Claritev Corp

Previous wording

This item and other sections of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forwarding-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of the 2024 Form 10-K and Part II, Item 1A of this Form 10-Q, in each case under the heading “Risk Factors.” Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. We hereby qualify our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Current wording

This item and other sections of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, which are subject to the "safe harbor" created by those sections based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "predicts," "will," "would," "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of the 2025 Form 10-K under the heading "Risk Factors." Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. We hereby qualify our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Previous wording

Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, our direct customers are typically payors, including payors providing administrative services only, and third-party administrators ("TPAs"), who go to market with our services to those end customers. We offer these payors a single interface to our services, which are used in combination or individually to reduce the medical cost burden on their health plan customers, by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims.

Current wording

Although the end beneficiaries of our solutions are employers and other plan sponsors and their health plan members, our direct clients are typically payers, including payers providing administrative services only, and third-party administrators, who go to market with our solutions to those end clients. We offer these payers a single interface to our solutions, which are used in combination or individually to reduce the medical cost burden on their health plan clients by lowering the per-unit cost of medical services incurred, managing the utilization of medical services, and increasing the likelihood that the services are reimbursed without error and accepted by the provider. We are a technology-enabled service provider and transaction processor and do not deliver health-care services, provide or manage healthcare services, provide care or care management, or adjudicate or pay claims.

Previous wording

The Company, primarily through its operating subsidiary, Claritev, Inc., offers its solutions nationally through a range of service lines, which include:

Current wording

The Company, primarily through its operating subsidiary, Multiplan, Inc., d/b/a Claritev, offers its solutions nationally through a range of solution lines, which include:

Previous wording

•Analytics-Based Services reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Our Analytics-Based Services claim pricing services are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled per-employee-per-moth ("PEPM") rate;

Current wording

•Claims Intelligence Solutions are designed to reduce medical cost through data-driven algorithms and insights that detect claims over-charges and either negotiate or recommend fair reimbursement for out-of-network medical costs using a variety of data sources and pricing algorithms. Within our claims intelligence solutions, the claim pricing solutions are generally priced based on a percentage of savings achieved. Also included in this category are solutions that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These solutions are generally priced at a bundled per-employee-per-month ("PEPM") rate;

Previous wording

•Network-Based Services reduce medical cost by providing access to contracted discounts with healthcare providers with whom payors do not have a contractual relationship, through our expansive network of over 1.4 million healthcare providers, which forms one of the largest independent preferred provider organizations in the United States. Our Network-Based Services are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This service category also includes customized network development and management services for payors seeking to expand their network footprint using outsourced services. These services are generally priced on a per provider contract or other project-based price;

Current wording

•Network Solutions are designed to reduce medical cost by providing access to contracted discounts with healthcare providers with whom payers do not have a contractual relationship, through our expansive network of healthcare providers, which forms one of the largest independent preferred provider organizations in the United States. Our network solutions are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This solution category also includes customized network development and management services for payers seeking to expand their network footprint using outsourced services. These solutions are generally priced on a per provider contract or other project-based price;

Previous wording

•Payment and Revenue Integrity Services reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and Revenue Integrity Services are generally priced based on a percentage of savings achieved; and

Current wording

•Payment and Revenue Integrity Solutions are designed to reduce medical cost through data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore premium dollars underpaid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and revenue integrity solutions are generally priced based on a percentage of savings achieved; and

Previous wording

•Data and Decision Science Services reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive, and prescriptive analytics that enable customers to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. We formed this new service category in the second quarter of 2023 and accelerated its development through the acquisition of BST. Data and Decisions Science Services are generally priced based on a subscription, licensing, or per-member-per month basis.

Current wording

•Data and Analytics Solutions are designed to reduce medical costs through a next generation suite of solutions that apply modern methods of data science to produce descriptive, predictive, and prescriptive analytics that enable clients to optimize decision-making about plan design and network configurations and to support decision-making to improve clinical outcomes, plan performance, and competitive positioning. Data and analytics solutions are generally priced based on a subscription, licensing, or per-member-per month basis. The Company currently reports revenues from data and analytics solutions in claims intelligence solutions and will likely do so until revenues from this solution line become more significant.

Previous wording

We believe our solutions provide a strong value proposition to payors, their health plan customers and healthcare consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our customers. For the nine months ended September 30, 2025 and September 30, 2024 and for the year ended December 31, 2024, our comprehensive services identified approximately $18.6 billion, $18.3 billion, and $24.7 billion in potential medical cost savings, respectively.

Current wording

We believe our solutions provide a strong value proposition to payers, their health plan customers and healthcare consumers, as well as to providers. Overall, our solution offerings aim to reduce healthcare costs in a manner that is orderly, efficient, and fair to all parties. In addition, because in most instances the fee for our services is linked to the savings we identify, our revenue model is aligned with the interests of our clients.

