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What changed in Claritev Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Claritev Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+544 added−713 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in Claritev Corp's 2025 10-K

544 paragraphs added · 713 removed · 446 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

145 edited+29 added−120 removed24 unchanged
Biggest changeClinical Negotiation also is integrated into Claritev's network pricing so the majority of clients benefit from this pre-payment integrity service. Pre-Payment Clinical Reviews . Pre-payment claims utilize payment integrity analytics, which may include any of the following additional reviews: medical coder, clinician, medical record or itemized bill. Claims are returned with recommended corrections.
Biggest changePayment 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.
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 payment; point-of-service cash payment processing; and other features designed to ensure satisfaction of both members and providers while delivering significant cost reduction.
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.
Commercial health plans are offered either as a 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.
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.
These economies of scale allow us to produce valuable services for our clients at lower unit costs than our competitors and to make significant investments in these services 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.
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.
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 plan measures and rewards the success of our network development team.
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.
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 2024 revenues have been clients for an average of over 20 years.
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 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.
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.
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 payors and other payors in making such determinations, as well as regulations targeting surprise billing and requiring transparency.
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.
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 abuse disorder benefits than medical/surgical benefits, whether measured in terms of quantitative treatment limitations or non-quantitative limitations ("NQTLs").
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").
We have implemented connectivity via Electronic Data Interchange ("EDI") or direct integration using web services with all of our top clients. During 2024, 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").
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 27 million claims every month, continuously growing our data assets and enhancing our ability to meet the needs of our clients.
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.
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 payor clients. The final regulations are intended to provide more clarity to ensure more plans comply with the MHPAEA NQTL Analysis requirement.
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.
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 payors manage medical spend by lowering per-unit claim costs and improving billing and payment accuracy.
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.
("HST") subsidiary we also work with employers directly and through their brokers/consultants. We indirectly serve the 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.
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.
All of the services 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.
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.
Our team of approximately 100 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.
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 payor that seeks to outsource its network contracting function.
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.
Data and Decision Science Services Our Data and Decision Science Services 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.
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.
Property and Casualty Healthcare Payors This market segment includes payors 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 payors and those in this segment.
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.
The services 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.
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.
In addition, the government or a relator 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.
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.
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 abuse information, genetic information, HIV/AIDS status, and mental health 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 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. 9 Table of Contents ◦ A team of over 400 expert claims negotiators and knowledge workers which 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 applies 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.
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.
We may also be, directly or indirectly, subject to regulation 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 payors and other payors in making such determinations.
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.
These services are applied prior to the payment of the claim and are typically processed within a day of receipt; • Payment and Revenue Integrity Services : 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 and preserve underpaid premium dollars; and • Data and Decision Science Services : a suite of solutions that apply innovative methods of data science to produce descriptive, predictive and prescriptive analytics that drive optimized benefit plan design for employers, support decision-making for payors and providers, improve clinical outcomes, and reduce the total cost of care.
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.
We believe our platform is among our most differentiated competitive advantages, and leveraging our platform to expand our suite of products and solutions and 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.
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.
VDHP 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.
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.
These dynamic capabilities include new service and product development strategies, knowledge creation and 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.
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.
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 22 Table of Contents individuals, including health-related information. State privacy laws are changing rapidly.
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.
Introduced in 2021, our surprise billing services help payors 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 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.
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.
The services 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.
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.
Our proprietary network repricing application is capable of returning approximately 99% of repriced claims to our payor clients on the same day. Our proprietary negotiation application features portal technology with electronic signature acceptance, sophisticated claim distribution and prioritization algorithms enhanced with ML.
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 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 2025, which will require updates to processes and impose additional compliance obligations for our payor clients.
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.
These services generally are used first in a solution hierarchy in which members are actively steered to participating providers through online and other directories.
These solutions generally are used first in a solution hierarchy in which members are actively steered to participating providers through online and other directories.
Payment and Revenue Integrity Services Our Payment Integrity Services use data, technology and clinical expertise to assist payors 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 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.
Network We believe we have the largest independent provider network outside of the top national payors, with over 1.4 million healthcare providers as of December 31, 2024. The breadth of our provider network enables us to offer extensive, flexible network configurations to our clients, which we believe is a competitive advantage.
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.
These laws, include, for example, the Health Insurance Portability and Accountability Act and the Health Information Technology for Economic and Clinical Health Act, each as amended, and the regulations that implement such laws ("HIPAA"), which imposes rules protecting individually identifiable health information and setting national standards for the security of electronic Protected Health Information ("PHI").
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").
Markets We Serve Through our four primary service categories, we provide solutions that address these major market segments: commercial healthcare payors, TPAs, employers, brokers/consultants, providers, government healthcare payors, and system integrators. The following table represents which of our market segments we target with each of our primary service categories.
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.
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 discretely over the course of 40+ years and is supported by our credentialing and data management expertise, sophisticated matching engine, and a network development team consisting of over 100 professionals.
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.
We offer a variety of network configurations to support 12 Table of Contents all types and sizes of health plans, generally used as either the primary network, or as a complement to another primary network. Primary Networks.
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.
In addition, we are committed to supporting our clients in meeting their regulatory obligations, so we work cooperatively with them in establishing processes and procedures that comply with applicable requirements.
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.
Any future healthcare measures and agency rules implemented by the Trump administration on us and the healthcare industry as a whole is unclear, and the implementation of healthcare reforms may negatively impact our clients, or our contractual relationships with those clients and our business in general.
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.
These services are applied prior to the payment of the claim and are often processed within a day of receipt.
These solutions are applied prior to the payment of the claim and are often processed within a day of receipt.
As a result, our revenues are typically recurring, allowing us to engage and invest in longer-term strategic, operational, and financial relationships that benefits both our clients and the Company. • Our platform is deeply integrated with our clients’ IT environments – Developed over time from our industry-leading provider network and over $700 million of 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 providers.
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.
These services can be used standalone but often are used in a solution hierarchy after Claritev's network services to reduce claims with no available network contract. VDHP services bundle network and reference-based pricing to enable a blended benefit plan design.
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.
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 Services identify payments made related to an accident that are the responsibility of another responsible third party.
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 government has used the FCA 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.
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.
The final rule becomes 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 23 Table of Contents standardize how MH/SUD services are categorized.
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.
BenInsights is integrated with over 160 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.
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.
Claritev offers solutions to our clients across four service categories from our platform: • Analytics-Based Services : 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.
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 services 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 14 Table of Contents commercial health plans of all sizes.
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.
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. Through our HSTechnology Solutions, Inc.
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.
Our Services Claritev offers a broad range of services that allows 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.
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.
Payment Integrity Services can be used before payment, to correct overpayments before they are issued, or after payment to enable the recovery of overpaid dollars. Revenue Integrity Services identify and correct errors in plan enrollment data that lead to underpayment of CMS premium dollars.
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.
This healthcare price transparency software suite enables clients to quickly query and navigate over 500 billion records of machine-readable files ("MRF") with payor and provider pricing data across top national and regional payor organizations.
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.
This platform has enabled the Company to pursue a strategy of developing or acquiring new product and service offerings and swiftly and efficiently bringing them to scale.
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.
We believe that this strategic set of data and technology assets, our 40+ 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 provides us with a foundation for potential future growth.
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.
Specifically, the MHPAEA prohibits imposing NQTLs on mental health or substance abuse disorder benefits without performing comparative analyses on what impact those NQTLs will have.
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.
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 No Surprises Act ("NSA") services in 2022 in response to a significant regulatory change.
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.
For services for which balance billing is prohibited, the NSA establishes an independent dispute resolution ("IDR") process for providers and payors 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 HHS and other governmental entities.
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.
Additionally, our out-of-network cost management services are often bundled together to provide a comprehensive cost management solution for payors that optimizes our clients' business objectives. Analytics-Based Services Our Analytics-Based Services reduce the per-unit cost of claims using data-driven negotiation and/or reference-based pricing methodologies.
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.
They feature proprietary algorithms and AI/machine learning ("ML") to allow claims to be processed quickly and accurately. Reference-Based Pricing ("RBP") . RBP provides payors with a recommended payment amount for out-of-network claims based on a reference point. Most RBP programs in the market uses Medicare as the reference point.
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.
For payors without their own direct contractual discount arrangements with providers, our primary networks serve as the network for the payor’s commercial health plans in a given service area in exchange for a PEPM rate, or as the payor’s out-of-area extended primary network in exchange for a percentage of the savings identified.
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.
The services 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 13 Table of Contents future potential overpayments. Subrogation services are also available in a Software-as-a-Service ("SaaS") model.
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.
Self-insured plans are typically administered by insurance companies or TPAs. Often, particularly for the national insurers, this ASO business is larger than the fully-insured business in terms of membership. In 2024, about 65% of covered workers were in a plan that is self-insured.
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.
We have over 280 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 40 years, we have developed and acquired significant intellectual capital and proprietary data by strategically engaging with our clients and continuously developing our suite of services.
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.
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 the policies by deploying technology to increase the likelihood that a benefit is identified and paid to the policyholder. Our Digital Claiming service integrates medical claims, to identify, notify and automatically pay supplemental benefits.
T hese 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.
Targeting issues unique to MA payors, these services use data, technology, and clinical expertise to identify and restore underpaid premiums, and to improve accuracy of future premiums paid to MA plans by CMS.
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.
Also included in this category is our Value-Driven Health Plan ("VDHP") services, which bundles reference-based pricing and member and provider engagement tools, enabling employers and other health plan sponsors to offer low-cost health plans; • Network-Based Services : contracted discounts with healthcare providers to form one of the largest PPOs in the United States, as well as outsourced network development and/or management services.
Also included in this category is our Vistara TM 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.
We have made significant investments in our IT infrastructure to enable us to automatically process significantly more transactions with greater accuracy and greatly improve our capacity to continuously serve our clients. In 2024, our prepayment Payment Integrity and reference-based pricing services returned 99% and 97%, respectively, of claims within one day.
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.
We compete with a variety of vendors in each of the main product categories in our Decision & Decision Science service 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 offered by Cotiviti, HDMS, Artemis and Merative.
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 service offerings can be used, either as a point solution or as a package of services, throughout the continuum of care to help plan members obtain quality care at an optimal price that is fair for all involved.
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.
In some instances, we provide services to payors 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").
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").
We estimate that in 2024 our clients served over 100,000 self-insured employers/plan sponsors actively using our services through the ASO distribution channels and direct relationships, which generated over 85% of our combined Network and Analytics revenues in 2024.
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 .
