision tools.

Risk Scores. These solutions complement existing actuarial-based modeling with next generation predictive and prescriptive analytics, including: risk models and Smart Cards that identify and address emerging issues; automated underwriting to improve plan pricing; and other analytics that enable insights and recommendations for government and commercial health plans of all sizes.

Supplemental Carrier Services. These services are provided to supplemental and stop-loss health insurance carriers and address pressure from employer groups and policyholders to increase the value of policies by deploying technology to increase the likelihood that a benefit is identified and paid to the policyholder. Our Medical Claims Integration solution integrates medical claims to identify, notify and pay supplemental benefits.

Markets We Serve

Through our four primary solution categories, we provide solutions that address these major market segments: commercial healthcare payers, TPAs, employers, brokers/consultants, providers, government healthcare payers and system integrators. The following table represents which of our market segments we target with each of our primary solution categories.

Substantially all of Claritev's solutions are available in all 50 U.S. states and the District of Columbia. All solutions are available to all applicable clients regardless of geographic location, company type or size.

Commercial Healthcare Payers

According to CMS, commercial healthcare was projected to account for about 52.2% of the total $5.6 trillion U.S. medical spend in 2025. Commercial health plans are offered either as an insured program where the plan sponsor – typically an employer – and its members pay a monthly premium and the insurer pays the medical costs from those premium dollars, or as self-insured plans funded by the employer/plan sponsor and its members from a pool of funds earmarked for this purpose. Self-insured plans are typically administered by insurance companies on an ASO basis or TPAs. Often, particularly for the national insurers, this ASO business is larger than the fully-insured business in terms of membership. In 2025, about 67% of covered workers were in a plan that is self-insured. As of December 31, 2025, and consistent with Claritev’s revenue mix, four of the largest publicly-held commercial health insurers reported that over 70% of their commercial membership was in self-insured plans. According to a recent report from Mark Farrah Associates, ASO membership as of second quarter of 2025 was approximately 133.3 million, an increase of 1.6 million members from second quarter 2024.

8

Table of Contents

Claritev services benefit both fully-insured and self-insured health plans. We work with fully-insured plans directly, including national insurers, Blue Cross and Blue Shield plans and provider-sponsored and independent health plans. We work with self-insured plans primarily through their plan administrators, which include the same types of companies as well as TPAs and sometimes the employers/plan sponsors themselves. Over 84.5% of our 2025 revenues are attributed to self-insured plans that we service through their payers or directly.

The commercial health segment also includes individual health plans which are fully-insured and which may or may not be sold through the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (as amended, the "Affordable Care Act") exchanges. Claritev supports individual plans through the insurance companies offering these plans and does not sell to individuals directly.

Government Healthcare Payers

This market segment includes Medicare, Medicaid, TRICARE, Federal Employees Health Benefits, Veterans Administration and other federal health programs (state and municipal government health plans typically are managed as commercial plans). Commercial insurers and health plans also participate in this market segment, but there also are payers that operate government plans exclusively. Most, but not all, of Claritev’s commercial healthcare services also are of value to payers of government programs.

Medicare Advantage plans serve the Medicare-eligible population in a private plan alternative to traditional Medicare. Kaiser Family Foundation reports that enrollment in MA plans more than doubled over the last decade. As of 2025, an estimated 34.1 million people were enrolled in MA plans compared to 32.8 million in 2024. MA payers have a greater need for billing and payment accuracy than they do for cost management, because healthcare prices largely are set. With the growth this segment has and continues to see, there is heightened competition among payers, which also drives the need for assistance in building network access.

Medicaid and Managed Medicaid. An estimated 69.8 million people were enrolled in Medicaid and 7.3 million were enrolled in CHIP (Children’s Health Insurance Program) plans as of September 2025. This reflects a decrease of approximately 3.0% for Medicaid and an increase of less than one percent for CHIP over September 2024 figures.

Other Programs. We have a history of developing custom networks for TRICARE and Veterans Administration programs. These are RFP driven and Claritev partners with one or more payers bidding on the business.

Property and Casualty Healthcare Payers

This market segment includes payers of the medical services arising from work-related injuries and auto accidents, as well as other types of property and casualty insurance. There is little overlap between the commercial and government payers and those in this segment. These insurers are often serviced by third parties that perform bill review services that include access to provider networks. We typically work with these service providers versus the carriers directly.