Previous wording

Revenues increased by $15.5 million, or 6.7%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This increase in revenues was due to the increase in Network-Based Services of $6.8 million and Analytics-Based Services revenues of 6.7 million.

Current wording

Revenues increased by $13.3 million, or 5.8%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase in revenues was due to the increase in Claims intelligence solutions revenues of $12.9 million.

Previous wording

Analytics-Based Services revenues increased by $6.7 million, or 4.2%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This increase in revenue was primarily due to an increase in the Data iSight ("DIS") and Financial Negotiation ("FNX") services and partially offset by customer and program attrition.

Current wording

Claims intelligence solutions revenues increased by $12.9 million, or 8.4%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase in revenue was primarily due to an increase in Data iSight and partially offset by decrease in surprise bill services, primarily related to client and program attrition.

Previous wording

Costs of Services (exclusive of depreciation and amortization of intangible assets) (in thousands):

Current wording

Costs of Services (exclusive of depreciation and amortization of intangible assets):

Previous wording

The increase in general and administrative expenses of $24.2 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 was primarily due to $13.9 million of transformation costs, increase in personnel expenses of $4.0 million, increased stock compensation of $2.6 million, and $1.9 million of losses on disposal of assets (including right-of-use assets).

Current wording

The increase in general and administrative expenses of $10.9 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily due to $10.2 million of legal expenses related to certain antitrust matters and other transaction expenses, increase in transformation costs of $4.1 million, offset by the decrease in personnel expenses of $5.0 million, due to more personnel assigned to capital and transformation projects, and lower stock compensation of $1.5 million.

Previous wording

The increases in depreciation expenses of $3.4 million, or 15.0%, and $10.4 million, or 15.9% for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, were due to purchases of property and equipment, including internally generated capitalized software, partially offset by assets that were written off or became fully depreciated in the period.

Current wording

The increase in depreciation expenses of $0.6 million, or 2.6% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, were due to purchases of property and equipment, including internally generated capitalized software, partially offset by assets that were written off or became fully depreciated in the period.

Previous wording

The increase in interest expense of $19.4 million and $47.5 million for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 was primarily due the non-cash interest recognized on the New Notes and the increase in average indebtedness outstanding during the periods.

Current wording

The increase in interest expense of $7.9 million and 8.6% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to the increase in average indebtedness outstanding during the periods.

Previous wording

Our annualized weighted average cash interest rate increased by 0.16% across our total debt in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. As of September 30, 2025 and September 30, 2024, our total debt had an annualized weighted average cash interest rate of 6.95% and 6.79%, respectively. As of December 31, 2024, our total debt had a weighted average cash interest rate of 6.68%.

Current wording

As of March 31, 2026 and March 31, 2025, our total debt had an annualized weighted average cash interest rate of 6.88% and 6.96%, respectively, which decreased by 0.08%. As of December 31, 2025, our total debt had a weighted average cash interest rate of 6.92%.

Previous wording

The decreases in interest income of $0.8 million and $1.4 million for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024 were primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.

Current wording

The decrease in interest income of $0.3 million and 62.7% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily due to less interest earned on interest bearing bank accounts resulting from lower average invested cash and cash equivalents balances.

Previous wording

Net loss before income taxes for the three months ended September 30, 2025 of $93.4 million generated a benefit for income taxes of $23.6 million. Net loss before income taxes for the three months ended September 30, 2024 of $418.7 million generated a benefit for income taxes of $27.2 million.

Current wording

Net loss before income taxes for the three months ended March 31, 2026 of $92.7 million generated a benefit for income taxes of $19.2 million. Net loss before income taxes for the three months ended March 31, 2025 of $89.9 million generated a benefit for income taxes of $18.5 million.

Previous wording

The effective tax rate for the nine months ended September 30, 2025 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation and state taxes. The effective tax rate for the nine months ended September 30, 2024 differed from the statutory rate primarily due to stock compensation expense, limitations on executive compensation, non-deductible goodwill impairment, and state taxes.

Current wording

The effective tax rate for the three months ended March 31, 2026 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitation on executive compensation and state taxes. The effective tax rate for the three months ended March 31, 2025 differed from the statutory rate primarily due to non-deductible stock-based compensation expense, limitations on executive compensation and state taxes.

Previous wording

EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net loss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, Loss on disposal of assets, including right-of-use assets, integration expenses, gain (loss) on change in fair value of Private Placement Warrants and Unvested Founder Shares, transaction related expenses, transformation costs, (gain) loss on debt extinguishment, (gain) loss on investments, loss on impairment of goodwill and intangible assets, and stock-based compensation. See our condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.