These services support virtually all types of payors including: employers, brokers and TPAs; medical, point solutions, supplemental and stop-loss carriers; and benefit administrators and professional employer organizations ("PEOs"). The Company currently reports revenues from Data and Decision Science Services in Analytics-based Services and will likely do so until revenues from this service line become more significant. PlanOptix®.
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.
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 ("Affordable Care Act") exchanges. Claritev supports individual plans through the insurance companies offering these plans and does not sell to individuals 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.
Our platform offers these payors a single interface to our services, which are used in combination or individually to reduce the medical cost burden on their health plan clients, by managing the utilization of medical services, lowering the per-unit cost of medical services incurred, and producing fair and efficient reimbursements.
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.
Our differentiated knowledge and data uniquely position us to customize and improve our service offerings to meet our clients’ diverse needs and preferences. • Operational scale – We process significant volumes of transactions. For the year ended December 2024, we used our core services to identify $24.7 billion in potential savings on $177.6 billion in claim charges.
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.
Commercial Healthcare Payors Third Party Admin-istrators Employers Brokers / Consultants Providers Government Healthcare Payors System Integrators Analytics-Based Services ☑ ☑ ☑ ☑ Network-Based Services ☑ ☑ ☑ ☑ ☑ ☑ Payment & Revenue Integrity Services ☑ ☑ ☑ ☑ ☑ Data & Decision Science Services ☑ ☑ ☑ ☑ ☑ ☑ ☑ Substantially all of Claritev's services are available in all 50 U.S. states and the District of Columbia.
Commercial Healthcare Payers Third Party Administrators Employers Brokers / Consultants Providers Government Healthcare Payers System Integrators Claims Intelligence Solutions ☑ ☑ ☑ ☑ Network Solutions ☑ ☑ ☑ ☑ ☑ ☑ Payment & Revenue Integrity Solutions ☑ ☑ ☑ ☑ ☑ Data and Analytics Solutions ☑ ☑ ☑ ☑ ☑ ☑ ☑ Substantially all of Claritev's solutions are available in all 50 U.S. states and the District of Columbia.
Talent and Opportunity. At Claritev, we are dedicated to fostering an inclusive environment where employees can be engaged and make meaningful contributions. By valuing individuals with varied backgrounds, and experiences, we aim to build a culture that drives innovation, collaboration, and long-term success, positively impacting the communities we serve.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, we would have had an additional $210.7 million available for borrowing under MPH's $350.0 million senior secured revolving credit facility maturing on December 31, 2029 (the “2025 revolving credit facility”) under that certain Super Senior Credit Agreement, dated as of January 30, 2025, by and among MPH, as borrower, MPH Acquisition Corp 1 ("MPH Acquisition"), the parent guarantors from time to time party thereto, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender, and a letter of credit issuer, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the "New First Lien Credit Agreement") (giving effect to the $9.3 million of outstanding letters of credit as of December 31, 2024 and the 2025 Revolving Credit Loans).
Biggest changeSee Note 9, Long-Term Debt of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for more information. 32 Table of Contents As used herein, references to "First Lien Term Loans" are to the "first-out" first lien term loans maturing on December 31, 2030 under that certain Super Senior Credit Agreement, dated as of January 30, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), by and among MPH, as borrower, MPH Acquisition, the parent guarantors from time to time party thereto, the co-obligors from time to time party thereto, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, collateral agent, swingline lender, and a letter of credit issuer (such loans, the "First-Out First Lien Term Loans") and the "second-out" first lien term loans maturing on December 31, 2030 under the First Lien Credit Agreement (such loans, the "Second-Out First Lien Term Loans"); "Second-Out First Lien Notes" are to the "second-out" 6.50% cash & 5.00% PIK first lien notes due 2030 issued by MPH (the "Second-Out First Lien A Notes") and the "second-out" 5.75% first lien notes due 2030 issued by MPH (the "Second-Out First Lien B Notes"); and "Third-Out First Lien Notes" are to the "third-out" 6.00% cash & 0.75% PIK first lien notes due 2031 issued by MPH (the "Third-Out First Lien A Notes") and the "third-out" 6.00% cash & 0.75% PIK first lien notes due 2031 issued by Claritev (the "Third-Out First Lien B Notes").
We may not be able to respond effectively to technological changes, new industry standards, or updated regulatory requirements. Moreover, other companies may develop competitive products or services, or our clients may develop internal solutions, that may result in reduced demand for our products and services. We operate in a litigious environment which may adversely affect our financial results.
We may not be able to respond effectively to technological changes, new industry standards, or updated regulatory requirements. Moreover, other companies may develop competitive products or services, or our clients may develop internal solutions, that may result in reduced demand for our products and solutions. We operate in a litigious environment which may adversely affect our financial results.
If we are found out of compliance with applicable state, federal and foreign laws and regulations, we could potentially be subject to civil or criminal sanctions, which could have a material adverse effect on our business, financial condition and results of operations.
If we are found out of compliance with applicable state, federal, or foreign laws and regulations, we could potentially be subject to civil or criminal sanctions, which could have a material adverse effect on our business, financial condition and results of operations.
Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Further, our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our business.
Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Further, our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our business.
The number of remaining shares in our stockholder-approved pool of shares may be insufficient for grants designed to align the interests of our our directors, officers and certain key employees with those of our stockholders and incentivize our directors, officers, and key employees through equity grants.
The number of remaining shares in our stockholder-approved pool of shares may be insufficient for grants designed to align the interests of our directors, officers and certain key employees with those of our stockholders and incentivize our directors, officers and key employees through equity grants.
The price of our securities may fluctuate due to a variety of factors, including: • actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; • changes in the market's expectations about our operating results; • the public's reaction to our press releases, other public announcements and filings with the SEC; • speculation in the press or investment community; • short seller reports and negative public commentary; • actual or anticipated developments in our business, competitors' businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • our ability to execute on our strategic plans and amount of costs we incur in connection therewith; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts; • operating and stock price performance of other companies that investors deem comparable to ours; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation or governmental investigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • any reduction in, or withdrawal of, our credit ratings; • the volume of our Class A common stock available for public sale; • any major change in our Board or management; • sales of substantial amounts of our common stock by our directors, officers or significant stockholders or the perception that such sales could occur; • mergers and strategic alliances in the industry in which we operate; • market prices and conditions in the industry in which we operate; • general economic and political conditions such as recessions, interest rates and "trade wars," inflation, pandemics, natural disasters, potential or actual military conflicts or acts of terrorism; • the general state of the securities markets; and • other risk factors listed in this "Risk Factors" section.
The price of our securities may fluctuate due to a variety of factors, including: • actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; • changes in the market's expectations about our operating results; • the public's reaction to our press releases, other public announcements and filings with the SEC; • speculation in the press or investment community; • short seller reports and negative public commentary; • actual or anticipated developments in our business, competitors' businesses or the competitive landscape generally; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • our ability to execute on our strategic plans and amount of costs we incur in connection therewith; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts; • operating and stock price performance of other companies that investors deem comparable to ours; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation or governmental investigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • any reduction in, or withdrawal of, our credit ratings; • the volume of our Class A common stock available for public sale; • any major change in our Board or management; • sales of substantial amounts of our Class A common stock by our directors, officers or significant stockholders or the perception that such sales could occur; • mergers and strategic alliances in the industry in which we operate; • market prices and conditions in the industry in which we operate; • general economic and political conditions such as recessions, interest rates and "trade wars," inflation, pandemics, natural disasters, potential or actual military conflicts or acts of terrorism; • the general state of the securities markets; and • other risk factors listed in this "Risk Factors" section.
The debt agreements governing our senior secured indebtedness contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the New First Lien Credit Agreement, the New Second-Out First Lien Notes, and the New Third-Out First Lien Notes, failure of a guarantee or a material portion thereof, in the case of the debt agreements governing the senior secured credit facilities (as defined below), a change of control.
The debt agreements governing our indebtedness contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the First Lien Credit Agreement, the Second-Out First Lien Notes, and the Third-Out First Lien Notes, failure of a guarantee or a material portion thereof, in the case of the debt agreements governing the senior secured credit facilities (as defined below), a change of control.
In connection with the Merger Agreement, we, the Sponsor, Holdings, H&F and certain other parties thereto entered into the Investor Rights Agreement, pursuant to which such stockholders are entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions, which rights may facilitate the sale by these holders of a significant portion of our common stock.
In connection with the Merger Agreement, we, the Sponsor, Holdings, H&F and certain other parties thereto entered into the Investor Rights Agreement, pursuant to which such stockholders are entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions, which rights may facilitate the sale by these holders of a significant portion of our Class A common stock.
New federal and state laws and regulations could force us to change the conduct of our business or operations; affect our ability to expand our operations into other geographic markets, increase costs or delay or prevent the introduction of new or enhanced solutions and products, or impair the function or value of our existing solutions and products, which could have a material adverse effect on our business, financial condition and results of operations.
New federal and state laws and regulations could force us to change the conduct of our business or operations, affect our ability to expand our operations into other geographic markets, increase costs or delay or prevent the introduction of new or enhanced solutions and products, or impair the function or value of our existing solutions and products, any of which could have a material adverse effect on our business, financial condition and results of operations.
Moreover, some of the AI/ML capabilities of our products involve, or may involve, the processing of personal data and may be subject to laws, policies, legal obligations, and codes of conduct related to privacy and data protection, each of which may be interpreted in ways that may affect the way in which we engage with AI/ML and require us to make changes to our business practices and products to comply with such obligations.
Moreover, some of the AI capabilities of our products involve, or may involve, the processing of personal data and may be subject to laws, policies, legal obligations, and codes of conduct related to privacy and data protection, each of which may be interpreted in ways that may affect the way in which we engage with AI and require us to make changes to our business practices and products to comply with such obligations.
In addition, our ability to pay dividends on our common stock is currently limited by the covenants contained in the agreements governing our debt instruments, and may be further restricted by the terms of any future debt or preferred securities. We cannot guarantee that we will pay, or if commenced continue to pay, a dividend in the future.
In addition, our ability to pay dividends on our Class A common stock is currently limited by the covenants contained in the agreements governing our debt instruments, and may be further restricted by the terms of any future debt or preferred securities. We cannot guarantee that we will pay, or if commenced continue to pay, a dividend in the future.
In addition, if we are unable to continue to meet these requirements, we may not be able to continue to list our Class A common stock on the NYSE. Our implementation of a new ERP system may adversely affect our business and results of operations or the effectiveness of our internal control over financial reporting.