Supplemental Health Insurance Carriers

The total annualized in-force premium for the employer-based supplemental health insurance industry was just over $11.5 billion at end of 2022. The top carriers account for a majority of this market, and Claritev contracts with many of these leading carriers.

Clients

Claritev wholesales its solutions through multiple channels to a broad and diverse set of clients and end users, including: large ASO providers; fully-insured carriers; regional payers; TPAs, brokers and consultants; and property and casualty and other supplemental insurance carriers. We work directly with over 750 payers to manage medical costs and billing and payment accuracy for their ASO clients and fully-insured health plans where applicable. We serve national and regional insurance companies, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans, TPAs, property and casualty insurers, bill review companies and other companies involved in the claims adjudication process on behalf of commercial and government health plans or property and casualty insurance policies. We also work with employers directly and through their brokers/consultants and indirectly serve consumers accessing healthcare services through these diverse channels.

We believe we have strong relationships with our clients, which include substantially all of the largest health plans and their ASO platforms. Contract terms with larger clients are often three years and as many as five years, while mid- to small-sized client contracts are often annual and typically include automatic one-year renewals. We continue to experience high renewal rates and our top ten clients based on full year 2025 revenues have been clients for an average of over 20 years. Our client relationships are further strengthened by the fact that Claritev is electronically integrated with its clients in their time-sensitive claims processing functions, and we support highly flexible benefits offerings to an extensive group of clients who often feature a Claritev-owned logo on membership cards when our networks are used.

9

Table of Contents

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 ASOs and TPAs, who go to market with our wholesale solutions to those end clients. We estimate that in 2025 our clients served over 100,000 self-insured employers/plan sponsors actively using our solutions through the ASO distribution channels and direct relationships, which generated over 84.5% of our combined claims intelligence and network revenues in 2025. 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. However, at the plan sponsor level, our revenues are dispersed across a broad array of employers/plan sponsors who utilize Claritev's offerings as their out-of-network solution and revenue concentration is significantly lower.

Network

We believe we have the largest independent provider network outside of the top national payers, with over 1.4 million healthcare providers as of December 31, 2025. The breadth of our provider network enables us to offer extensive, flexible network configurations to our clients, which we believe is a competitive advantage. Our team of network development professionals manages these network relationships across our Primary and Complementary PPO Networks. For existing providers, the goal of the network development team is to strengthen our existing provider relationships, help providers maintain participation across products and increase the discounts the providers extend to our clients that utilize our provider networks.

In addition, the network development team is responsible for executing new contracts with providers that are not currently affiliated with our networks, either on behalf of our own network or on behalf of a payer that seeks to outsource its network contracting function. The network development team manages a sophisticated program of data mining, profiling, recruiting and ultimately contracting with new providers to increase the value provided to clients. An incentive driven pay-for-performance compensation plan measures and rewards the success of our network development team.

Our Competitors

We compete with other companies in our markets on the basis of the effectiveness of our cost-saving solutions, the quality of our client service and the prices of our solutions. We believe no single competitor currently offers the same breadth of services we provide. The breadth of our services exposes us to a broad range of competitors as described below. Any businesses we acquire in the future may introduce us to additional competitors. Our competitors vary by service, as follows:

Claims Intelligence Solutions. Claritev competes with a variety of medical cost management companies for negotiation, reference-based pricing and surprise billing services. We compete for these services on the basis of savings effectiveness, provider acceptance and plan member satisfaction. Our workflow and claim processing technology, user interaction and data and analytic tools are key competitive advantages. Claritev's competitors for these services typically are reference-based pricing services. They include 6Degrees, Advanced Medical Pricing Solutions, ELAP Services, Payer Compass, Zelis, ClearHealth Strategies and Naviguard.

Network Solutions. We compete directly with other independent PPO networks, which are primarily regional and with PPO network aggregators on the basis of network discounts, access, quality and price. PPO aggregators offer national access by patching together third-party networks, in some cases including Claritev's network. While aggregators rely on third-party networks, Claritev's network features direct contracts with 98% of its participating providers. Claritev's competitors for these services typically include First Health Group Corp., TRPN and Zelis. We also compete with PPO networks owned by large payers, primarily on the basis of independence and flexibility. Our nationwide Primary PPO Network has held NCQA accreditation since 2001, which we believe provides assurances to payers and consumers regarding the quality of the providers in our network.

