Claritev Corp

Unless otherwise noted, "we," "us," "our," "Claritev," and the "Company" and similar terms refer to Claritev Corporation and its subsidiaries. Information concerning shares of our common stock has been adjusted to reflect the 1-for-40 reverse split of our common stock that was made effective on September 23, 2024.

Item 1. Business

Our Business and Market Opportunity

Claritev Corporation, which recently underwent a rebranding launched on February 17, 2025, whereby it changed its name from MultiPlan Corporation to Claritev Corporation, is a healthcare technology, data and insights company focused on improving transparency, affordability and quality. Led by deeply experienced associates, data scientists, and innovators, Claritev provides tech-enabled solutions and services fueled by multiple data sources from over 40 years of claims processing. Claritev utilizes world-class technology and artificial intelligence ("AI") solutions to power a robust enterprise platform that delivers meaningful insights to drive affordability in healthcare, brings price transparency and optimizes networks and benefits design. By focusing on purpose-built solutions that support all key players — including payors, employers, patients, providers and third parties — we aim to make healthcare more accessible and affordable for all.

We exist to address the growing cost, risk, and complexity of healthcare in the United States. According to Centers for Medicare and Medicaid ("CMS"), Americans are projected to have spent $5.0 trillion, or 18% of U.S. GDP, on healthcare in 2024, equating to approximately $15,074 per person. Healthcare spending is projected to grow by an average rate of 5.4% annually between 2024 and 2032, outpacing the average growth rate of 4.1% percent projected for GDP. CMS estimates that, at this rate, healthcare spending will represent $7.7 trillion by 2032. The Census Bureau reports that about 305 million people in the United States had health insurance coverage in 2023, of which 200 million were covered under employer-sponsored plans. CMS also cites that nearly 33 million people were enrolled in Medicare Advantage ("MA") plans in 2024, and another estimated 72 million were enrolled in managed Medicaid plans based on 2022 CMS figures.

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

As a market leading provider of data analytics and technology-enabled solutions that address these unsustainable market inefficiencies, we see an expanding opportunity to generate value for all consumers of U.S. healthcare services. According to the American Medical Association, an estimated 25% of U.S. healthcare expenditures, or approximately $1.25 trillion are attributed to some form of waste or abuse that leads to overcharges. Claritev’s services directly address the overcharges that account for about $400 billion of waste/abuse, including – above fair market value prices, clinical billing and coding errors, suspect billing schemes and patterns, errors in enrollment data and, in some cases, unnecessary services. Of the $400 billion in estimated waste/abuse, we estimate the total addressable market ("TAM") for our out-of-network cost management and out-of-network payment integrity solutions is approximately $10 billion. We estimate the TAM for our in-network payment and revenue integrity solutions is approximately $3 billion. Additionally, as a result of our recent corporate and product development activities, Claritev has entered new markets that significantly expand its addressable markets. Among others, we see opportunities to provide payor risk analytics, network transparency, and analytic services, representing an estimated total addressable market TAM of $17 billion.

Claritev was founded in 1980 as a New York-based hospital network and over time leveraged its position to pursue a consolidation strategy that established the Company as a leading independent PPO. During that time, the Company invested significant capital in our data and technology assets to become a leading independent provider of out-of-network cost management and in- and out-of-network billing and payment accuracy services. These investments, which include over $700 million in capitalized software development cumulatively, have created a data and technology platform that is deeply integrated with many of our clients' information technology environments in a highly customized manner and that occupies a unique position in our clients' workflow by accessing and processing claims prior to payment of those claims to providers ("pre-payment"). This platform 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. Consistent with this strategy, in 2023, the Company expanded the capabilities of its platform into data and decision science services through the acquisition of Benefits Science LLC ("BST"), a next generation, healthcare-focused data and advanced analytics company that applies descriptive, predictive, and prescriptive analytic solutions to client data and claims flows to help clients optimize decision-making, plan performance, network configuration, and competitive positioning.

Claritev’s platform sits at the nexus of four principal stakeholders in the healthcare industry – payors, employers/plan sponsors, plan members and healthcare providers. We operate within an ecosystem that consists of over 700+ clients, more than 100,000 employers and other plan sponsors that actively use our services through these payors, and we estimate that over 60 million consumers have access to our services through these plan sponsors, and approximately 1.4 million contracted providers within our propriety provider network. Our platform is uniquely positioned as a provider of independent solutions that reduce healthcare costs in a manner that is systematic, efficient, and fair to all these stakeholders.

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 administrative services only platforms ("ASOs") and third-party administrators ("TPAs"), who distribute our services to those end clients. 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.

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. These services are applied prior to the payment of the claim and are often processed within a day of receipt. Also included in this category is our 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. 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. We formed this new service category in 2023 and accelerated its development through the acquisition of BST.

Additionally, in 2023 Claritev entered into a joint marketing and services agreement with ECHO Health, Inc. ("ECHO") that adds payment processing of healthcare provider claims as well as payments made to other service providers. We believe our business-to-business ("B2B") payments offering has the potential to enhance the value we provide across each of our primary service categories.

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

Our Competitive Advantages

In support of our mission to improve affordability, transparency and quality in and across the U.S. healthcare system, Claritev has historically focused on helping payors manage medical spend by lowering per-unit claim costs and improving billing and payment accuracy. The evolutionary path we have taken and the significant investments we have made to realize this ambition have provided Claritev with distinctive assets that allow us to more holistically help stakeholders in the healthcare system address the growing cost, risk and complexity of healthcare across both commercial and government markets. Above all, these distinctive assets include strong relationships with our clients and a proprietary data and technology platform. These assets are comprised of difficult to replicate resources that have competitively differentiated attributes:

•Leading position with healthcare payors and a large, established distribution channel– Over many decades, we have cultivated relationships with over 700+ payors. Our relationships with many of our larger clients span decades and are characterized by strategic collaboration to advance these clients’ performance objectives and competitive positioning. This collaboration produces knowledge about our clients’ most pressing challenges and opportunities, which in turn informs our product development priorities and facilitates cross-selling that enables us to more quickly scale revenues from new products and generate returns on our product investments. The 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. 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. Our team of almost 1,000 technology professions manage 10 petabytes of data capacity, and over 5,000 servers which help orchestrate our clients' diverse workflows. 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. 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. Additionally, we converted approximately $1.7 trillion in additional claim charges, outside our core out-of-network repricing activities, into usable data that highlights significant opportunities to deliver added value to clients with our newer products and services. Our platform can integrate additional products or process increased volumes without significant investments in infrastructure or people. These economies of scale allow us to produce valuable 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. 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. 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 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. 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. 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. We believe this flexibility is an essential feature of our client value proposition and a durable source of competitive advantage.