Current wording

EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as netloss adjusted for interest expense, interest income, income tax (benefit) expense, depreciation, amortization of intangible assets, and non-income taxes. Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expenses, net, loss on sale of assets, including right-of-use assets, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on extinguishment of debt, and stock-based compensation, including cRSUs. See our condensed consolidated financial statements included in this Quarterly Report for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.

Previous wording

Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net loss adjusted for amortization of intangible assets, stock-based compensation, transaction related expenses, (gain) loss on debt extinguishment, (gain) loss on investments, other expense, gain on change in fair value of Private Placement Warrants and Unvested Founder Shares, loss on impairment of goodwill and intangible assets, and tax effect of adjustments to arrive at Adjusted net income divided by our basic weighted average number of shares outstanding.

Current wording

Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as netloss adjusted for amortization of intangible assets, other expenses, net, transformation costs, integration expenses, transaction costs related to refinancing transaction, loss on sale of assets, including right-of-use assets, loss on extinguishment of debt, stock-based compensation, including cRSUs, and tax effect of adjustments to arrive at adjusted net income divided by our basic weighted average number of shares outstanding.

Previous wording

(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, non-integration related severance costs, legal expenses associated with the multi-district litigation, and start-up costs related to international expansion.

Current wording

(1)"Other expenses, net" represents impairment of other assets, non-integration related severance costs, legal expenses associated with the antitrust matters, start-up costs related to international expansion and miscellaneous non-recurring expenses.

Previous wording

(1)"Other expenses, net" represents miscellaneous non-recurring expenses, impairment of other assets, non-integration related severance costs, legal expenses associated with the multi-district litigation, and start-up costs related to international expansion.

Current wording

(1)"Other expenses, net" represents impairment of other assets, non-integration related severance costs, legal expenses associated with the antitrust matters, start-up costs related to international expansion and miscellaneous non-recurring expenses.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of$50.6 million, which includes restricted cash of$11.5 million. As of September 30, 2025, we had $273.6 million of loan availability under the revolving credit facility. As of September 30, 2025, we had five letters of credit totaling $6.4 million of utilization against the revolving credit facility. Four letters of credit are used to satisfy real estate lease agreements for four of our offices in lieu of security deposits in the amount of $4.4 million and $3.2 million as of September 30, 2025 and December 31, 2024, respectively. The Company also has an irrevocable letter of credit to satisfy the obligations of a subsidiary in the amount of $2.0 million as of September 30, 2025 and $6.1 million as of December 31, 2024.

Current wording

As of March 31, 2026, we have drawn $125.0 million under our 2025 Revolving Credit Facility Loan and we have $6.4 million of outstanding letters of credit under such facility. Of these outstanding irrevocable letters of credit, we have four which are used to satisfy real estate lease security deposit requirements for our offices in lieu of cash deposits in an aggregate amount of $4.4 million as of March 31, 2026 and December 31, 2025, respectively. The Company also has an irrevocable letter of credit to satisfy the obligations of a captive insurance subsidiary in the amount of $2.0 million as of March 31, 2026 and December 31, 2025.

Previous wording

Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our 2025 Revolving Credit Facility. We believe these sources will provide sufficient liquidity for us to meet our working capital, and capital expenditure and other cash requirements for the next twelve months. We may from time to time at our sole discretion purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which is subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.

Current wording

Our primary sources of liquidity are internally generated funds combined with our borrowing capacity under our 2025 Revolving Credit Facility. We believe these sources will provide sufficient liquidity for us to meet our working capital, and capital expenditure and other cash requirements for the next twelve months. We may from time to time at our sole discretion purchase, redeem or retire our long-term debt, through tender offers, in privately negotiated or open market transactions or otherwise. We plan to finance our capital expenditures with cash from operations. Furthermore, our future liquidity and future ability to fund capital expenditures, working capital, and debt requirements are also dependent upon our future financial performance, which may be subject to many economic, commercial, financial and other factors that are beyond our control, including the ability of financial institutions to meet their lending obligations to us. If those factors significantly change, our business may not be able to generate sufficient cash flow from operations or future borrowings may not be available to meet our liquidity needs. We anticipate that to the extent we require additional liquidity as a result of these factors or in order to execute our strategy, it would be financed either by borrowings under our senior secured credit facilities, by other indebtedness, additional equity financings, sale of assets, or a combination of the foregoing. We may be unable to obtain any such additional financing on reasonable terms or at all.