Payment and Revenue Integrity Solutions. We compete with a variety of larger and smaller vendors of payment and revenue integrity solutions. Our Payment Integrity solutions compete on the basis of analytic breadth and depth, human expertise and scope. We believe that nearly all payment integrity competitors originated as post-payment specialists and to varying degrees have migrated services to a pre-payment modality, while our solutions were initially built to focus on examining claims before payment occurs. Further, we believe we also have a broader capability to address post-payment integrity. Our Revenue Integrity solutions compete on the basis of identification of and assistance in restoration and preservation of underpaid premiums from CMS caused by member eligibility and status errors. Our competitors for these solutions typically include Optum, Conduent, Cotiviti, Inc., SCIO and The Rawlings Group.

Data and Analytics Solutions. We compete with a variety of vendors in each of the main product categories in our data and analytics solutions line. Our PlanOptix price transparency solution competes with a solution offered by a strategic alliance between Turquoise Health and Milliman. Our BenInsights data warehouse and analytics solutions competes with solutions

10

Table of Contents

offered by Cotiviti, HDMS, Artemis and Merative. In risk modeling and digital underwriting, we compete with solutions offered by Milliman, Gradient AI, 3M and John Hopkins ACG. Our Medical Claims Integration solution competes with solutions offered by Nayya and Alight. Our advanced analytics solutions compete with solutions offered by Milliman.

Government Regulations

We believe that each of Claritev's solution offerings bears less regulatory risk than other healthcare businesses that bear insurance risk and bill federal healthcare programs or directly provide care. While we support clients that are regulated entities, we generally are not directly regulated and face significantly lower levels of regulatory complexity. We function as a transaction processor and we believe we have limited risk for solutions or billing.

Claritev does not deliver healthcare services; provide or manage healthcare services; or provide care or care management. Our business is compensated directly by private payer clients, not by Medicare, Medicaid or other government healthcare programs. In some instances, we provide services to payers that contract directly with a federal or state agency. In those instances, we may be subject to certain federal and state law requirements associated with those programs as a First Tier, Downstream or Related entity ("FDR"). As an FDR to these clients, we are subject to requirements which prohibit an individual or entity who has been convicted of program-related crimes or other violations from providing services to, or receiving payment from, government healthcare programs. Further, we are subject to affirmative legal obligations, as well as contractual requirements with our clients, to check the exclusion status of the individuals and entities we employ against lists of excluded individuals and entities prior to entering into employment or contractual relationships with them and to periodically re-check such lists thereafter, or run the risk of liability under civil monetary penalties laws or a breach of our contractual obligations. We are also required to provide access to contracts, books and records pertaining to services performed in connection with federal or state agency contracts. A failure to comply with FDR requirements or violations of healthcare laws could subject us to audits, corrective actions, contract terminations, criminal or civil penalties and/or debarment or exclusion from government healthcare programs.

Through our client relationships, we are subject either directly or indirectly to federal and state laws and regulations that govern privacy, security and breaches of patient information as well as the conduct of certain electronic healthcare transactions. These laws include, for example, the Health Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH"), each as amended, and the regulations that implement such laws, which collectively impose rules protecting individually identifiable health information and setting national standards for the security of electronic Protected Health Information ("PHI"). We are a "Business Associate" (as defined by HIPAA) of our clients. As such, we must comply with all applicable provisions of HIPAA, including the HIPAA Security Rule and applicable provisions of the HIPAA Privacy Rule and the Breach Notification Rule. Violations of such provisions may result in civil monetary penalties, resolution agreements, monitoring agreements, and, in certain circumstances, criminal penalties including fines and/or imprisonment. HIPAA also authorizes state Attorneys General to file suit on behalf of their residents. Although HIPAA does not create a private right of action allowing individuals to sue in civil court for violations, the laws and regulations have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of patient information. In addition to HIPAA, there are federal and state laws that protect types of personal information that may be viewed as particularly sensitive, including substance use information, genetic information, HIV/AIDS status, and mental health information. The Federal Trade Commission has also interpreted existing consumer protection laws to impose standards for the collection, storage, processing, use, retention, disclosure, transfer, disposal and security of information about individuals, including health-related information. State privacy laws are changing rapidly. Massachusetts and New York, for example, have enacted regulations and statutes that require any entity that holds, transmits or collects certain personal information about their residents to adopt a written data security plan that meets the requirements set forth in the statute, and to timely report certain unauthorized access to, or disclosure of, that data. In California, the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), provides California residents with a number of privacy-related rights and is more stringent in many respects than other state laws currently in effect in the United States. Further, each year a number of proposals related to the collection, use, disclosure, confidentiality and security of personal information, including health-related information, are considered before federal and state legislative and regulatory bodies. These laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities.