Growth Strategy

For over 40 years our company has played a critical role in healthcare to promote fairness and help our clients control the escalating costs of providing care to members, while maintaining access to high quality care. We have longstanding and tightly knitted client relationships with proprietary data and technology solutions that are deeply integrated within our clients' core infrastructure as described earlier. 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.

In 2024, we established Vision 2030, which outlines our growth path to becoming a technology and data insights company focused on solutions that increase transparency, affordability, and quality across the entire healthcare ecosystem. A guiding principle of Vision 2030 is to deliver horizontal solutions that serve vertical markets across healthcare to increase our TAM and accelerate growth. Our new leadership team comprised of seasoned technology and healthcare executives has already established a governance structure with management processes that are fit for growth and aligned to operating a public company. As part of Vision 2030, we established a clear set of strategic pillars to align our priorities against:

•Drive value and new products in the core.

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

•Open new markets where we intend to compete and win new business.

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

•Bring in high-quality talent and create career growth opportunities.

•Focus on innovation and promote the brand.

Our current progress against our Vision 2030 plan includes:

•Commitment to technology excellence, transparency, affordability, and quality – Since December 2024, we have already announced a partnership with J2 Health, selected Oracle Cloud Infrastructure as our exclusive cloud partner to power our multi-year digital transformation, and launched CompleteVue™, our price transparency analytics tool for the provider market (described more fully later in this section).

•New subscription revenue business – Develop and achieve potential success with a new subscription revenue model designed to deliver analytics services. This represents a significant shift in how we sell our services that we anticipate will support a more predictable revenue model.

•Provider market entry – Entering and making key inroads in the provider market.

Moving into 2025, we are branding this year as THE TURN. We begin this year with a clear Annual Operating Plan, that is Market Informed, Product-Led, Partner-Enabled, and Technology-Driven to bring our Vision to life and unlock the growth potential of our unique data assets and capabilities. Everything we do will be anchored on the areas of Transparency – Affordability – Quality. We will continue implementing on our strategic pillars with a refreshed set of priorities and kick off the new year with a few big announcements in the first half that reflect our evolution to becoming a world-class data insights and technology company, including:

•Launching our new company name and branding

•Opening our new corporate headquarters in McLean, Virginia

•Announcing new partnerships to support our technology modernization and open new growth channels

•Introducing our corporate charitable foundation

We intend to be proactive and active in the market with a full roster of events and announcements to create the momentum needed for 2026, which we are branding as THE WAY UP.

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 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. 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. 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. 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. 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. We also offer this option, but most clients elect to use our Data iSight program which uses facility cost as the facility reference point and median reimbursed amounts as the professional reference point. The facility pricing methodology features a patented benchmarking process that determines the cost of a group of like claims from like providers in the same geography. Both methodologies use data from readily available public and private sources which feed our proprietary automated algorithms to deliver defensible, consistent pricing. RBP recommendations do not incorporate member protection from balance billing, so the service includes optional post-payment negotiation and patient advocacy services to negotiate settlements where needed to reduce balance billing. Our cost-driven approach was developed with input from healthcare facilities and was designed to address the typical issues providers have with reference-based pricing. As a result, we believe the propensity for providers to balance bill is materially lower than other similar services. Data iSight delivers provider acceptance of over 90% for facility and 96% for professional claims, and for those claims that are appealed, we successfully retain about 88% of savings through education and negotiation. We offer a number of additional choices of reference point, including: median contracted rates (adjusted to the Qualifying Payment Amount (as defined below) for certain surprise bill claims), and usual and customary charges. Our Reference-Based Pricing services are used by all types of payors, most notably large commercial insurers, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans. They are most commonly priced at a percentage of savings identified.

Financial Negotiation. Our financial negotiation services assist payors with pricing out-of-network claims from providers with whom neither the payor nor Claritev have been able to secure a contractual discount. We handle these claims on an individual basis and attempt to negotiate with the provider an acceptable payment amount for a specific claim that includes member protections from balance billing. Negotiation agreements protect the health plan member from balance billing.

Approximately half of the successfully negotiated claims are completed in a fully automated manner. These claims include those in which the proposed negotiated amount is generated by algorithms and automatically transmitted to the provider’s office, and/or that are electronically accepted and signed by the provider. Certain providers also choose to set up an arrangement with Claritev for pre-determined levels of discount to be automatically deducted on claims that would otherwise be individually negotiated. For those claims that are not automatically negotiated, Claritev works directly with the provider's office through our negotiations staff, which is aided by extensive workflow and benchmarking tools. Financial negotiation services are used by all types of payors, most notably Blue Cross and Blue Shield plans, provider-sponsored and independent health plans. They are priced at a percentage of savings identified.