Previous wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025

Previous wording

Cash flows from operating activities decreased by $90.0 million, primarily due to lower earnings once adjusted for non-cash items of $3.5 million, and unfavorable changes in working capital. Changes in our working capital requirements primarily reflect the timing of payment of $71.8 million of the transaction expenses related to the Refinancing Transaction, the majority of which were paid during the nine months ended September 30, 2025, and the timing of collection on Trade accounts receivables, net.

Current wording

Cash flows from oper ating activities decreased by $15.7 million, primarily due to unfavorable changes in working capital, partially offset by higher earnings once adjusted for non-cash items. Changes in our working capital requirements primarily reflect the timing of collection on trade accounts receivable, net and payment of accounts payable, accrued expenses and liabilities, and accrued interest.

Previous wording

Net cash used in investing activities decreased by $1.3 million, as compared to the prior-year period, primarily due to higher proceeds from the sale of investments, partially offset by investments in technologies to support our transformation initiatives.

Current wording

Net cash used in investing activities increased by $7.9 million, as compared to the prior-year period, due to increased investments in technologies to support our transformation initiatives.

Previous wording

Net cash provided by financing activities increased $94.0 million as compared to the prior-year period, primarily due the net borrowing of $70.0 million on our 2025 Revolving Credit Facility to fund the transaction costs related to the Refinancing Transaction versus the repurchase of PIK Notes of $14.9 million and treasury stock of $10.4 million in the prior period.

Current wording

Net cash provided by financing activities increased by $25.8 million as compared to the prior-year period, primarily due to the increase in net borrowing of $25.0 million on our 2025 Revolving Credit Facility to fund the working capital needs.

Previous wording

In connection with the Refinancing Transaction, on January 30, 2025, MPH issued senior secured credit facilities composed of $325.0 million of New First-Out First Lien Term Loans and $1,143.9 million of New Second-Out First Lien Term Loans and entered into a $350.0 million senior secured revolving credit facility.

Current wording

In connection with the Refinancing Transaction that closed on January 30, 2025, MPH issued senior secured credit facilities composed of $325.0 million of First-Out First Lien Term Loans and $1,143.9 million of Second-Out First Lien Term Loans (collectively, the "First Lien Term Loans") and entered into a $350.0 million 2025 Revolving Credit Facility. The First Lien Term Loans mature on December 31, 2030 and the 2025 Revolving Credit Facility matures on December 31, 2029.

Previous wording

The Company is exposed to interest rate risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across the three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments. The Refinancing Transaction did not have an impact on these interest swap agreements.

Current wording

The Company is exposed to interest rate risk on its floating rate debt. On September 12, 2023, the Company entered into three interest rate swap agreements with a total notional value of $800.0 million to effectively convert a portion of its floating rate debt to a fixed-rate basis of 4.59% as a weighted-average across the three swaps. The interest rate swap agreements are effective August 31, 2023 and mature on August 31, 2026. The principal objective of these contracts is to reduce the volatility of the cash flows in interest payments associated with the Company's floating rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company's interest rate swaps are highly effective at offsetting the changes in cash outflows and therefore designated as cash flow hedging instruments. The Refinancing Transaction did not have an impact on these interest swap agreements.

Previous wording

In connection with the Exchange Offers, on January 30, 2025,$1,044.2 million, $974.5 million, and $1,253.5 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, were cancelled. Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $420.0 thousand of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding.

Current wording

In connection with the Exchange Offers on January 30, 2025,$1,044.2 million, $974.5 million, and $1,253.5 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, were cancelled. Accordingly, following completion of the Exchange Offers, $5.8 million, $5.3 million, and $0.4 million of the 5.50% Notes, the 5.750% Senior Notes, and the Senior Convertible PIK Notes, respectively, remain outstanding.

Previous wording

As of September 30, 2025 and December 31, 2024 we were incompliance with all of the debt covenants.

Current wording

As of March 31, 2026 and December 31, 2025 we were in compliance with all of the debt covenants.

Previous wording

Two clients individually accounted for 28% and 16% of revenues for the year ended December 31, 2024. Three clients individually accounted for 28%, 11% and 10% of revenue for the nine months ended September 30, 2025. The loss of the business of one or more of our larger customers could have a material adverse effect on our results of operations. For further discussion on our customer concentration, please refer to Part I, Item 1A. "Risk Factors" in our 2024 Annual Reporton Form 10-K.

Current wording

One client individually accounted for 33.6% of revenue for the three months ended March 31, 2026. Two clients individually accounted for 29.2% and 10.4% of revenues for the year ended December 31, 2025. The loss of the business of one or more of our larger clients could have a material adverse effect on our results of operations. For further discussion on our client concentration, please refer to Part I, Item 1A. "Risk Factors" in our 2025 Annual Reporton Form 10-K.