In addition, if we are unable to continue to meet these requirements, we may not be able to continue to list our Class A common stock on the NYSE. Our recent implementation of a new ERP system may adversely affect our business and results of operations or the effectiveness of our internal control over financial reporting.
These provisions provide for, among other things: • the division of our Board of Directors ("Board") into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year; • that directors may only be removed for cause, and only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of stock entitled to vote thereon, voting together as a single class; 48 Table of Contents • the ability of our Board to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; • the right of H&F and Sponsor and certain of their respective affiliates to nominate a number of the members of our Board and the obligation of certain other parties to the Investor Rights Agreement to support such nominees; • certain limitations on convening special stockholder meetings; • that certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and • an event of default or an acceleration of debt in the event of a change of control.
These provisions provide for, among other things: • the division of our Board of Directors ("Board") into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year; • that directors may only be removed for cause, and only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of stock entitled to vote thereon, voting together as a single class; • the ability of our Board to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; • the right of H&F and Sponsor and certain of their respective affiliates to nominate a number of the members of our Board and the obligation of certain other parties to the Investor Rights Agreement to support such nominees; • certain limitations on convening special stockholder meetings; • that certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and • an event of default or an acceleration of debt in the event of a change of control.
We also may not be able to reprice or expand and upgrade our systems and infrastructure to accommodate such increases. Projecting such needs may be particularly difficult for new solutions, products, and services or for the expansion of existing solutions, products and services into other markets in which we have limited or no prior experience.
We also may not be able to reprice or expand and upgrade our systems and infrastructure to accommodate such increases. Projecting such needs may be particularly difficult for new solutions, products and solutions or for the expansion of existing solutions and products into other markets in which we have limited or no prior experience.
These risks are particularly present if the content, analyses, or recommendations that AI/ML applications assist in producing are or are alleged to be deficient, inaccurate, or biased, especially given our positioning in the healthcare industry where the use of AI/ML is subject to additional scrutiny and potential regulation.
These risks are particularly present if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, especially given our positioning in the healthcare industry where the use of AI is subject to additional scrutiny and potential regulation.
A failure to adequately meet stakeholders’ expectations may result in loss of business, and an inability to attract and retain clients and talented personnel, which could have a negative impact on our business, results of operations and financial condition, and potentially on the price of our common stock and cost of capital.
A failure to adequately meet stakeholders’ expectations may result in loss of business, and an inability to attract and retain clients and talented personnel, which could have a negative impact on our business, results of operations and financial condition, and potentially on the price of our Class A common stock and cost of capital.
We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the debt agreements that govern our senior indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness, including secured indebtedness, incurred in compliance with these restrictions could be substantial.
We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the debt agreements that govern our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness, including secured indebtedness, incurred in compliance with these restrictions could be substantial.
If any such indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness. A lowering or withdrawal of the ratings assigned to our debt instruments by rating agencies may increase our future borrowing costs and reduce our access to capital.
If any such repayment of indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness. A lowering or withdrawal of the ratings assigned to our debt instruments by rating agencies may increase our future borrowing costs and reduce our access to capital.
If we are unable to renew our agreement with our third-party providers on commercially acceptable terms, if our agreements with our third-party providers are prematurely terminated, or if we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers.
If we are unable to renew our agreement with our third-party providers on commercially acceptable terms, if our agreements with our third-party providers are prematurely terminated, or if we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new cloud or data center providers.
In addition, under the New First Lien Credit Agreement, in certain circumstances, solely with respect to the 2025 revolving credit facility, MPH is required to be in compliance with a consolidated first out first lien debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio covenant.
In addition, under the First Lien Credit Agreement, solely with respect to the 2025 Revolving Credit Facility, MPH is required to be in compliance with a consolidated first-out, first lien debt-to-consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio covenant under certain circumstances.
Risks Related to the Healthcare Industry and other Legal Regulations We operate in an industry that is subject to extensive federal, state and local regulation. Changes in existing healthcare laws and regulatory interpretations on a state or federal level may adversely affect us.
Risks Related to the Healthcare Industry and other Legal Regulations We operate in an industry that is subject to extensive federal, state and local regulations. Changes in existing healthcare laws and regulatory interpretations on a state or federal level may adversely affect us.
With respect to our payment and revenue integrity services, we face competition from a variety of large and small vendors offering these services. Our payment integrity services compete on the basis of analytic breadth and depth, human expertise, and scope.
With respect to our payment and revenue integrity solutions, we face competition from a variety of large and small vendors offering these services. Our payment integrity solutions compete on the basis of analytic breadth and depth, human expertise and scope.
While we currently service payor clients that are already subject to certain state-level "surprise" billing laws, we cannot assure you that the NSA and its implementing regulations, or any other initiatives aimed at addressing "surprise" billing, if implemented, would not adversely impact our ability to continue certain lines of business in existing markets or expand such business into new markets or adversely affect the contractual terms and relationships between us and our clients or result in additional compliance costs.
While we currently service payer clients that are already subject to certain state-level "surprise" billing laws, we cannot assure you that the NSA and its implementing regulations, or any other initiatives aimed at addressing "surprise" billing, if implemented, would not adversely impact our ability to continue certain lines of business in existing markets or expand such business into new markets or adversely affect the contractual terms and relationships between us and our clients or result in additional compliance costs.
The degree to which we are able to utilize our employees in a timely manner or at all is affected by a number of factors, including: • our ability to transition employees from completed projects to new assignments and to hire, assimilate, and deploy new employees; • our ability to forecast demand for our services and to maintain and deploy headcount that is aligned with demand, including employees with the right mix of skills and experience to support our projects; • our ability to manage attrition; and • our need to devote time and resources to training and other non-chargeable activities.
The degree to which we are able to utilize our employees in a timely manner or at all is affected by a number of factors, including: • our ability to transition employees from completed projects to new assignments and to hire, assimilate and deploy new employees; • our ability to forecast demand for our solutions and to maintain and deploy headcount that is aligned with demand, including employees with the right mix of skills and experience to support our projects; • our ability to manage attrition; and • our need to devote time and resources to training and other non-chargeable activities.
Divestitures involve additional risks and uncertainties, such as the ability to dispose of such businesses or assets on satisfactory terms and in a timely manner, or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing strategic acquisitions or other strategic projects or initiatives, loss of key employees or customers, exposure to unanticipated liabilities or ongoing obligations to support the businesses following such divestitures, and other adverse financial impacts.
Divestitures involve additional risks and uncertainties, such as the ability to dispose of such businesses or assets on satisfactory terms and in a timely manner, or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing strategic acquisitions or other strategic projects or initiatives, loss of key employees or clients, exposure to unanticipated liabilities or ongoing obligations to support the businesses following such divestitures and other adverse financial impacts.
Our use of AI/ML capabilities could pose risks to our clients, and it is not guaranteed that regulators will agree with our approach to limiting these risks or to our adoption of these capabilities more generally.
Our use of AI capabilities could pose risks to our clients, and it is not guaranteed that regulators will agree with our approach to limiting these risks or to our adoption of these capabilities more generally.
Consequently, real or anticipated changes in our credit rating will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness.
Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness.
Despite our implementation of our cybersecurity risk management programs, processes, and practices, our IT environment (and those of third parties on which we rely) may be vulnerable to social engineering, malware, physical break-ins, security flaws, zero day vulnerabilities, attacks by threat actors, and other cyber-incidents and disruptive problems caused by employees, contractors, clients, users, vendors or other third parties (including bad actors).
Despite our implementation of our cybersecurity risk management programs, processes and practices, our technology environment (and those of third parties on which we rely) may be vulnerable to social engineering, malware, physical break-ins, security flaws, zero day vulnerabilities, attacks by threat actors and other cyber-incidents and disruptive problems caused by employees, contractors, clients, users, vendors or other third parties (including bad actors).
In support of our Vision 2030 transformation plan, which aims to reduce costs and invest in technology for future growth, we have developed, and will continue to develop, new or additional strategic plans, including technological transformation, product development and service expansions, sales and marketing initiatives, mergers and acquisitions, improvement initiatives and efficiency measures to help self-fund some of the necessary investments to support these strategic plans.
In support of our Vision 2030 transformation plan, which aims to reduce costs and invest in technology for future growth, we have developed and will continue to develop, new or additional strategic plans, including technological transformation, product development and solution expansions, sales and marketing initiatives, mergers and acquisitions, improvement initiatives and efficiency measures to help self-fund some of the necessary investments to support these strategic plans.
Any prolonged disruption in the operations of our facilities, in particular our data centers, whether due to technical difficulties, power failures, break-ins, destruction or damage to the facilities as a result of a natural disaster, fire, or any other reason, could cause service interruptions or reduce the quality level of products and services that we provide, damage our reputation and harm our operating results.
Any prolonged disruption in the operations of our facilities, in particular our data centers, whether due to technical difficulties, power failures, break-ins, destruction or damage to the facilities as a result of a natural disaster, fire, or any other reason, could cause service interruptions or reduce the quality level of products and solutions that we provide, damage our reputation and harm our operating results.
Federal and state regulators may investigate us or our clients with respect to the payment of out-of-network claims, including the determination of payment amounts and what data and other factors are permitted to be used by commercial health payors and other payors in making such determinations, or the calculation of required amounts under the NSA, as well as investigations related to regulations requiring transparency.
Federal and state regulators may investigate us or our clients with respect to the payment of out-of-network claims, including 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, or the calculation of required amounts under the NSA, as well as investigations related to regulations requiring transparency.
The expansion of our operations into new products and services or new geographic markets may expose us to additional requirements and potential liabilities under additional statutes, legislative schemes and licensure requirements that previously have not been relevant to our business, that may increase demands on our resources for compliance activities, and that may subject us to potential penalties for noncompliance with statutory and regulatory standards.
The expansion of our operations into new products and solutions or new geographic markets may expose us to additional requirements and potential liabilities under additional statutes, legislative schemes and licensure requirements that previously have not been relevant to our business, that may increase demands on our resources for compliance activities, and that may subject us to potential penalties for noncompliance with statutory and regulatory standards.
We also use and plan to continue to use AI/ML capabilities offered by third parties to drive efficiencies and improvements in the operation of our business.
We also use and plan to continue to use AI capabilities offered by third parties to drive efficiencies and improvements in the operation of our business.
Such vulnerabilities and incidents may result, and on limited occasions in the past have resulted, in unauthorized access, exfiltration, use, disclosure, modification, or deletion of protected information that is transmitted or stored over our networks as well as interruption, delay, or cessation in our use of our IT environment as well as service to our clients and the operation of our business.