Surprise Billing Services. 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. The Biden administration issued two interim final rules on July 13, 2021 and October 7, 2021 ("IFRs") and final regulations on August 26, 2022 (the "Final Rules"), as well as sub-regulatory guidance and proposed updates to the current regulations in reaction to litigation outcomes. The Biden administration issued various IFRs, Final Rules, and sub-regulatory guidance establishing and updating processes and timelines for dispute resolutions under the NSA and introducing changes to the reimbursement process of certain types of medical claims, increasing what was typically a one- to two-step reimbursement process to five steps. Claritev performs all five steps in an end-to-end service or makes each step available as components to meet the specific needs of each payor. The steps require extensive data collection and analysis to identify claims as surprise bills under the law’s definition; calculate the new QPA introduced by the law and append it to the claim; create an initial payment amount for the claim, typically by using the QPA as the reference point; negotiate a settlement as needed; and take claims through an independent dispute resolution process as needed. In offering these new services, we leverage existing technology and expertise in data science, claim pricing, and negotiation. "QPA," or Qualifying Payment Amount, means, with respect to a sponsor of a group health plan and health insurance issuer offering group or individual health insurance coverage, for an item or service furnished during 2022, the median of contracted rates recognized by the plan or issuer, respectively, as the total maximum payment under such plans or coverage, respectively, on January 31, 2019, for the same or a similar item or service that is provided by a provider in the same or similar specialty and provided in the same geographic region in which the item or service is furnished, consistent with the methodology established by the U.S. Department of Health and Human Services ("HHS") in regulations, and increased by the percentage increase in the consumer price index for all urban consumers (United States city average) over 2019, such percentage increase over 2020, and such percentage increase over 2021, as described in 42 U.S.C. § 300gg-111 and HHS regulations. The services are used by all types of payors that must comply with the NSA and are priced either as a percentage of savings for the end-to-end service, or on a per-claim basis for individual components.

Value-Driven Health Plan Services. 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. 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. These tools distinguish VDHPs from other plans using RBP because they deliver many of the benefits that plan members and providers expect with a PPO network, and therefore make it feasible to replace the network either in part or in full. Provider acceptance of the reference price is about 98%. Our VDHP service offerings enable a range of VDHP configurations, including a "standard" form of VDHP which integrates our PPO network for professional and select ancillary services; a "full" VDHP which has no network; and a community-based VDHP which features an agreement with a marquee health system in the area to accept the reference-based price in exchange for preferred steerage of the health plan’s members. Also, as described above, in 2023 we introduced our Balance Bill Protection™ product, which enables clients of our VDHP services to take advantage of our RBP solution while generally eliminating balance bills and alleviating abrasion between plan members, employers and providers. VDHP services are sold to employers directly using the broker/consultant channel, or through TPAs. Today, they are most in demand in the small and mid-sized group market. They are most commonly priced per-employee/member-per-month ("PEPM").

Network-Based Services

Our Network-Based Services reduce the per-unit cost of claims through contracts with providers and facilities that establish discounts with member protection from balance billing in exchange for patient steerage and other provider-friendly terms and conditions. These services generally are used first in a solution hierarchy in which members are actively steered to participating providers through online and other directories. 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. We offer a variety of network configurations to support all types and sizes of health plans, generally used as either the primary network, or as a complement to another primary network.

Primary Networks. For 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. Our national primary network, branded PHCS Network, has been continuously accredited for credentialing by the National Committee for Quality Assurance ("NCQA") since 2001. We believe this provides assurances to employers/plan sponsors and plan members of the quality of providers in the network. Clients mainly include provider-sponsored and independent health plans, Taft-Hartley plans and TPAs, as it is more cost effective for these payors to outsource this function than to incur the expense of developing and maintaining their own network of thousands of doctors and hospitals.

Complementary Networks. Our complementary networks provide clients with access to our national network of healthcare providers that offer discounts under the health plan’s out-of-network benefits, or otherwise can be accessed secondary to another network. Payors use the network to expand provider choice for consumers, and to achieve contracted price reductions with member protections on more claims. The service is priced based on a percentage of savings identified. Clients most commonly include large commercial insurers, property and casualty carriers via their bill review vendors, Taft-Hartley plans, provider-sponsored and independent health plans, and some TPAs.

Other Network Services. We also offer network build and network management services. Network build services comprise custom development of and/or access to primary network contracts, leveraging our extensive network development team and analytic tools, including a tool combining internal provider data with public sources to enable strategic targeting of providers to be contracted. Clients of this custom build/access service include MA and Medicaid health plans seeking assistance with expansion plans or help maintaining the required network adequacy. Network management services enable health plans to outsource key steps in their claim adjudication. We load proprietary or third-party network demographic and rate information and perform claim pricing as well as optional credentialing and data management services for claims associated to networks that aren’t owned by Claritev.

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 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. The services rely heavily on our internal and other data sources, advanced analysis, ML, and transaction processing technology, as well as clinical expertise to aid in the identification and selection of issues to be addressed with the least provider abrasion.

Clinical Negotiation. This is a specialized pre-payment integrity service targeting claims not reduced through a commercial healthcare payor’s primary network(s). Eligible claims are taken through payment integrity analytics and a scoring process to identify scenarios where a clinical discussion with the billing provider is warranted. Based on the resulting score, a claim reduction is negotiated with the provider based on clinical findings and a signed agreement is obtained. This service is most commonly used by large commercial payors, Blue Cross and Blue Shield plans, and provider-sponsored and other independent health plans. Claims are priced based on a percentage of savings identified. Clinical 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. The services target all claims, including a payor’s in-network claims, and are most commonly used by large commercial and MA/Medicaid insurers, Blue Cross and Blue Shield plans, and provider-sponsored and other independent health plans. Services are priced based on a percentage of savings identified, where savings is defined as the difference between the allowed amount established by pricing the claim through its normal process and the corrected allowed established based on items/services flagged for removal during the review. Some of the services also are integrated into Claritev's network pricing and analytics-based services so the majority of clients benefit from our pre-payment integrity clinical review services.

Coordination of Benefits and Subrogation Services (pre- and post-payment). 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. 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 future potential overpayments. Subrogation services are also available in a Software-as-a-Service ("SaaS") model. These services are used by commercial, MA and managed Medicaid payors and depending on the service, are priced based on a percentage of savings identified and/or recovered, per member per year, or per member with primary coverage identified.

Data Mining (post-payment). Data Mining deploys payment integrity analytics combining industry-accepted rules and plan-specific policies to identify overpayments associated with claim adjudication errors, billing errors and contract language, as well as their root causes. Findings are returned to the payor for action. These services are used by commercial, MA, managed Medicaid and state Medicaid payors and are priced based on a percentage of savings identified and/or recovered.