In addition, we are subject to certain state licensure and/or certification laws and other state and federal laws and regulations governing our operations and our products. Among other examples, contracts governing our relationships with healthcare providers may be subject to the federal Anti-Kickback Statute, federal False Claims Act and comparable state laws, as well as state laws prohibiting fee-splitting and the corporate practice of medicine and state and federal laws regarding transparency. The federal False Claims Act, for example, prohibits knowingly submitting, or causing to be submitted, false claims or statements to the federal government, including to the Medicare and Medicaid programs. The law contains whistleblower provisions, which allow private individuals (known as relators) to sue on behalf of the federal government for

11

Table of Contents

conduct that defrauded the federal government. The government has used the False Claims Act to prosecute Medicare and other government healthcare program fraud such as billing for services not provided, coding errors and providing care that is not medically necessary or that is substandard in quality. In addition, the government or a regulator may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. States have similar false claims act laws. Failure to comply with such laws can result in civil or criminal liability such as penalties, fines and/or exclusion from federal healthcare programs. Furthermore, we may be subject to some state laws regulating the ability of PPOs to allow broad access to their provider networks.

We may also directly or indirectly be subject to state and federal regulation regarding the payment of out-of-network claims, including regulations regarding the determination of payment amounts and what data and other factors are permitted to be used by commercial health payers and other payers in making such determinations, as well as regulations targeting surprise billing and requiring transparency. For example, effective January 1, 2022, the NSA prohibits certain out-of-network providers from charging patients an amount beyond the in-network cost sharing amount for services rendered, subject to limited exceptions. Regarding services for which balance billing is prohibited, the NSA establishes an independent dispute resolution ("IDR") process for providers and payers to handle payment disputes that cannot be resolved through direct negotiation. The law is being implemented through several IFRs and Final Rules, as well as other guidance issued by the U.S. Department of Health and Human Services ("HHS") and other governmental entities. We expect additional guidance and regulations that may continue to change our understanding of the obligations of our clients under the NSA, such as a substantial IDR operations proposed rule addressing aspects of the IDR process that is likely to be finalized in 2026, which will require updates to processes and impose additional compliance obligations for our payer clients. Any future healthcare measures and agency rules implemented on us and the healthcare industry as a whole is unclear. Additionally, the implementation of healthcare reforms may negatively impact our clients, or our contractual relationships with those clients and our business in general.