Such vulnerabilities and incidents may result, and on limited occasions in the past have resulted, in unauthorized access, exfiltration, use, disclosure, modification, or deletion of protected information that is transmitted or stored over our networks as well as interruption, delay, or cessation in our use of our technology environment as well as service to our clients and the operation of our business.
The trading prices 50 Table of Contents and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations.
The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, 38 Table of Contents prospects, financial conditions or results of operations.
Such security or privacy breaches may further: • expose us to liability to the individuals who are the subject of the information, clients that are responsible for the information and/or the parties to whom we are contractually obligated, and subject us to fines or penalties, including liability, fines and penalties under federal and state laws related to the privacy and security of protected information; • increase operating expenses as necessary to investigate security breaches and notify affected parties, remediate and/or enhance security controls, comply with federal and state regulations, defend against and resolve actual and potential claims, implement and maintain any additional requirements imposed or adopted by reason of such claims or by government action, and take action to manage public relations issues and preserve our reputation; 32 Table of Contents • harm our reputation and deter or prevent clients from using our products and services, and/or cause clients to find other means to achieve cost savings, including by switching to a competitor or by in-sourcing such services; and • jeopardize the security of confidential information stored in the computer systems of our clients in light of the frequent communication and sharing of files, data and information with our clients.
Such security or privacy breaches may further: • expose us to liability to the individuals who are the subject of the information, clients that are responsible for the information and/or the parties to whom we are contractually obligated, and subject us to fines or penalties, including liability, fines and penalties under federal and state laws related to the privacy and security of protected information; • increase operating expenses as necessary to investigate security breaches and notify affected parties, remediate and/or enhance security controls, comply with federal, state and international regulations, defend against and resolve actual and potential claims, implement and maintain any additional requirements imposed or adopted by reason of such claims or by government action, and take action to manage public relations issues and preserve our reputation; • harm our reputation and deter or prevent clients from using our products and solutions, and/or cause clients to find other means to achieve cost savings, including by switching to a competitor or by in-sourcing such services; and • jeopardize the security of confidential information stored in the computer systems of our clients in light of the frequent communication and sharing of files, data and information with our clients.
Other trends in the U.S. healthcare system that may impact our business are increased patient responsibility for medical care due to products such as high deductible health plans and the elimination of any coverage for out-of-network services or other actions by payors to incentivize the use of in-network care.
Other trends in the U.S. healthcare system that may impact our business are increased patient responsibility for medical care due to products such as high-deductible health plans and the elimination of any coverage for out-of-network services or other actions by payers to incentivize the use of in-network care.
These actions by lenders could cause cross-acceleration under the indentures that govern certain of our notes. A significant portion of our indebtedness then may become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated payments.
These actions by lenders could cause cross-acceleration under the indentures that govern certain of our notes. A significant portion of our indebtedness then may become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated repayments.
Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of our data or our clients’ data, or disrupt our ability to provide our products and services, including due to any failure by us to properly configure our third-party provider environment.
Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of our data or our clients’ data, or disrupt our ability to provide our products and solutions, including due to any failure by us to properly configure our third-party provider environment.
Our health insurance payor clients may be required to maintain restricted cash reserves and satisfy strict balance sheet ratios promulgated by state regulatory agencies. In addition, the financial stability of our payor clients may be adversely affected by a variety of factors, including costly litigation or regulatory changes.
Our health insurance payer clients may be required to maintain restricted cash reserves and satisfy strict balance sheet ratios promulgated by state regulatory agencies. In addition, the financial stability of our payer clients may be adversely affected by a variety of factors, including costly litigation or regulatory changes.
These competitors vary in size and services offered as well as target market segments. We expect competition to continue to increase with respect to each product category. With regard to each of our service offerings, we cannot assure you that we will be able to maintain our competitive position.
These competitors vary in size and services offered as well as target market segments. We expect competition to continue to increase with respect to each product category. With regard to each of our solution offerings, we cannot assure you that we will be able to maintain our competitive position.
As a provider of healthcare cost management products, services and technology as well as network management services to our clients, and as a subcontractor to contractors with federal and state governments, we are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels with respect to the above laws.
As a provider of healthcare cost management products, solutions and technology as well as network management solutions to our clients and as a subcontractor to contractors with federal and state governments, we are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels with respect to the above laws.
Our current information technology systems, procedures, and controls may not continue to support our operations while maintaining acceptable overall performance and may hinder our ability to successfully implement our growth strategy or otherwise take full advantage of the market for healthcare applications, products and services.
Our current information technology systems, procedures and controls may not continue to support our operations while maintaining acceptable overall performance and may hinder our ability to successfully implement our growth strategy or otherwise take full advantage of the market for healthcare applications, products and solutions.
Sustained or repeated system failures could reduce the attractiveness of our services, damage our reputation, and materially and adversely affect our business. The third-party providers do not have an obligation to renew their agreements with us on terms acceptable to us or at all.
Sustained or repeated system failures could reduce the attractiveness of our solutions, damage our reputation, and materially and adversely affect our business. The third-party providers do not have an obligation to renew their agreements with us on terms acceptable to us or at all.
In addition to data breach notification laws, some states have enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information, such as the CCPA and the CPRA.
In addition to data breach notification laws, some states have enacted statutes and regulations requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal information, such as the CCPA and the CPRA.
We may not achieve our expected growth if we do not successfully enter these new lines of business, launch new products, and continue to broaden the scope of our services. These efforts may require significant upfront and ongoing expenditures that we may not be able to recoup in the future.
We may not achieve our expected growth if we do not successfully enter these new lines of business, launch new products, and continue to broaden the scope of our solutions. These efforts may require significant upfront and ongoing expenditures that we may not be able to recoup in the future.
All the above factors may decrease or slow the growth in the demand for our services, which may materially and adversely affect our business, financial conditions, and results of operations. Our PPO networks may experience decreases in discounts from providers, thereby adversely affecting our competitive position and revenue.
All the above factors may decrease or slow the growth in the demand for our solutions, which may materially and adversely affect our business, financial conditions and results of operations. Our PPO networks may experience decreases in discounts from providers, thereby adversely affecting our competitive position and revenue.
Where enacted, such laws may adversely affect our non-logo business by limiting our ability to continue this business in existing markets or to expand it into new markets. The inability of our clients to pay for our products and services could decrease our revenue.
Where enacted, such laws may adversely affect our non-logo business by limiting our ability to continue this business in existing markets or to expand it into new markets. The inability of our clients to pay for our products and solutions could decrease our revenue.
Healthcare reform laws such as the Affordable Care Act have had a significant impact on the healthcare industry, including changing the manner in which providers and payors contract for products and services. In addition, under the Affordable Care Act, payors are required to meet certain financial criteria.
Healthcare reform laws such as the Affordable Care Act have had a significant impact on the healthcare industry, including changing the manner in which providers and payers contract for products and services. In addition, under the Affordable Care Act, payers are required to meet certain financial criteria.
Our clients may further disaggregate the services we provide for them generally or in certain geographical areas, such as individual states, and in doing so may create more competitive pricing conditions for such services. Moreover, some of our clients have acquired or may acquire our competitors.
Our clients may further disaggregate the solutions we provide for them generally or in certain geographical areas, such as individual states, and in doing so may create more competitive pricing conditions for such solutions. Moreover, some of our clients have acquired or may acquire our competitors.
Several states have implemented legislation mandating certain contract terms in provider contracts for group health plans, PPOs, HMOs and other third-party payors. Depending on the state, these mandatory contract terms may relate to prompt payment, payment amounts and payment methods.
Several states have implemented legislation mandating certain contract terms in provider contracts for group health plans, PPOs, HMOs and other third-party payers. Depending on the state, these mandatory contract terms may relate to prompt payment, payment amounts and payment methods.
Our operations may be adversely impacted by the effect of trends in the U.S. healthcare system, including recent trends of reduced healthcare utilization and increased patient financial responsibility for services. 27 Table of Contents Our operations have been, and may continue to be, adversely impacted by the effects of reduced utilization of the healthcare system.
Our operations may be adversely impacted by the effect of trends in the U.S. healthcare system, including recent trends of reduced healthcare utilization and increased patient financial responsibility for services. 16 Table of Contents Our operations have been, and may continue to be, adversely impacted by the effects of reduced utilization of the healthcare system.
Our failure to do so may have a material adverse effect on our business, financial condition and results of operations. If competition or pricing pressures increase, our growth and profits may decline. Pricing is highly competitive across all of our lines of service.
Our failure to do so may have a material adverse effect on our business, financial condition and results of operations. If competition or pricing pressures increase, our growth and profits may decline. Pricing is highly competitive across all of our lines of solution.
Our success will depend upon our ability to enhance our existing products and services, introduce new products and services on a timely and cost-effective basis to meet evolving client requirements, achieve market acceptance for new products and services, and respond to emerging industry standards and other technological changes.
Our success will depend upon our ability to enhance our existing products and solutions, introduce new products and solutions on a timely and cost-effective basis to meet evolving client requirements, achieve market acceptance for new products and solutions and respond to emerging industry standards and other technological changes.
Our PPO networks receive discounts from healthcare providers (such as acute care hospitals, practitioners and ancillary facilities) who participate in such networks. These discounts could be reduced due to the desire of healthcare providers to increase their net level of reimbursement from payors.
Our PPO networks receive discounts from healthcare providers (such as acute care hospitals, practitioners and ancillary facilities) who participate in such networks. These discounts could be reduced due to the desire of healthcare providers to increase their net level of reimbursement from payers.
A number of healthcare providers have historically sought and in the future may seek to limit access to their contractually negotiated network discounts by, for example, limiting either the type of payor or the type of benefit plan that may access a contractual network discount.
A number of healthcare providers have historically sought and in the future may seek to limit access to their contractually negotiated network discounts by, for example, limiting either the type of payer or the type of benefit plan that may access a contractual network discount.
Trends in the utilization of the U.S. healthcare system can be influenced by a multitude of factors, including, without limitation, decisions to delay medical care, especially elective procedures, economic pressures, and any shift in approach by payors.
Trends in the utilization of the U.S. healthcare system can be influenced by a multitude of factors, including, without limitation, decisions to delay medical care, especially elective procedures, economic pressures and any shift in approach by payers.
Our growth strategy includes the launch of new or expanded products and services and the evaluation of opportunities in new geographic markets as well as in adjacent and new market verticals, which will likely significantly increase the demands placed on our network and technology infrastructure.