Revenue Integrity Services (post-payment). 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. There are three services currently offered, typically used in combination: Medicare Secondary payor interfaces with CMS to confirm member eligibility records for primacy, correct inaccuracies, and help restore and preserve underpaid premium dollars; End Stage Renal Disease ("ESRD") analyzes claim data to identify MA plan members with missing ESRD statuses at CMS and works with dialysis providers and CMS to correct the statuses; and Part D Other Health Insurance ("OHI") leverages analytics to identify MA plan members where the Part D Pharmacy Coverage on file with CMS is inaccurate and effectuates corrections with CMS. The updated Part D information improves compliance, efficiencies and member satisfaction. These services are priced based on a percentage of the CMS premiums restored to the MA payor. Part D OHI is priced per validated member with other primary Part D coverage.

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. 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®. 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. The MRF data ingested by the software is enriched using Claritev and external data sources, including demographic and affiliate data derived from Claritev’s network of 1.4 million contracted providers. The software can be used by payors and other health plan administrators to negotiate provider contracts, audit and research claims, gain insights into network performance, and make data-driven, actionable decisions. We believe the technology and data underlying PlanOptix can also be developed into software solutions that will be useful to employers, brokers and consultants, and providers.

CompleteVue™. This modern software platform provides enriched publicly available price transparency data and advanced analytics to help health systems and providers gain actionable insights for improved patient care and strategic financial decision making. As a distinctive product in the healthcare marketplace, CompleteVue makes sense of the billions of public records of healthcare pricing within seconds. CompleteVue can be used to not only analyze and benchmark market position, but also review critical insights and trends on market share and highly utilized services. CompleteVue further empowers providers to compare rates across payors and geographies. With this solution, healthcare providers can efficiently access this data to improve pricing strategies, expand access to care for patients, and optimize strategic planning. All data within CompleteVue is based on publicly available price transparency machine readable files, Medicare rates, and third-party benchmark data.

BenInsights®. This software platform enables payors and employers to harness a holistic view from their financial and clinical data, providing clarity to identify prevention-based opportunities and improve outcomes for employer plan sponsors and their advisors. BenInsights is integrated with over 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. The platform can integrate: risk models that identify emerging issues; Smart Cards that drill down to explain risk and enable patient engagement to improve the delivery of care; and analytics that help optimize benefit plan design. These solutions, designed to help develop short term programs or make long-term strategic investments, are used by payors and other health plan administrators, employers, and brokers and consultants to simplify the complex and elevate quality of care.

Risk Analytics & Insights. 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 commercial health plans of all sizes. Among other features, Risk Analytics & Insights services can utilize Claritev’s prepayment claims flows to help identify emergent risks by individual, group, or condition and to prescribe financial and clinical program enhancements that help manage these risks. These services are used by commercial, MA, managed Medicaid and state Medicaid payors.

Supplemental Carrier Services. These services are provided to supplemental and stop-loss health insurance carriers and address pressure from employer groups and policyholders to increase the value of 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. We receive medical claims files from medical carriers and identify claims that are potentially eligible for reimbursement, using algorithms that map the policy benefits of supplemental plans to the medical claims files. Carriers use our technology to identify claims exceeding a confidence score and then disseminate messages that encourage policyholders to file a claim.

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.

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

Commercial Healthcare Payors

Commercial healthcare accounted for about 31% of the total $5.0 trillion U.S. medical spend in 2024. 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. 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. As of September 30, 2024, and consistent with Claritev’s revenue mix, four of the largest publicly-held commercial health insurers reported that over 70% of their commercial membership was in self-insured plans. ASO membership was approximately 131.8 million, an increase of over 2.3 million members, or 1.8% from third quarter 2023.

Claritev services benefit both fully-insured and self-insured health plans. We work with fully-insured plans directly, including national insurers, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans. Because these entities are responsible for paying for medical claims, they are typically focused primarily on cost management and billing and payment accuracy with member features given less emphasis. These plans favor Claritev’s Analytics-Based Services, and in particular RBP, over Network-Based Services. We work with self-insured plans primarily through their plan administrators, which include the same types of companies as well as TPAs and sometimes the employers/plan sponsors themselves. Over 85% of our 2023 revenues are attributed to self-insured plans that we service through their payors or directly.

According to a Kaiser Family Foundation's Employer Health Benefits survey, annual healthcare premiums for family health coverage exceeded $25,572 in 2024, with employees paying over $6,296 toward their cost of care. Self-insured plan sponsors are responsible for paying medical claims as well as for the satisfaction of their plan members. In a tight employment market, particularly with large employers, choice of benefits and member satisfaction concerns may have equal or more weight than medical cost. This leads to the need for payors to offer variety in plan designs, and according to Kaiser Family Foundation, over two-thirds of large employers offer at least two benefit plan options to their employees. Consequently, these plans often include Network-Based Services in their service hierarchies and/or use the "standard" VDHP services that integrate the professional PPO network in order to generate savings for both the plan and plan member. Larger payors servicing self-insured plans also have extensive customized processing logic to support plan design variability as the labor market shifts, and one such client has well over 100,000 such rules in place.

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.

Government Healthcare Payors

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

Medicare Advantage plans serve the Medicare-eligible population in a private plan alternative to traditional Medicare. Kaiser Family Foundation reports that enrollment in MA plans more than doubled over the last decade. As of 2024, an estimated 32.8 million people were enrolled in MA plans compared to 30.8 million in 2023. MA payors have a greater need for billing and payment accuracy than they do for cost management, because healthcare prices largely are set. With the growth this segment has and continues to see, there is heightened competition among payors, which also drives the need for assistance in building network access. Today, these payors use Claritev’s payment and revenue integrity services. They may also outsource some portion of their provider network development to Claritev. Additionally, following our acquisition of BST, we expect to use our Risk Analytics & Insights services to help MA payors manage risks, which include the need to accurately predict healthcare costs of enrollee care to balance actual costs with the capitated premiums received from the CMS.