In addition to enacting the NSA, the Consolidated Appropriations Act also revised and clarified requirements of the Mental Health Parity and Addiction Equity Act ("MHPAEA"). The MHPAEA, enacted in 2008, prohibits health plans from providing less favorable mental health and substance use disorder benefits than medical/surgical benefits, whether measured in terms of quantitative treatment limitations or non-quantitative limitations ("NQTLs"). Specifically, the MHPAEA prohibits imposing NQTLs on mental health or substance use disorder ("MH/SUD") benefits without performing comparative analyses on what impact those NQTLs will have. Plans are required to provide these comparative analyses to the Department of Labor ("DOL") and HHS upon request and the DOL and HHS are required to review at least 20 health plans for mental health parity each year. In 2021, the DOL reviewed over 100 plans and determined that none of the comparative analyses were sufficient as initially submitted. In 2022 and 2023, the DOL and HHS reviewed over 40 plans and determined once again that none of the comparative analyses were sufficient. In 2023, in response to the observations made by the DOL and HHS, the Biden administration released a substantial proposed rule that would impose additional requirements on plans and issuers with respect to the comparative analyses. Over 9,000 comments were received in response to the proposed rule. A final rule was published in September 2024, adding layers of complexity to the process for our payer clients. The final regulations are intended to provide more clarity to ensure more plans comply with the MHPAEA NQTL Analysis requirement. The final rule became effective in multiple stages, partially effective as of January 1, 2025 and fully effective on January 1, 2026. Under the final rule, the focus has shifted to promote access to MH/SUD services by ensuring NQTLs are not applied more stringently to MH/SUD services and to standardize how MH/SUD services are categorized. To support our clients, we have initiated an annual process to review the prior year and create comparative analyses for aspects of our services related to network participation, credentialing and other processes to assist clients in completing their own analyses. Additionally, states have begun to impose or update their own mental health parity initiatives, some of which require heightened annual reporting. Beginning January 1, 2026, with the full implementation of the final rule, it is unclear how our role in preparing comparative analyses will change, however, we will continue to support our clients with their need for documentation to comply with MHPAEA.

We may also be, directly or indirectly, subject to regulations in some states governing the submission of true and accurate claims, or regarding the application of payment integrity edits to claims, including regulations impacting what data and other factors are permitted to be used by commercial health payers and other payers in making such determinations. Our services may directly or indirectly be subject to state regulations specifically covering certain categories of clients, such as workers' compensation insurers and auto medical insurers. We regularly monitor legislative and regulatory activity in all states and at the federal level that could impact any of the products we offer in all relevant market segments. In addition, we are committed to supporting our clients in meeting their regulatory obligations and, as such, we work cooperatively with them in establishing processes and procedures that comply with applicable requirements.

While we believe that we are in compliance with such laws and regulations and we will undertake efforts to comply with new laws and regulations, once effective, a failure to comply with these laws and regulations could adversely affect our contractual relationships and possibly expose us to civil or criminal sanctions by federal or state authorities. Please see the section entitled "Risk Factors — Risks Related to our Business and Operations."

12

Table of Contents

Information Technology

We have made significant investments in data and technology assets and infrastructure. We continue to invest in data science capabilities, including in AI. Our investments in capitalized software create a data and technology platform that is deeply integrated with many of our clients' technology environments in a highly customized manner and which positions us well in our clients' workflow by accessing and processing claims prior to payment. This prepayment position allows claims to be repriced if out-of-network, or screened for payment integrity issues such as fraud, waste and abuse. This common platform provides a single interface to multiple products and operates at scale. The technology infrastructure underlying our platform provides flexibility to process additional volumes or integrate new products, without substantial incremental investments in infrastructure or people. We believe our platform is among our most differentiating competitive advantages and leveraging this platform to expand our suite of products and solutions to add more value to the significant volumes of in-network, MA and Managed Medicaid claims flows already processed through our platform is a critical objective within our growth strategy.

Our investments in technology infrastructure enable us to automatically process significantly more transactions with greater accuracy and greatly improve our capacity to continuously serve our clients. In 2025, our prepayment Payment Integrity and reference-based pricing solutions returned 99% and 97%, respectively, of claims within one day. Our proprietary network repricing application is capable of returning approximately 99% of repriced claims to our payer clients on the same day. Our proprietary negotiation application features portal technology with electronic signature acceptance, sophisticated claim distribution and enhanced prioritization algorithms. We have implemented connectivity via Electronic Data Interchange ("EDI") or direct integration using web services with all of our top clients. During 2025, the majority of claims processed in our system were received via EDI or direct web service integration, with some claims now being received via Fast Healthcare Interoperability Resources ("FHIR") Application Programming Interface ("API"). As we process more claims through EDI, direct web service integration and APIs, our substantial back-office interconnectivity significantly reduces complexity and the number of processing errors. We process approximately 30 million claims every month, continuously growing our data assets and enhancing our ability to meet the needs of our clients.

Sales and Marketing

We have expanded our account management function into a newly formed Client Success Team. Their skills and expertise will support increased client satisfaction, as well as further adoption of our extensive set of solutions, thereby increasing overall value and savings for our clients. We are expanding our partnership and channel strategy to broaden the set of capabilities we offer to clients, as well as achieving deeper penetration in new and existing markets. These initiatives will increase the overall value we provide to our clients while accelerating revenue growth by enhancing existing solutions and bringing new products to market.