Our growth strategy includes the launch of new or expanded products and solutions and the evaluation of opportunities in new geographic markets as well as in adjacent and new market verticals, which will likely significantly increase the demands placed on our network and technology infrastructure.
Moreover, we can provide no assurance that future interpretations or applications of these laws will not require us to make material changes to our operations or business, including with respect to our existing contractual arrangements with providers and payors.
Moreover, we can provide no assurance that future interpretations or applications of these laws will not require us to make material changes to our operations or business, including with respect to our existing contractual arrangements with providers and payers.
Although we anticipate proposing an increase in the shares available for grants pursuant to our 2020 Omnibus Incentive Plan at our 2025 Annual Meeting of Stockholders, there can be no assurance that our stockholders will approve such an increase.
Although we anticipate proposing an increase in the shares available for grants pursuant to our 2020 Omnibus Incentive Plan at our 2026 Annual Meeting of Stockholders, there can be no assurance that our stockholders will approve such an increase.
While it is yet to be seen whether this shifting public sentiment continues, there is significant uncertainty and we may be criticized that our level of consideration regarding ESG matters and initiatives is excessive, including expenditures relating thereto. 38 Table of Contents If we are unable to adequately address and manage these matters, our reputation, business, financial performance and growth could be adversely affected.
While it is yet to be seen whether this shifting public sentiment continues, there is significant uncertainty and we may be criticized that our level of consideration regarding ESG matters and initiatives is excessive, including expenditures relating thereto. If we are unable to adequately address and manage these matters, our reputation, business, financial performance and growth could be adversely affected.
If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline.
If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline.
We cannot assure you that we will successfully market our services to these insurance carriers and employers or that they will not resort to other means to achieve cost savings, including by in-sourcing or expanding their in-sourcing of such services.
We cannot assure you that we will successfully market our solutions to these insurance carriers and employers or that they will not resort to other means to achieve cost savings, including by in-sourcing or expanding their in-sourcing of such solutions.
We are unable to predict how these laws, regulations or other requirements will be interpreted or the full extent of their application, particularly to products and services that are not directly reimbursed by government healthcare programs.
We are unable to predict how these laws, regulations or other requirements will be interpreted or the full extent of their application, particularly to products and solutions that are not directly reimbursed by government healthcare programs.
Any rating assigned to our debt instruments could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors determined by such rating agency, so warrant.
Any rating assigned to our debt instruments could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors 34 Table of Contents determined by such rating agency, so warrant.
Further, our ability to contract at competitive rates with our PPO providers will affect the attractiveness and profitability of our network products. Finally, the providers that constitute our network may be important to our launch of new products and the expansion of the services that we offer.
Further, our ability to contract at competitive rates with our PPO providers will affect the attractiveness and profitability of our network products. Finally, the providers that constitute our network may be important to our launch of new products and the expansion of the solutions that we offer.
The fraud enforcement provisions would apply to us to the extent we are deemed a government contractor for a federal healthcare program. A number of laws bear on our relationships with physicians. There is a risk that state authorities in some jurisdictions may find that our contractual relationships with physicians violate laws prohibiting the corporate practice of medicine and fee-splitting.
The fraud enforcement provisions would apply to us to the extent we are deemed a government contractor for a federal healthcare program. A number of laws pertain to our relationships with physicians. There is a risk that state authorities in some jurisdictions may find that our contractual relationships with physicians violate laws prohibiting the corporate practice of medicine and fee-splitting.
We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service or other obligations then due.
We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and, as such, these proceeds may not be adequate to meet any debt service or other obligations then due.
Our ability to continue conducting business in the current manner could be jeopardized if, among other things, a significant number of payors were to seek price concessions directly from providers.
Our ability to continue conducting business in the current manner could be jeopardized if, among other things, a significant number of payers were to seek price concessions directly from providers.
Since the products and services we provide are not reimbursed by government healthcare programs, such fraud and abuse laws generally do not apply to our business, however, some laws may be applicable to us. The laws, regulations, and other requirements in this area are broad and complex and judicial and regulatory interpretations can be inconsistent.
Since the products and solutions we provide are not reimbursed by government healthcare programs, such fraud, waste and abuse laws generally do not apply to our business, however, some laws may be applicable to us. The laws, regulations, and other requirements in this area are broad and complex and judicial and regulatory interpretations can be inconsistent.
Moreover, in the event of our bankruptcy, dissolution, or liquidation, the holders of our senior secured indebtedness and our other indebtedness would be paid in full before any distribution can be made to the holders of our common stock.
Moreover, in the event of our bankruptcy, dissolution, or liquidation, the holders of our senior secured indebtedness and our other indebtedness would be paid in full before any distribution can be made to the holders of our Class A common stock.
Further, even if we were to prevail in any particular dispute, litigation could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. 30 Table of Contents Lawsuits of the types set out above could materially and adversely affect our results, especially if they proliferate.
Further, even if we were to prevail in any particular dispute, litigation could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. Lawsuits of the types set out above could materially and adversely affect our results, especially if they proliferate.
If third parties gain unauthorized access to our information systems or if our proprietary information is misappropriated, it may have a material adverse effect on our business, financial condition, and results of operations. Trade secret laws offer limited protection against third party development of competitive products or services.
If third parties gain unauthorized access to our information systems or if our proprietary information is misappropriated, it may have a material adverse effect on our business, financial condition and results of operations. Trade secret laws offer limited protection against 22 Table of Contents third party development of competitive products or services.
For example, we have observed significant reductions in the use of our products and services by certain clients and experienced pricing pressure from significant clients in the past, which has adversely impacted our revenue.
For example, we have observed significant reductions in the use of our products and solutions by certain clients and experienced pricing pressure from significant clients in the past, which has adversely impacted our revenue.
By way of example, although we have continued to expand our end-to-end services offered to our clients with respect to the NSA, which has, together with a shift to our other products and services, offset the negative impact of the NSA on certain lines of business, the complexity and ever-evolving nature of the NSA has been challenging.
By way of example, although we have continued to expand our end-to-end services 29 Table of Contents offered to our clients with respect to the NSA, which has, together with a shift to our other products and services, offset the negative impact of the NSA on certain lines of business, the complexity and ever-evolving nature of the NSA has been challenging.
Such litigation is increasingly brought involving multiple parties, multiple claims, or on a class-wide basis. We and our subsidiaries have and may, in the future, become involved in such litigation.
Such litigation is increasingly brought involving multiple parties, multiple claims, or on a class-wide basis. We and our subsidiaries have and may, in the future, become involved in suc h litigation.
In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of which could reduce or eliminate the value of our technology system.
In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of 23 Table of Contents which could reduce or eliminate the value of our technology system.
We have begun to incorporate, and plan to further incorporate in the future, more advanced AI and ML in our product and service offerings, and challenges with properly managing the use of AI and ML could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations, financial condition, and/or cash flows.
We have begun to incorporate, and plan to further incorporate in the future, more advanced AI in our product and solution offerings, and challenges with properly managing the use of AI could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations, financial condition, and/or cash flows.
These principles are subject to interpretation by the SEC and other organizations that develop and interpret accounting principles. New accounting principles arise regularly, implementation of which can have a significant effect on and may increase the volatility of our reported operating results and may even retroactively affect previously reported 36 Table of Contents operating results.
These principles are subject to interpretation by the SEC and other organizations that develop and interpret accounting principles. New accounting principles arise regularly, implementation of which can have a significant effect on and may increase the volatility of our reported operating results and may even retroactively affect previously reported operating results.
The Federal Trade Commission ("FTC") and states' Attorneys General have also brought enforcement actions and prosecuted some data breach cases as unfair and/or deceptive acts or practices under the FTC Act.
The Federal Trade Commission ("FTC") and states Attorneys General have also brought enforcement actions and prosecuted some data breach cases as unfair and/or deceptive acts or practices under the FTC Act.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisks from Cybersecurity Threats 52 Table of Contents From time to time, including on limited occasions in the past, we have experienced cybersecurity incidents and have been notified by third party partners of cybersecurity incidents at such partners that affected Claritev.
Biggest changeRisks from Cybersecurity Threats From time to time, including on limited occasions in the past, we have experienced cybersecurity incidents and have been notified by third party partners of cybersecurity incidents at such partners that affected Claritev. However, we have not experienced a cybersecurity threat or incident that has materially affected our business strategies, results of operations or financial condition.
We discuss these risks above in the section entitled " Risk Factors — Risks Related to Information Technology Systems, Cybersecurity, and Intellectual Property, " but the two primary inherent cybersecurity risks we face are: (i) a large scale exfiltration or acquisition of the sensitive data and information we use; and (ii) a prolonged disruption to our information technology environment, impacting our ability to deliver value to our clients.
We discuss these risks above in the section entitled " Risk Factors — Risks Related to Information Technology Systems, Cybersecurity, Artificial Intelligence and Intellectual Property, " but the two primary inherent cybersecurity risks we face are: (i) a large scale exfiltration or acquisition of the sensitive data and information we use; and (ii) a prolonged disruption to our information technology environment, impacting our ability to deliver value to our clients.
He is a two time CISO, with nearly 20 years of experience in cybersecurity. Prior to joining Claritev, he was CISO at a technology company in the financial services industry. He has also worked in cybersecurity consulting prior to becoming a CISO and he has experience in cybersecurity strategy, risk management, security architecture, incident response, digital forensics, and compliance.
He is a two-time CISO, with over 20 years of experience in cybersecurity. Prior to joining Claritev, he was CISO at a technology company in the financial services industry. He has also worked in cybersecurity consulting prior to becoming a CISO and he has experience in cybersecurity strategy, risk management, security architecture, incident response, digital forensics, and compliance.
Primary among the areas of oversight of the Risk Committee is cybersecurity, as evidenced by the fact that the Risk Committee receives a cybersecurity briefing from our Chief Information Security Officer (“CISO”) at each of its regularly scheduled quarterly meetings as well as a more detailed review of our cybersecurity posture annually.
Primary among the areas of oversight of the Risk Committee is cybersecurity, as evidenced by the fact that the Risk Committee receives a cybersecurity briefing from our Chief Information Security Officer ("CISO") at each of its regularly scheduled quarterly meetings as well as a more detailed review of our cybersecurity posture annually.
We utilize our commercial relationships and third-party partners as necessary and prudent to assist in identifying vulnerabilities, such as private threat intelligence, third-party monitoring, and the facilitation of audits and assessments. Risk Assessment As a result of the risk identification process, newly identified risks, vulnerabilities or issues are assessed to determine prioritization and to recommend corrective actions.