Medicaid and Managed Medicaid. An estimated 72.1 million people were enrolled in Medicaid and 7.2 million were enrolled in CHIP (Children’s Health Insurance Program) plans as of October 2024. This reflects a decrease of approximately 10.2% for Medicaid and an increase of 2.7% for CHIP, over October 2023 figures. As of 2021, 85%1 of Medicaid enrollees were in a managed Medicaid program. Enrollment has been growing as a result of the Medicaid expansion allowed under the Affordable Care Act. As of November 2024, 41 states including the District of Columbia have expanded or have committed to expand their Medicaid programs. As with MA, following our acquisition of BST, we expect to use our Risk Analytics & Insights services to help payors in this segment manage their risks.

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

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. The insurers are often serviced by third parties that perform bill review services that include access to provider networks. We typically work with these service providers versus the carriers directly.

Workers' Compensation. Workers' compensation insurers must pay both the indemnity costs and the medical costs associated with an injured worker. Recent trends in medical cost inflation have become a major driver in the overall cost growth for workers' compensation insurers. As of 2024, medical services accounted for about 60% of workers' compensation claims costs compared to 40% in the early 1980s. Rising medical costs have increased focus on cost management measures for the medical portion of workers' compensation insurance claims. We provide network access and pre-payment integrity services to these payors. Our analytics-based services are used to a lesser extent, primarily because the majority of states have established provider reimbursement fee schedules, in the absence of a network contract that provides other benefits to the payor.

Auto Medical. Auto insurance carriers face costs from auto damage and medical claims. Although bodily injury claim frequency continues to trend downward, bodily injury claim severity continues to increase. The rising average severity can be observed nationally by aggregating data from all states for medical specialty related third-party claims. Overall, the average claim increased around 12% between 2017 and 2019. With ongoing medical cost inflation, this trend is expected to continue into the future. Claritev’s value in this segment is similar to the workers’ compensation segment – providing network access and payment integrity services primarily, with some activity in analytics-based services where state fee schedules are not in place.

Supplemental Health Insurance Carriers

The total annualized in-force premium for the employer-based supplemental health insurance industry was just over $11.3 billion at end of 2022. The top 10 carriers make up over 80% of this market, and, through our acquisition of BST, Claritev contracts with 6 of the Top 10 carriers. Products sold by these carriers include Accident, Critical Illness, Hospital Indemnity, Cancer, and other miscellaneous policies. In this segment, we use data and decision science tools to help carriers identify opportunities to pay claims to policyholders, which addresses pressure from both employer groups and policyholders to increase the value of supplemental insurance by accurately and swiftly paying claims.

Clients

Claritev wholesales its services through multiple channels to a broad and diverse set of clients and end users, including large ASO providers, fully-insured carriers, regional payors, TPAs, brokers and consultants, and property and casualty and other supplemental insurance carriers. We work directly with over 700 payors to manage medical cost and billing and payment accuracy for their ASO, self-insured employers/plan sponsors and fully-insured health plans where applicable. We serve national and regional insurance companies, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans, TPAs, property and casualty insurers, bill review companies and other companies involved in the claims adjudication process on behalf of commercial and government health plans or property and casualty insurance policies. Through our HSTechnology Solutions, Inc. ("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. 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. Our client relationships are further strengthened by the fact that Claritev is electronically integrated with its clients in their time-sensitive claims processing functions, and we support highly flexible benefits offerings to an extensive group of clients who often feature a Claritev logo on membership cards when our networks are used.

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 ASOs and TPAs, who go to market with our wholesale services to those end clients. 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. 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. The loss of the business of one or more of our larger clients could have a material adverse effect on our results of operations. However, at the plan sponsor level, our revenues are dispersed across a broad array of employers/plan sponsors who choose Claritev's offerings as their out-of-network solution and revenue concentration is significantly lower. Within the ASO channel, the top 10 self-insured plan sponsors represent less than 9% of our combined Analytics and Network revenues in 2024.

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. 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.

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. 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.

Information Technology

The Company has made significant investments in data and technology assets over its history, including over $700 million of capitalized software development cumulatively, to create a data and technology platform that is deeply integrated with many of our clients' information technology environments in a highly customized manner and that occupies a unique position in our clients' workflow by accessing and processing claims prior to payment. This prepayment position allows claims to be repriced if out-of-network, or screened for payment integrity issues such as fraud, waste and abuse. This common platform provides a single interface to multiple products and operates at scale. Our team of almost 1,000 technology professionals manages 10 petabytes of data capacity and over 5,000 servers which help to orchestrate our clients' diverse workflows. We have over 280 proprietary applications that support thousands of client business rules across public and proprietary data sources. The IT infrastructure underlying our platform provides flexibility to process additional volumes or integrate new products, without substantial incremental investments in infrastructure or people. We believe our platform is among our most 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 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 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. 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"). 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.

We continue to invest in data science capabilities, including in AI and ML. We expanded our internal team in 2022 and added to our team and capabilities with the acquisition of BST in 2023. Our data science department includes 25+ data scientists, including many with graduate degrees. Over the last three years, our data science applications have won multiple awards, including the "Best Overall Healthcare Data Analytics Platform" award in the 2024 MedTech Breakthrough Awards, and the 2024 Globee® Awards Gold Winner in the "Achievement in Data and Analytics" category.

Sales and Marketing

During the first quarter of 2025, we launched a newly structured Growth Organization, strategically designed to enhance client growth and retention. As we continue to evolve and scale, it is imperative that we remain closely aligned with the needs of our clients. This new organization is dedicated to strengthening relationships, exceeding client expectations, and driving long-term success.

Clear Objectives of the Growth Organization:

•Enhanced Client Engagement: Our team will focus on understanding the unique goals and challenges of each client, fostering stronger and more personalized relationships.

•Growth Opportunities: We will identify opportunities for creating, upselling, cross-selling, and expanding our partnerships with clients to support their evolving needs.

•Retention and Satisfaction: Through regular check-ins, feedback loops, and ongoing support, we will ensure clients receive consistent value, encouraging long-term loyalty.

•Proactive Account Management: By adopting a proactive approach, we aim to address potential issues before they arise, ensuring smooth and seamless service at every stage of the client journey.