Human Capital

We believe that attracting, retaining and managing a diverse and talented workforce is crucial to our success and our employees. To ensure our employees have the opportunity to grow, develop and excel, we build a foundation for long-term success and continued growth by offering a range of helpful resources and benefits. We strive to create an environment where all employees feel valued, supported and empowered. We aspire to a culture built upon shared values that emphasizes respectful communication, inclusivity, effective collaboration, innovation and a commitment to high standard of behavior and performance.

We rebranded our core values to align with the Company's broader rebranding initiative. Our four BEST values - Bold with purpose, Excellence in action, Stronger as a team and Take on ownership - serve as the foundation of our culture and guide how employees work, collaborate and make decisions every day.

Learning and Development. Continuous learning is central to unlocking associates’ potential and supporting Claritev’s long-term growth strategy. Associates create semi-annual development plans aligned with business priorities and career goals and complete at least five hours of tracked annual learning to build skills and measure progress.

Our dedicated Talent Growth and Development Team partners closely with leadership to deliver development opportunities aligned with both organizational objectives and individual career advancement. We offer a broad range of learning programs through external partnerships, including self-directed learning, live instructor-led workshops and specialized leadership programs designed to prepare future leaders. We also support external learning through conference participation and a tuition reimbursement program while offering our departments tailored training aligned to their specific needs.

Talent, Opportunity and Inclusion. Claritev is dedicated to fostering an inclusive environment where associates can be engaged and make meaningful contributions. By valuing individuals with varied backgrounds, skills and experiences, we aim to build a culture that drives innovation, collaboration and long-term success. Our priorities include attracting, retaining and promoting a workforce that reflects a broad range of perspectives essential to our business and the communities we serve.

13

Table of Contents

Recognition and Performance Enablement. We strengthen associate engagement, satisfaction and performance by recognizing contributions to both colleagues and the Company. Our STAR (Service, Talent, Achievement & Reward) recognition framework provides formal and informal tools to reinforce behaviors aligned with our BEST values and business objectives.

The Multi-STAR platform offers a structured, multi-tiered approach to recognition, enabling associates to celebrate cultural observances, career milestones, peer appreciation and monetary awards tied to defined levels of contribution. In 2025, we expanded this program with the introduction of the President’s BEST Award, recognizing exceptional achievements that exemplify our BEST values.

Our Performance Enablement Program promotes a culture of high performance through a structured approach grounded in core competencies aligned with our values. In 2025, we introduced enhancements to our performance management system, including new tools and defined performance cycles focused on goal setting, check-ins, development planning and evaluations. Our pay-for-performance philosophy reinforces accountability and ensures exceptional performance is recognized and rewarded.

Compensation, Benefits and Well-Being. Our compensation philosophy emphasizes rewarding performance aligned with organizational goals. We offer competitive pay and a comprehensive benefits package, including healthcare benefits, flexible spending and health savings accounts, life insurance, disability coverage, a generous paid time off policy and a 401(k) plan with employer match.

We also provide financial wellness resources through partnerships with MMA Prosper Wise℠ and Bank of America, offering employees access to tools, resources and unlimited consultations with financial coaches. We maintain an Employee Stock Purchase Program (ESPP) that allows eligible employees to purchase shares at a 15% discount, supporting our goal of attracting, retaining and motivating talent.

As of December 31, 2025, we had approximately 3,000 full-time employees. None of our employees are represented by a labor union.

Available Information

For more information on the topics above, please see our corporate responsibility report that can be found on our website at www.claritev.com.

The information on our websites is not, and shall not be deemed to be, a part of or incorporated into this Annual Report on Form 10-K or any other filings we make with the SEC.

We are subject to the reporting and information requirements of the Exchange Act. As a result, we file periodic reports and other information with the SEC. We make these filings available free of charge in the Investor Relations section of our corporate website (www.claritev.com), as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website, http://www.sec.gov, that contains our annual, quarterly and current reports, proxy statements and other information we file electronically with the SEC.