We utilize our commercial relationships and third-party partners as necessary and prudent to assist in identifying vulnerabilities, such as private threat intelligence, third-party monitoring, and the facilitation of audits and assessments. 40 Table of Contents Risk Assessment As a result of the risk identification process, newly identified risks, vulnerabilities or issues are assessed to determine prioritization and to recommend corrective actions.
Kim has served as our CIO since late 2013 and has 20 years of experience leading large IT organizations including at major insurance companies such as The Hartford Financial Services Group, Inc. and Torus Insurance Holdings Limited (prior to its acquisition by Enstar Group Limited). Claritev has also established a cybersecurity risk management committee, which meets quarterly.
Kim has served as our CIO and now CDO since late 2013 and has 20 years of experience leading large technology organizations including at major insurance companies such as The Hartford Financial Services Group, Inc. and Torus Insurance Holdings Limited (prior to its acquisition by Enstar Group Limited). Claritev has also established a cybersecurity risk management committee, which meets quarterly.
For example, as we continue to implement AI and ML in our products and services, the cybersecurity risks that are associated with these technologies will be considered when we determine how and to what extent these technologies are utilized.
For example, as we continue to implement AI in our products and solutions, the cybersecurity risks that are associated with these technologies will be considered when we determine how and to what extent these technologies are utilized.
These reports also include the status of threat and vulnerability management efforts, security controls engineering, user awareness 53 Table of Contents training, third-party risk management, security events, detections, investigations, as well as audit and compliance activities, among others. Mr. Riding reports to our Chief Information Officer, Michael Kim. Mr.
These reports also include the status of threat and vulnerability management efforts, security controls engineering, user awareness training, third-party risk management, security events, detections, investigations, as well as audit and compliance activities, among others. Mr. Riding reports to our Chief Digital Officer, Michael Kim. Mr.
Oversight of the ERM program, including cybersecurity risk, rests with the Risk Committee of our Board (the "Risk Committee"), which receives periodic updates regarding the ERM program from 51 Table of Contents management.
Oversight of the ERM program, including cybersecurity risk, rests with the Risk Committee of our Board (the "Risk Committee"), which receives periodic updates regarding the ERM program from management.
The frequent briefings by our CISO to the Risk Committee include, as topics of discussion, relevant threats and security incidents, high risk security issues identified and remediation plans, financial investment in cybersecurity, security ratings, overall program maturity against industry frameworks and recommended best practices, and regulatory updates.
The CISO also provides an annual cybersecurity report to the full Board. 41 Table of Contents The frequent briefings by our CISO to the Risk Committee include, as topics of discussion, relevant threats and security incidents, high risk security issues identified and remediation plans, financial investment in cybersecurity, security ratings, overall program maturity against industry frameworks and recommended best practices, and regulatory updates.
Governance Board of Directors Our Board of Directors is acutely aware of the importance of cybersecurity to the success of our business and that we have a responsibility to take prudent steps to protect the sensitive data that we maintain. To that end, in 2022, the Board formed the Risk Committee.
Governance Board of Directors Our Board of Directors is acutely aware of the importance of cybersecurity to the success of our business and that we have a responsibility to take prudent steps to protect the sensitive data that we maintain. To that end, the Board established the Risk Committee. The Risk Committee is currently chaired by Richard A.
This committee is comprised of stakeholders and senior leaders across the organization, to review the risks and remediation efforts relevant to their areas.
This committee is comprised of stakeholders and senior leaders across the organization, to review the risks and remediation efforts relevant to their areas. Item 2. Properties We lease all of our properties, which are located in 8 states. Our corporate headquarters are located in McLean, Virginia.
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However, we have not experienced a cybersecurity threat or incident that has materially affected our business strategies, results of operations or financial condition.
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Clarke and includes Dr. C. Martin Harris and Jason Kap as members, each of whom brings critical skills and perspective to the Committee’s mission regarding cybersecurity and technology.
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The CISO also provides an annual cybersecurity report to the full Board. The Risk Committee is chaired by Richard A. Clarke, an internationally recognized cybersecurity and security risk management expert, with more than 30 years serving in the U.S. government.
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His accomplishments include: first-ever White House Counter-Terrorism Czar and Cyber Czar; elected to Cyber-Security Hall of Fame; former co-chair of Virginia’s Cybersecurity Commission; former member of the New York Cybersecurity Advisory Board; former member of the Presidential Review Group on Intelligence and Technology; and numerous publications on risk management and cybersecurity, including the New York Times bestsellers Cyber War and Warnings on Terrorism and National Security.
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Mr. Clarke manages Good Harbor Security Risk Management, a cyber consultancy for major corporations. The Risk Committee is also bolstered by one of its other members, Dr. C. Martin Harris. Given Dr.
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Harris’ leadership role at the Dell Medical School at the University of Texas at Austin and his former experience as a Chief Information Officer at The Cleveland Clinic Foundation Department of General Internal Medicine, he brings real-world cybersecurity experience in the healthcare context.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following graph compares, as of each of the dates indicated, the percentage change in the Company’s cumulative total shareholder return on its Class A common stock with the cumulative total return of the S&P 500 Index and the S&P Composite 1500 Health Care Technology Index.
Biggest changeThe following graph compares the cumulative total shareholder return for our Class A common stock, the S&P 500 Index and the S&P Composite 1500 Health Care Technology Index for the period from December 31, 2020 through December 31, 2025 . Total return is based on historical results and is not intended to indicate future performance.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12, Security Ownership of Certain Beneficial Owner and Management and related Stockholder Matters, for information related to securities authorized for issuance under the Company's equity compensation plans.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12, "Security Ownership of Certain Beneficial Owner and Management and related Stockholder Matters" in this Annual Report on Form 10-K , for information related to securities authorized for issuance under the Company's equity compensation plans. Recent Sales of Unregistered Securities None.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Ticker Symbols Our Class A common stock is currently listed on NYSE under the symbol "MPLN." Our Public Warrants (as defined below) trade over the counter under the symbol "MPLNW".
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Ticker Symbols Our Class A common stock is currently listed on NYSE under the symbol "CTEV." Holders As of February 23, 2026, there were 68 holders of record of our Class A common stock.
Recent Sales of Unregistered Securities None. 54 Table of Contents Issuer Purchases of Equity Securities On February 27, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $100 million of its Class A common stock from time to time in open market transactions.
On February 27, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $100.0 million of its Class A common stock from time to time in open market transactions. The repurchase program was effective immediately and was set to expire on December 31, 2023.
The repurchase program was effective immediately and was set to expire on December 31, 2023. On November 8, 2023, the Company announced that its Board of Directors extended the Company’s $100 million program to repurchase shares of the Company’s common stock through December 31, 2024.
On November 8, 2023, the Company announced that its Board of Directors extended the Company’s $100.0 million program to repurchase shares of the Company’s Class A common stock through December 31, 2024. Total shares repurchased amounted to $25.6 million under the share repurchase program by the expiration date of December 31, 2024.
Holders As of February 21, 2025, there were 81 holders of record of our Class A common stock. Such numbers do not include beneficial owners holding our securities through nominee names. Dividend Policy We have not paid any cash dividends on our Class A common stock to date.
Such number does not include beneficial owners holding our securities through nominee names. 42 Table of Contents Dividend Policy We have not paid any cash dividends on our Class A common stock to date nor do we anticipate any such cash dividends in the foreseeable future.
Performance Graph The following Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.
Performance Graph This performance graph shall not be deemed "soliciting material" or "filed" for purpose of Section 18 of the Exchange Act, or incorporated by reference into any filing of Claritev under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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As of December 31, 2024, the Company has repurchased its Class A common stock as part of this program using cash on hand for an aggregate amount of $25.6 million, including commissions, of which $10.4 million was spent during the year ended December 31, 2024.
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Issuer Purchases of Equity Securities 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.
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The graph assumes that the value of the investment in our Class A common stock and each index was $100 at October 9, 2020, which was the first day the Class A common stock was traded on the NYSE, and that all dividends paid by those companies included in the indices were reinvested.
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The Five-Year Program was approved starting January 1, 2026 through December 31, 2030 and is subject to a $20.0 million cap per calendar year. As of the date of this filing, the Company has not made any repurchases pursuant to the Five-Year Program.
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The graph is based on historical data and is not necessarily indicative of future performance. 55 Table of Contents October 9, 2020 ($) December 31, 2023 ($) December 31, 2024 ($) Claritev Corporation 100.00 14.88 3.82 S&P 500 Index 100.00 144.29 180.39 S&P Composite 1500 Health Care Technology Index 100.00 85.22 93.53
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Data assumes an investment of $100 on December 31, 2020 and reinvestment of dividends for the S&P 500 Index and the S&P Composite 1500 Health Care Technology Index.
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We have never declared or paid cash dividends on our Class A common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 43 Table of Contents December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Claritev Corporation $ 100.0 $ 55.4 $ 14.4 $ 18.0 $ 4.6 $ 13.4 S&P 500 Index $ 100.0 $ 128.8 $ 103.8 $ 128.9 $ 158.9 $ 185.0 S&P Composite 1500 Health Care Technology Index $ 100.0 $ 117.6 $ 100.0 $ 72.7 $ 79.7 $ 69.7 Item 6. [Reserved] 44 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+28 added−111 removed26 unchanged
Biggest changeAs part of the Refinancing Transactions, we have incurred transaction expenses of approximately $68.8 million, of which $63.9 million have been expensed as incurred for the year ended December 31, 2024, and are included in Transaction Costs - Refinancing Transaction in the accompanying consolidated statements of loss and comprehensive loss, and $4.9 million associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets as of December 31, 2024. 65 Table of Contents Results of Operations for the Years Ended December 31, 2024 and 2023 The following table provides the results of operations for the periods indicated: Year Ended December 31, Change ($ in thousands) 2024 2023 $ % Revenues Network-Based Services $ 185,281 $ 223,394 $ (38,113) (17.1) % Analytics-Based Services 634,767 625,754 9,013 1.4 % Payment and Revenue Integrity Services 110,576 112,376 (1,800) (1.6) % Total Revenues $ 930,624 $ 961,524 $ (30,900) (3.2) % Costs of services (exclusive of depreciation and amortization of intangible assets shown below) 239,404 235,468 3,936 1.7 % General and administrative expenses 160,216 144,057 16,159 11.2 % Depreciation expense 88,190 77,323 10,867 14.1 % Amortization of intangible assets 343,883 342,694 1,189 0.3 % Loss on impairment of goodwill and intangible assets 1,488,863 — 1,488,863 NM Operating (loss) income (1,389,932) 161,982 (1,551,914) NM Interest expense 326,371 333,208 (6,837) (2.1) % Interest income (3,130) (8,233) 5,103 62.0 % Transaction Costs - Refinancing Transaction 63,930 — 63,930 NM Gain on extinguishment of debt (5,913) (53,968) 48,055 89.0 % Gain on change in fair value of Private Placement Warrants and Unvested Founder Shares (477) (1,965) 1,488 75.7 % Net loss before taxes (1,770,713) (107,060) (1,663,653) NM (Benefit) provision for income taxes (124,881) (15,363) (109,518) NM Net loss $ (1,645,832) $ (91,697) $ (1,554,135) NM Revenues Revenues decreased $30.9 million, or 3.2%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Biggest changeSee Note 1, General Information of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. 49 Table of Contents 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 .