Alignment of the Growth Organization:

•One Team: Create a single organization dedicated to an improved client experience.

•Accountable: Build an organization based on trust, clear expectations and goals, increased creativity, quality, and productivity.

•Growth Mindset: Foster an organization that thrives on challenge and believes in our ability to provide increased value to our clients.

•Client Success Team: We have expanded our account management function into a newly formed Client Success team. Their skills and expertise will support increased client satisfaction and delight, as well as further adoption of our extensive set of solutions, thereby increasing overall value and savings for our clients.

Focused Initiatives:

•New Logo Acquisition: We will now have dedicated teams targeting new logo acquisition in the payor, broker, TPA, provider, federal and employer segments.

•Partnership and Channel Strategy: We are expanding our partnership and channel strategy to broaden the set of capabilities we offer to clients as well as achieving deeper penetration in new and existing markets. These initiatives will increase the overall value we provide clients while accelerating revenue growth by enhancing existing solutions and bringing new products to market.

Client Results:

•More Focused Support: Our new growth structure aims to enable us to provide tailored recommendations and solutions that align with clients' specific goals.

•Faster Response Times: With dedicated teams focused on client success, we expect that clients can expect more immediate and effective support.

•Strategic Growth Initiatives: We also expect clients to see new opportunities for collaboration as we work closely to identify ways to expand and enhance our relationships.

We believe this reorganization will create additional value for our clients, ensuring their continued success and satisfaction.

Our Competitors

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

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

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

Payment and Revenue Integrity Services. We compete with a variety of larger and smaller vendors of payment and revenue integrity services. Our Payment Integrity services compete on the basis of analytic breadth and depth, human expertise and scope. Virtually all payment integrity competitors originated as post-payment specialists and to varying degrees have migrated services to a pre-payment modality, while our services were built to focus on examining claims before payment occurs and now, with the 2021 acquisition of Discovery Health Partners ("DHP"), we have a broader capability to address post-payment integrity. Our Revenue Integrity services compete on the basis of identification of and assistance in restoration and preservation of underpaid premiums from CMS caused by member eligibility and status errors. Our competitors for these services typically include Optum, Conduent, Cotiviti, Inc., SCIO and The Rawlings Group.

Data & Decision Science Services. 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. In risk modeling and digital underwriting, we compete with solutions offered by Milliman, Gradient AI, 3M and John Hopkins ACG. Our digital claiming service competes with solutions offered by Nayya and Alight. Our advanced analytics solutions compete with solutions offered by Milliman.

Human Capital

Our employees are among our most critical assets. Their talent, expertise, and dedication help us achieve our mission of bringing a more fair, efficient, and affordable system to the U.S. healthcare industry. As of December 31, 2024, we had approximately 2,700 permanent employees, substantially all of whom are full-time employees and none of whom are covered by unions. We believe we have a good relationship with our employees and that belief is validated by the results of external employee engagement surveys in which we participate.

Claritev annually participates in the Great Place to Work® survey to understand how our employees perceive company culture and work environment. In 2024, our participation rate increased to 87% from 73% in 2023. Along with this improvement in participation, we achieved 87% in our overall satisfaction score, well above the 57% overall satisfaction of employees at a typical U.S.-based company. This participation rate and satisfaction score earned us a place on Fortune's Best Workplaces in New York and Best Workplaces in Health Care lists again this year.

We believe that by investing in our employees, we are building a foundation for long-term success and continued growth. We offer a range of resources and benefits to help our people grow and develop their careers, and we strive to create an environment where all employees feel valued, supported, and empowered. We aspire to a culture built upon shared values that emphasize respectful communication, inclusivity, effective collaboration, innovation, and a commitment to high standards of behavior and performance.

Some examples of the investments we make in supporting and developing our employees and our culture include:

Compensation and Benefits. Our strategic compensation philosophy is grounded on rewarding performance based on organizational goals and outcomes. We offer competitive pay and a robust benefits package, including, among other benefits, healthcare benefits, flexible spending accounts, health savings accounts, life insurance, short-term and long-term disability plans, a generous paid time off ("PTO") policy, and a 401(k) plan with employer match.

In 2024, we launched a paid parental leave program for eligible employees as part of our ongoing commitment to support our employees through their life milestones. This benefit provides 10 weeks at full pay for maternity leave and six weeks full pay for paternity leave. This benefit was a direct result of employee feedback and our desire to provide comprehensive benefits that provide value to both employee and our organization.

Additionally, we introduced new financial wellness resources through partnerships with MMA Prosper Wise SM and Bank of America. Employees have free access to a variety of online tools, resources and unlimited consultations with a financial coach to address questions related to our 401(k) plan, investing, budgeting, debt management and more to support their financial wellness goals.

We believe investing in our employees' physical, mental, and financial health to promote their overall well-being is both our ethical obligation and important to helping our employees contribute to our organizational mission and goals.

We maintain an employee stock purchase program ("ESPP") for eligible employees to support our objective of attracting, retaining and motivating talented employees. The program offers shares at a 15% discount and provides an opportunity for employees to participate in the ownership of the company. The ESPP has been positively received with robust levels of participation among our employee base.

In addition, the Claritev Scholarship program is offered to children of Claritev employees who wish to continue their education after high school to achieve their educational goals. The total amount of new scholarship awards granted in 2024 was $100,000.

Through our Claritev Helping Hands program and PTO Donation program, we are able to provide financial assistance for employees experiencing hardships; these programs are funded 100% from employee donations and are administered by the Helping Hands Committee and PTO Donation Committee, comprised of Claritev employees.

Finally, our Charitable Giving Committees support local and national communities through employee fundraising and volunteer efforts targeting underserved and underprivileged populations.

Embracing Our Core Values: The Four Pillars of Success. At the heart of our company lie four core values: Accountability, Boldness and Intentionality, Teamwork, and Service Excellence. These principles are the foundation of our high standards of conduct, guiding our decision-making, actions and collaborative efforts to achieve our goals. They shape our culture and are essential in positively impacting and supporting our stakeholders, including customers, employees, shareholders, and the healthcare communities we serve.

