Claritev Corp

Current report

We operate in a litigious environment which may adversely affect our financial results.

Current report

We may, and in the past have, become involved in legal actions and claims arising in the ordinary course of business, including litigation regarding employment matters, breach of contract, violations of laws and regulations and other commercial matters. Further, we are the subject of governmental investigations from time to time. Due to the inherent uncertainty in the litigation or governmental investigation process, the resolution of any particular legal proceeding or governmental investigation could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.

Current report

Healthcare providers have become more resistant to the use of cost management techniques and are engaging in litigation to avoid application of cost management practices. Litigation brought by healthcare providers as well as client members has challenged insurers' claims adjudication and reimbursement decisions and healthcare cost management providers, such as Claritev, are sometimes made party to such suits or involved in related litigation. Further, we may be, and have been in the past, made party to such lawsuits or litigation may be brought independently or directly against us under various legal bases, including breach of contract, misrepresentation, unjust enrichment, antitrust, or violations of the Employee Retirement Income Security Act of 1974, as amended, or the Racketeering Influenced and Corrupt Organizations Act, and may be made under other legal bases or theories in the future. Such litigation is increasingly brought involving multiple parties, multiple claims, or on a class-wide basis. We and our subsidiaries have and may, in the future, become involved in such litigation. Refer to "Claims and Litigation" in Note 7, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.

Current report

Furthermore, as previously disclosed in our current reports on Form 8-K, in August 2024, we received a confidential grand jury subpoena issued by the Antitrust Division of the Department of Justice (the "DOJ") in connection with an investigation regarding health insurance. On June 17, 2026, the DOJ informed us that this antitrust grand jury proceeding was being brought to a close and that we were not under any criminal investigation. On July 6, 2026, we received official confirmation from the DOJ that the antitrust grand jury proceeding was in fact closed. On May 19, 2026, we received a civil investigative demand from the DOJ, and we continue to cooperate fully with the DOJ in responding to the information requested. At this time, we do not know when the investigation will be completed, the entirety of facts that will be discovered as a result of the investigation, or what actions the government may or may not take. We cannot predict the ultimate outcome of this investigation and the full extent of potential consequences. A negative outcome in this or any potential similar matter could cause us to incur significant fines, penalties, or other financial exposure, as well as reputational harm, a loss of client confidence and business, and other harm to our business.

Current report

Because we operate in an industry that is highly regulated and such regulations are continuously evolving, we cannot assure you that new federal and state laws and regulations or other changes that adversely impact healthcare providers or insurers will not lead to increased litigation risk to us and other cost management providers and insurers. Exacerbating this risk is that many healthcare providers and insurers have greater financial resources than us and other healthcare cost management providers have and may be more willing to engage in, and devote resources to, litigation as a result. In addition, certain of the agreements we enter into include indemnification provisions that may subject us to costs and damages in the event of a claim against an indemnified party.

Current report

We maintain insurance coverage for certain types of claims; however, such insurance coverage may not apply or may be insufficient to cover all losses or all types of claims that may arise. Further, even if we were to prevail in any particular dispute, litigation could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Current report

Lawsuits of the types set out above could materially and adversely affect our results, especially if they proliferate. In addition, such lawsuits may affect our clients' use of our products and solutions, especially our cost management products and solutions.