Non-GAAP Financial Measures We use EBITDA, Adjusted EBITDA and Adjusted Earnings Per Share ("EPS") to evaluate our financial performance. EBITDA, Adjusted EBITDA and adjusted EPS are financial measures that are not presented in accordance with GAAP.
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.
Benefit for Income Taxes 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%.
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%.
Interest on the New 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 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 New 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 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%.
The New 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.
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.
The New 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.
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.
We define EBITDA as net 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 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.
The New 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.
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.
The New First Lien Term Loans mature on December 31, 2030 and 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 First Lien Term Loans mature on December 31, 2030 and 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.
Payment and Revenue Integrity Services are generally priced based on a percentage of savings achieved; and • Data and Decision Science Services 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.
Payment and revenue integrity solutions are generally priced based on a percentage of savings achieved; and • Data and Analytics Solutions are 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.
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 maturation date of November 1, 2028. The 5.750% Notes were issued at par.
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.
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, or a combination of the foregoing.
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.
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 services. These claims are both pre-payment and post-payment in nature.
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.
We offer these payors a single interface to our services, 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 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.
Upon the occurrence of specific kinds of changes of control events, the holders of New Second-Out First Lien A Notes will have the right to cause MPH, to repurchase some or all of the New Second-Out First Lien A Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
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.
Upon the occurrence of specific kinds of changes of control events, the holders of New Second-Out First Lien B Notes will have the right to cause MPH, to repurchase some or all of the New Second-Out First Lien B Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
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.
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 is 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.
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.
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 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 info rmation to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis.
These services are generally priced on a per provider contract or other project-based price; • Payment and Revenue Integrity Service s 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.
These solutions are generally priced on a per provider contract or other project-based price; • Payment and Revenue Integrity Solutions are 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.
The New Second-Out First Lien A Notes will bear interest at a rate per annum 71 Table of Contents 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.
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.
The New 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 million in aggregate principal amount of New Third-Out First Lien A Notes with a maturation date of March 31, 2031.
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 million in aggregate principal amount of Third-Out First Lien A Notes with a maturity date of March 31, 2031 .
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 New First Lien Credit Agreement. Interest Rate Swap Agreements 70 Table of Contents The Company is exposed to interest rate risk on its floating rate debt.
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.
The New 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 million in aggregate principal amount of New Second-Out First Lien B Notes with a maturation date of December 31, 2030.
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 million in aggregate principal amount of Second-Out First Lien B Notes with a maturity date of December 31, 2030 .
The New 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 million in aggregate principal amount of New Third-Out First Lien B Notes with a maturation date of March 31, 2031.
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 million in aggregate principal amount of Third-Out First Lien B Notes with a maturity date of March 31, 2031 .
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.
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. 56 Table of Contents Fair value measurements require considerable judgment and are sensitive to changes in underlying assumptions.
The interest rate on the Senior Convertible PIK Notes is fixed at 6% in cash and 7% 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 million in aggregate principal amount of the 5.750% Notes.
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 million in aggregate principal amount of 5.750% Senior Notes due 2028 issued by MPH (the " 5.750% Notes").
On the maturity date, MPH will repay the outstanding principal amount of the New Third-Out First Lien A Notes at a price equal to 107.0% of the principal amount thereof.
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.
On the maturity date, the Company will repay the outstanding principal amount of the New Third-Out First Lien A Notes at a price equal to 107.0% of the principal amount thereof.
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.
Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $420.0 thousand of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding. On January 30, 2025, MPH issued $600.2 million in aggregate principal amount of New Second-Out First Lien A Notes with a maturation date of December 31, 2030.
Accordingly, following completion of the Exchange Offers, $5.8 million , $5.3 million , and $0.4 million of 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 million in aggregate principal amount of Second-Out First Lien A Notes with a maturity date of December 31, 2030 .
Upon the occurrence of specific kinds of changes of control events, the holders of New Third-Out First Lien B Notes will have the right to cause Claritev or MPH, as applicable, to repurchase some or all of the applicable series of New Third-Out First Lien B Notes at 107.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
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.
Our Network-Based Services are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This service category also includes customized network development and management services for payors seeking to expand their network footprint using outsourced services.
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 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, 2024, this category represented approximately 87% of our revenues.
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.
Upon the occurrence of specific kinds of changes of control events, the holders of New Third-Out First Lien A Notes will have the right to cause Claritev or MPH, as applicable, to repurchase some or all of the applicable series of New Third-Out First Lien A Notes at 107.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
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.
See our consolidated financial statements included in this Annual Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant 62 Table of Contents compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.
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.
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 Term Loan B factoring in the effect of the interest rate swap agreements was 9.07% and 9.53% as of December 31, 2024 and 2023, respectively.
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, 2025 and 2024, respectively.
Although the end beneficiaries of our services are employers and other plan sponsors and their health plan members, our direct clients are typically payors, including payors providing ASOs, TPAs, who go to market with our services to those end clients.
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.
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) HSTechnology Solutions, Inc., (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 million in aggregate principal amount of 5.50% Notes with a maturation date of September 1, 2028.
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. 54 Table of Contents 5.50% Notes On August 24, 2021 MPH issued $1,050.0 million in 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").
Adjusted EPS is defined as net (loss) income adjusted for amortization of intangible assets, stock-based compensation, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, other expense, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and intangible assets and tax effect of adjustments to arrive at Adjusted net income divided by our basic weighted average number of shares outstanding.
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.
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.
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.
Our Analytics-Based Services claim pricing services are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network.
Within our claims intelligence solutions, the claim pricing solutions are generally priced based on a percentage of savings achie ved. 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.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes accompanying those statements appearing elsewhere in this Annual Report on Form 10-K.
Item 7. 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.
These credits are the result of payors 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.
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.
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.
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.
Our effective tax rate for the year ended December 31, 2024 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation, non-deductible goodwill impairment, tax credits, operations and state tax expense.
Our effective tax rate for the year ended December 31, 2025 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitation on executive compensation, tax credits and state tax benefit.
For the year ended December 31, 2024, this category represented approximately 11% of our revenues.
For the year ended December 31, 2025 , this category represented approximately 15.5% of our revenues.
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, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, loss on impairment of goodwill and intangible assets and stock-based compensation.
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 47 Table of Contents intangible assets and stock-based compensation, including restricted stock units granted based on a fixed monetary amount, or cRSUs.
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 Pronouncements of the Notes to Consolidated Financial Statements for additional information.
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 Pronouncements of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
These services are generally priced at a bundled PEPM rate; • Network-Based Services reduce medical cost by providing access to contracted discounts with healthcare providers with whom payors do not have a contractual relationship, through our expansive network of over 1.4 million healthcare providers, which forms one of the largest independent PPOs in the United States.
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 h ealthcare providers, which forms one of the largest independent preferred provider organizations in the United States.
Note Repurchases In the year ended December 31, 2024, the Company repurchased and cancelled $21.1 million of the Senior Convertible PIK Notes, resulting in the recognition of a gain on debt extinguishment of $5.9 million.
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.
The Company offers its solutions nationally through a range of service lines, which include: • Analytics-Based Services 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.
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 Solutions are 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.
The Refinancing Transaction did not have an impact on these interest swap agreements. 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 2.5% discount with a maturity date of October 15, 2027.
Senior Notes Senior Convertible PIK Notes On October 8, 2020, the Company issued $1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes. The Senior Convertible PIK Notes were issued with a 2.50% discount with a maturity date of October 15, 2027.
The following table presents a reconciliation of net loss to Adjusted EPS for the periods presented: Year Ended December 31, ($ in thousands, except share and per share amounts) 2024 2023 Net loss $ (1,645,831) $ (91,697) Adjustments: Amortization of intangible assets 343,883 342,694 Other expenses, net (1) 5,402 3,472 Loss on disposal of assets 8,595 851 Integration expenses 2,683 3,358 Change in fair value of Private Placement Warrants and Unvested Founder Shares (477) (1,965) Transaction-related expenses — 8,064 Transaction Costs - Refinancing Transaction 63,930 — Gain on extinguishment of debt (5,913) (53,968) Loss on impairment of goodwill and intangible assets 1,488,863 — Stock-based compensation 26,645 18,018 Estimated tax effect of adjustments (130,076) (79,781) Adjusted net income $ 157,704 $ 149,046 Weighted average shares outstanding – Basic and Diluted 16,147,506 16,128,366 Net loss per share – Basic and Diluted $ (101.92) $ (5.69) Adjusted earnings per share $ 9.77 $ 9.24 (1) "Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, gain or loss on disposal of leases, tax penalties, non-integration related severance costs, implementation costs for cloud computing arrangements, and transformation costs including internal labor.
Internal personnel expense included in the Transformation costs for the year ended December 31, 2025 amounted to $16.9 million. 48 Table of Contents 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.
Depreciation Expense The increase in depreciation expense for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due to purchases of property and equipment, including internally generated capitalized software in the years ended December 31, 2024 and 2023, partially offset by assets that were written-off or became fully depreciated in the period.
Depreciation Expense The increase in depreciation expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due to increases of property and equipment, including internally generated capitalized software in the years ended December 31, 2025 and 2024 , partially offset by assets that were written-off or became fully depreciated in the period. 51 Table of Contents 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, 2024 was primarily due to the increase in average indebtedness outstanding during the periods .
Services included in this category are as follows: ◦ Network-Based Services ▪ Commercial health primary networks ▪ Commercial health complementary networks ◦ Analytics-Based Services (Analytics-Based Services are included in this category) ▪ Reference-Based Pricing ▪ Value-Driven Health Plan Services ▪ Financial Negotiation ▪ Surprise Billing Services ◦ Payment and Revenue Integrity Services ▪ Clinical Negotiations • Payment & Revenue Integrity Services, Property & Casualty, and Other .