We weave these values into every aspect of our operations, from defining role-specific competencies and responsibilities to aligning expectations between employees and managers. By doing so, we not only advance our corporate objectives but also foster personal and professional growth among our team members.

Integrity and Trust. Claritev is committed to always conducting our business with integrity. This commitment forms the foundation of our business success, maintains our culture of honesty and fair play throughout our operations, and sustains our company’s reputation for excellence. Everyone shares that responsibility, and that’s why every employee is required to become familiar with our Code of Business Conduct and Ethics (the “Code”). New employees receive training and attest that they have read, understand and agree to the Code within the first 30 days of employment. Thereafter, employees are required to complete this training annually. This Code embodies our company’s principles and the way we do business, which include giving equal opportunities to all employees and job candidates, and compliance with all laws, rules, and regulations applicable to our business. This important document can be found on our Investor section of our website at https://investors.claritev.com/governance/governance-documents/default.aspx.

EthicsPoint is Claritev’s hotline for reporting any concerns that employees do not feel comfortable reporting through other channels. While Claritev receives high survey scores pertaining to employees’ level of comfort reporting their concerns to management, we believe it is important that employees have multiple avenues for raising, reviewing and resolving concerns in a way they are most comfortable, including confidentially.

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.

Our priorities include attracting, retaining, and promoting a workforce that mirrors the richness of diverse skills and perspectives essential for progress. We are committed to investing significant time and resources into initiatives that enhance engagement at all levels and cultivate a sense of belonging through mutual respect and understanding.

We believe that education is central to fostering our employees' and company growth. Every employee is encouraged to dedicate five hours annually where they curate their own education plans based on priorities for expanding their professional development.

Through our Charitable Giving Committees, we extend this commitment beyond the workplace, supporting local and national causes through volunteerism and fundraising efforts that uplift underrepresented and underserved communities. Together, we are building a stronger future rooted in representation, shared purpose, and community impact.

Learning and Development. We are committed to nurturing the growth of talented individuals by investing in their professional development, with a strong focus on leadership growth. Our dedicated Talent Growth and Development Team collaborates closely with leadership to ensure employees have access to development plans that align with both business objectives and personal career advancement.

We offer a wide range of development programs, partnering with vendors to provide business, professional, and technical learning opportunities. Our training programs include self-directed learning, live instructor-led workshops, and specialized leadership courses designed to cultivate the next generation of leaders.

Additionally, we provide opportunities for external knowledge development, with conference and tuition reimbursements. Tailored training is also available for departments to focus on specific topics that align with their goals. In 2024, we offered over 774 educational opportunities, totaling approximately 42,000 hours of training, with a significant portion dedicated to leadership development.

Internal Recognition and Performance Acknowledgments. We aim to enhance employee satisfaction, engagement, and productivity by openly celebrating the positive impact our employees have on their colleagues and the Company. Our MultiSTAR (Claritev Service Talent Achievement & Reward) recognition program offers both formal and informal ways for employees to acknowledge their colleagues' contributions and embodiment of our shared values.

MultiSTAR's multi-tiered award system allows employees to celebrate cultural holidays, mark career milestones, post thank-you notes on public or private feeds and recommend monetary awards for various levels of achievement. This program ensures that the efforts and accomplishments of our team members are recognized and appreciated across all levels, including a newly added President’s Award for outstanding achievements.

Performance Management Program. Our Performance Management Program rewards strong performance and drives employees to achieve desired outcomes through a structured approach enabling and recognizing performance excellence. We have established a set of core competencies that guide employees to demonstrate successful behaviors aligned with our values at the Company.

Each year, leaders collaborate with employees to set ambitious business goals and professional development plans, providing a clear roadmap for success. Managers are encouraged to continuously assess and refine these goals, development plans, and overall performance, ensuring alignment with our high standards.

This dynamic program and our performance management system empower managers to set clear expectations and track progress throughout the year, celebrating achievements and recognizing outstanding contributions. By embracing a pay-for-performance philosophy, we ensure that exceptional performance is rewarded, motivating our team to reach new heights.

For more information on the topics above, please see our environmental, social, and governance ("ESG") report that can be found on our website at www.claritev.com.

The information contained on, or that may be accessed through, the Company’s websites is not incorporated by reference into, and is not part of, this Annual Report on Form 10-K.

Government Regulations

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

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

Through our client relationships, we are subject either directly or indirectly to federal and state laws and regulations that govern privacy, security, and breaches of patient information as well as the conduct of certain electronic healthcare transactions. These laws, include, for example, the Health Insurance Portability and Accountability Act 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"). We are a "Business Associate" (as defined by HIPAA) of our clients. As such, we must comply with all applicable provisions of HIPAA, including the HIPAA Security Rule and applicable provisions of the HIPAA Privacy Rule and the Breach Notification Rule. Violations of such provisions may result in civil monetary penalties, resolution agreements, monitoring agreements, and, in certain circumstances, criminal penalties including fines and/or imprisonment. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Although HIPAA does not create a private right of action allowing individuals to sue in civil court for violations, the laws and regulations have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of patient information. In addition to HIPAA, there are federal and state laws that protect types of personal information that may be viewed as particularly sensitive, including substance abuse information, genetic information, HIV/AIDS status, and mental health information. The Federal Trade Commission has also interpreted existing consumer protection laws to impose standards for the collection, storage, processing, use, retention, disclosure, transfer, disposal, and security of information about individuals, including health-related information. State privacy laws are changing rapidly. Massachusetts and New York, for example, have enacted regulations and statutes that require any entity that holds, transmits or collects certain personal information about their residents to adopt a written data security plan that meets the requirements set forth in the statute, and to timely report certain unauthorized access to, or disclosure of, that data. In California, the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), provides California residents with a number of privacy-related rights and is more stringent in many respects than other state laws currently in effect in the United States. Further, each year a number of proposals related to data privacy or security are considered before federal and state legislative and regulatory bodies, including in a number of states considering consumer protection laws similar to those that currently exist in California, Colorado, Connecticut, Delaware, Maryland, Montana, Nevada, New Hampshire, Oregon, Texas, Utah and Virginia. In 2023, Montana, Oregon and Texas adopted laws regulating the permitted use and security of certain personal information and we expect additional states to do the same in the coming years. These laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities.

In addition, we are subject to certain state licensure and/or certification laws and other state and federal laws and regulations governing our operations and our products. Among other examples, contracts governing our relationships with healthcare providers may be subject to the federal Anti-Kickback Statute, federal False Claims Act and comparable state laws, as well as state laws prohibiting fee-splitting and the corporate practice of medicine and state and federal laws regarding transparency. The federal False Claims Act, for example, prohibits knowingly submitting or causing to be submitted false claims or statements to the federal government, including to the Medicare and Medicaid programs. The law contains whistleblower provisions, which allow private individuals (known as relators) to sue on behalf of the federal government for conduct that defrauded the federal government. 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. 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. Failure to comply with such laws can result in civil or criminal liability such as penalties, fines, and/or exclusion from federal healthcare programs. Furthermore, we may be subject to some state laws regulating the ability of PPOs to allow broad access to their provider networks.

We may also directly or indirectly be subject to state and federal regulation regarding the payment of out-of-network claims, including regulations regarding the determination of payment amounts and what data and other factors are permitted to be used by commercial health payors and other payors in making such determinations, as well as regulations targeting surprise billing and requiring transparency. For example, effective January 1, 2022, the NSA prohibits certain out-of-network providers from charging patients an amount beyond the in-network cost sharing amount for services rendered, subject to limited exceptions. 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. 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. 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.

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"). 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. Plans are required to provide these comparative analyses to the Department of Labor ("DOL") and HHS upon request, and the DOL and HHS are required to review at least 20 health plans for mental health parity each year. In 2021, the DOL reviewed over 100 plans, and determined that none of the comparative analyses were sufficient as initially submitted. In 2022 and 2023, the DOL and HHS reviewed over 40 plans, and determined once again that none of the comparative analyses were sufficient. In 2023, in response to the observations made by the DOL and HHS, the Biden administration released a substantial proposed rule that would impose additional requirements on plans and issuers with respect to the comparative analyses. Over 9,000 comments were received in response to the proposed rule. A final rule was published in September 2024, adding layers of complexity to the process for our payor clients. The final regulations are intended to provide more clarity to ensure more plans comply with the MHPAEA NQTL Analysis requirement. 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 standardize how MH/SUD services are categorized. To support our clients, we have initiated an annual process to review the prior year and create comparative analyses for aspects of our services related to network participation, credentialing, and other processes to assist clients in completing their own analyses. Additionally, states have begun to impose or update their own mental health parity initiatives, some of which require heightened annual reporting. Beginning January 1, 2026, with the full implementation of the final rule, it is unclear how our role in preparing comparative analyses will change, however we will continue to support our clients with their need for documentation to comply with MHPAEA.

We may also be, directly or indirectly, subject to 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. Our services may directly or indirectly be subject to state regulations specifically covering certain categories of clients, such as workers compensation insurers and auto medical insurers. We regularly monitor legislative and regulatory activity in all states and at the federal level that could impact any of the products we offer in all relevant market segments. In addition, we are committed to supporting our clients in meeting their regulatory obligations, so we work cooperatively with them in establishing processes and procedures that comply with applicable requirements.

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

Corporate History and Background

Our Company was founded in 1980 as a New York-based hospital network and has evolved both organically and through acquisitions from that regional network to a leading independent national PPO player, and then to a data analytics and technology-enabled end-to-end cost management, payment and revenue integrity services company. In addition to the acquisitions of BST, DHP, and HST, in 2023, 2021, and 2020, respectively, other notable acquisitions were BCE Emergis Corporation, in 2004, which extended network access nationally and added a negotiation services platform; Private Healthcare Systems, Inc., in 2006, which added a NCQA-accredited, national primary PPO network; Viant Holdings, Inc., in 2010, which added analytics-based services and additional network access including for MA and Medicaid plans; National Care Network, LLC, in 2011, which added the Data iSight pricing service; and Medical Audit and Review Solutions, Inc., in 2014, which added pre-payment integrity services.

We became a publicly-traded company in October 2020 as the result of a merger with a publicly-traded special purpose acquisition company, Churchill Capital Corporation III ("Churchill"). Churchill was incorporated in Delaware on October 30, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 12, 2020, Churchill entered into the Merger Agreement (the "Merger Agreement") by and among Music Merger Sub I, Inc. ("First Merger Sub"), Music Merger Sub II, LLC ("Second Merger Sub"), Polaris Investment Holdings, L.P. ("Holdings"), and Polaris Parent Corp. ("Former MultiPlan"). On October 8, 2020, the Merger was consummated and the other transactions contemplated by the Merger Agreement and the related agreements ("Transactions") were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and The New York Stock Exchange ("NYSE") ticker symbol for its Class A common stock to "MPLN."

On February 17, 2025, the Company changed its name from "MultiPlan Corporation" to "Claritev Corporation". The Company also announced that it intends for its Class A common stock to cease trading under the ticker symbol “MPLN” and begin trading under its new ticker symbol, “CTEV”, on the New York Stock Exchange, which the Company expects to be effective on February 28, 2025.

The Company's warrants traded on the NYSE until January 22, 2024 but now trade over the counter under the symbol "MPLNW".

Available Information

Our principal executive offices are located at 7900 Tysons One Place, Suite 400, McLean, Virginia 22102 and our telephone number at that address is (212) 780-2000.

Our website is located at www.claritev.com, and our investor relations website is located at www.investors.claritev.com. No information contained on these websites is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, are available through our investor relations website, free of charge, after we file them with the Securities and Exchange Commission (the "SEC"). We also provide a link to the section of the SEC's website at www.sec.gov that has all of the reports that we file or furnish with the SEC. Investors and others should note that we routinely announce financial and other material information using our investor relations website, SEC filings, press releases, public conference calls and webcasts. We use these channels of distribution to communicate with our investors and members of the public about our company, our services and other items of interest.