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 .
Net loss before income taxes for the year ended December 31, 2023 of $107.1 million generated a benefit for income taxes of $15.4 million with an effective tax rate of 14.3%.
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%.
Cash Flow Summary The following table is derived from our consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2024 2023 Net cash flows provided by (used in): Operating activities $ 107,616 $ 171,720 Investing activities $ (118,123) $ (249,792) Financing activities $ (41,315) $ (180,993) For the year ended December 31, 2024 as compared to the year ended December 31, 2023 Cash Flows from Operating Activities Cash flows from operating activities decreased by $64.1 million, or 37.3%, primarily due to lower earnings once adjusted for non-cash items, and unfavorable changes in working capital.
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, 2025 as 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.
The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods presented: Year Ended December 31, (in thousands) 2024 2023 Net loss $ (1,645,831) $ (91,697) Adjustments: Interest expense 326,371 333,208 Interest income (3,130) (8,233) Income tax benefit (124,881) (15,363) Depreciation 88,190 77,323 Amortization of intangible assets 343,883 342,694 Non-income taxes 2,338 2,283 EBITDA $ (1,013,060) $ 640,215 Adjustments: Other expenses, net (1) 5,402 3,472 Loss on disposal of assets 8,595 851 Integration expenses 2,683 3,358 Change in fair value of Private Placement Warrants and Unvested Founder Shares (477) (1,965) Transaction-related expenses — 8,064 Transaction Costs - Refinancing Transaction 63,930 — Gain on extinguishment of debt (5,913) (53,968) Loss on impairment of goodwill and intangible assets 1,488,863 — Stock-based compensation 26,645 18,018 Adjusted EBITDA $ 576,668 $ 618,045 (1) "Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, gain or loss on disposal of leases, tax penalties, non-integration related severance costs, implementation costs for cloud computing arrangements, and transformation costs including internal labor. ____________________ Material differences in Adjusted EBITDA between Claritev Corporation and MPH for the years ended December 31, 2024 and December 31, 2023 include differences in interest expense, change in fair value of Private Placement Warrants and Unvested Founder Shares, stock-based compensation, gain on retirement of debt, and Adjusted EBITDA associated with our captive insurance company, in which revenues and expenses are eliminated in the consolidated financial reporting of Claritev Corporation.
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.
References to common stock, warrants to purchase common stock, options to purchase 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. 58 Table of Contents Factors Affecting Our Results of Operations Medical Cost Savings Our business and revenues are driven by the ability to lower medical costs through claims savings for our clients.
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.
Significant judgment is used in constraining estimates of variable consideration, and these estimates are based upon both client-specific and aggregated factors that include historical billing and adjustment data, client contractual terms, and performance guarantees. We update our estimates at the end of each reporting period as additional information becomes available.
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.
Year Ended December 31, (in billions) 2024 2023 Commercial Health Plans Medical charges processed $ 80.2 $ 75.1 Potential medical cost savings $ 23.2 $ 21.7 Potential savings as % of charges 29.0 % 28.9 % Payment & Revenue Integrity, Property & Casualty, and Other Medical charges processed $ 97.4 $ 93.6 Potential medical cost savings $ 1.4 $ 1.3 Potential savings as % of charges 1.4 % 1.3 % Total Medical charges processed $ 177.6 $ 168.6 Potential medical cost savings $ 24.7 $ 22.9 Potential savings as % of charges 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.
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 peri ods 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 46 Table of Contents 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.
The volume of medical charges associated with those claims is a primary driver of our ability to generate claim savings. 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 Network-Based Services and Analytics-Based Services claims.
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.
New Notes In connection with the Exchange Offers, on January 30, 2025, $1,044.2 million, $974.5 million, and $1,253.5 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, were cancelled.
Long-Term Debt of 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 $1,253.5 million of the 5.50% Notes, the 5.750% Notes, and the Senior Convertible PIK Notes, respectively, were cancelled.
The decrease was primarily in our prepayment lines of business. 66 Table of Contents Costs of Services (exclusive of depreciation and amortization of intangible assets) Year Ended December 31, Change ($ in thousands) 2024 2023 $ % Personnel expenses excluding stock-based compensation $ 186,132 $ 188,910 $ (2,778) (1.5) % Stock-based compensation 8,080 5,532 2,547.863 46.1 % Personnel expenses including stock-based compensation 194,212 194,442 (230.137) (0.1) % Access and bill review fees 21,886 19,327 2,559 13.2 % Other cost of services expenses 23,306 21,699 1,607 7.4 % Total costs of services $ 239,404 $ 235,468 $ 3,936 1.7 % The increase in costs of services of $3.9 million, or 1.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to increases in access and bill review fees of $2.6 million related to our surprise billing services and HST products.
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, 2025 as compared to the year ended December 31, 2024 was 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.
As of December 31, 2023, our total debt had a weighted average cash interest rate of 6.83%. Interest Income The decrease in interest income of $5.1 million , or 62.0% for the year ended December 31, 2024 , as compared to the year ended December 31, 2023 was primarily due to lower amounts invested in interest bearing bank accounts.
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.
For our PSAV contracts, portions of revenues that are recognized and collected in a reporting period may be returned or credited in subsequent periods.
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.
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 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.
On February 27, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $100 million of its Class A common stock from time to time in open market transactions. The repurchase program was effective immediately and set to expire on December 31, 2023.
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.
Client Concentration Two clients individually accounted for 28% and 16% of revenues for the year ended December 31, 2024, and two clients individually accounted for 25% and 22% of revenues for the year ended December 31, 2023.
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.
In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our clients. 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").
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").
As of December 31, 2024 , our total debt had an annualized weighted average cash interest rate of 6.68%.
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 rat e of 6.92% and 6.68%, respectivel y.
The Company cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill. The fair value of our reporting unit exceeded its carrying value by less than 5%.
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.
New Term Loans and Revolver In connection with the Refinancing Transaction, on January 30, 2025, MPH issued senior secured credit facilities composed of $325.0 million of New First-Out First Lien Term Loans and $1,143.9 million of New Second-Out First Lien Term Loans and entered into a $350.0 million senior secured revolving credit facility.
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. 53 Table of Contents 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.
The New Third-Out First Lien B Notes are guaranteed and secured as described below under “— Guarantees and Security .” The New Second-Out First Lien A Notes, the New Second-Out First Lien B Notes, the New Third-Out First Lien A Notes, and the New Third-Out First Lien B Notes are referred to collectively as the "New Notes." Debt Covenants and Events of Default We are subject to certain affirmative and negative debt covenants under the debt agreements governing our indebtedness that limit our and/or certain of our subsidiaries' ability to engage in specific types of transactions.
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.
Our annualized weighted average cash interest rate decreased by 0.15% across our total debt in the year ended December 31, 2024 , as compared to the year ended December 31, 2023 .
Our annualized weighted average cash interest rate increased by 0.24% across o ur total debt in the year ended December 31, 2025, as compared to the year ended December 31, 2024. See Note 9. Long-Term Debt of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
See Note 2 Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for additional information. Goodwill Goodwill is calculated as the excess of the purchase price in an acquisition over the fair value of identifiable net assets acquired.
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.
We believe our solutions provide a strong value proposition to payors, their health plan clients and healthcare consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties.
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.
Cash Flows from Investing Activities Net cash used in investing activities decreased $131.7 million, or (52.7)% as compared to the prior-year period, primarily due to the acquisition of BST during the prior-year period. 69 Table of Contents Cash Flows from Financing Activities Net cash used in financing activities decreased $139.7 million, or (77.2)% as compared to the prior-year period, primarily due to lower repurchases of debt instruments by $137.7 million.
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.
The following is a discussion of our critical accounting policies and the related management estimates and assumptions necessary in determining the value of related assets, liabilities, revenues and expenses. Revenue Recognition We derive revenues from contracts with clients by selling various cost management services and solutions.
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.
Our effective tax rate for the year ended December 31, 2023 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, non-deductible mark-to-market liability, limitations on executive compensation, non-deductible transaction costs, changes in the Company's deferred state tax rate due to the BST acquisition and client operations, tax credits, operations and state tax expense.
Our effective tax rate for the year ended December 31, 2024 differed 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. 52 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased upon historical experience and any specific client collection issues that have been identified, we record a provision for estimated credit losses, as deemed appropriate. While such credit losses have historically been within our expectations, we cannot guarantee that we will continue to experience the same credit loss rates in the future. Interest Rate Risks.
Biggest changeWhile such expected credit losses have historically been within our expectations, we cannot guarantee that we will continue to experience the same credit loss rates in the future. Interest Rate Risks. We are exposed to changes in interest rates. Borrowings under our senior secured credit facilities are variable rate debt.
Management believes that such contracts and agreements were executed with creditworthy financial institutions. As such, we considered the risk of nonperformance to be remote. 76 Table of Contents
Management believes that such contracts and agreements were executed with creditworthy financial institutions. As such, we considered the risk of nonperformance to be remote. 57 Table of Contents
We manage our exposure to fluctuations in interest rates with respect to our senior secured credit facilities by entering into interest rate swap agreements. During the year ended December 31, 2023, we entered into three interest rate swap agreements to mitigate interest rate risk, although to some extent they exposed us to market risks and credit risks.
We manage our exposure to fluctuations in interest rates with respect to our senior secured credit facilities by entering into interest rate swap agreements. On September 12, 2023, the Company entered into three interest rate swap agreements to mitigate interest rate risk, although to some extent they exposed us to market risks and credit risks.
As of December 31, 2024, a 100-basis point increase (decrease) in the variable interest rates under Term Loan B (excluding $800 million subject to interest rate swap agreements) would result in a $4.8 million increase (decrease) in interest expense, per annum on our borrowings.
As of December 31, 2025, a 100-basis point increase (decrease) in the variable interest rates under the First Lien Term Loans (excluding $800 million subject to interest rate swap agreements) would result in a $6.6 million increase (decrease) in interest expense, per annum on our borrowings.
We are exposed to changes in interest rates. Borrowings under our senior secured credit facilities are variable rate debt. Interest rate changes generally impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant.
Interest rate changes generally impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant.
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Based upon historical collection experience, current and future economic and market conditions and any specific client's credit risk that have been identified, we record a provision for expected credit losses, as deemed appropriate.

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