Claritev Corp

Other than as set forth below, there have been no material changes during the three months ended September 30, 2026 to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" in the Company's 2025 Annual Report on Form 10-K.

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

We may become involved, and have in the past been involved, in legal actions and claims arising in the ordinary course of business, including employment matters, breach of contract, and alleged violations of laws and regulations, as well as governmental investigations. Due to the inherent uncertainty of litigation and governmental investigations, resolution of any particular matter could require changes to our products or business practices and could materially and adversely affect our financial position and results of operations.

Healthcare providers have grown more resistant to cost management techniques and increasingly litigate to avoid their application. Litigation brought by healthcare providers and client members challenging insurers' claims adjudication and reimbursement decisions often names healthcare cost management companies, such as Claritev, as parties or otherwise implicates them. We and our subsidiaries have been, and may in the future be, named in such suits, or may face litigation brought directly against us, under theories including breach of contract, misrepresentation, unjust enrichment, antitrust, ERISA, or RICO, among others. This litigation is increasingly multi-party, multi-claim, or class-wide. For further information, see "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.

As previously disclosed in our Current Reports on Form 8-K, in August 2024 we received a confidential grand jury subpoena from the Antitrust Division of the Department of Justice (the "DOJ") in connection with an investigation regarding health insurance. On June 17, 2026, the DOJ advised that the antitrust grand jury proceeding was being closed and that we were not under criminal investigation, and on July 6, 2026, the DOJ confirmed the proceeding was closed without further criminal action. Separately, on May 19, 2026, we received a civil investigative demand from the DOJ and continue to cooperate fully with that inquiry. At no point has the DOJ informed the Company that it is the target of an investigation. We cannot predict when this investigation will conclude, what facts it may uncover, what actions the government may take, or the ultimate outcome and potential consequences of the investigation. A negative outcome here or in similar matters could result in significant fines, penalties, or other financial exposure, as well as reputational harm, loss of client confidence and business, and other harm to our business.

We operate in a highly regulated industry subject to continuously evolving laws. New or changed federal and state laws or regulations affecting healthcare providers or insurers could increase litigation risk for us and other cost management providers, particularly given that many providers and insurers have greater financial resources and may be more willing to litigate. Certain of our agreements also include indemnification provisions that could expose us to costs and damages arising from claims against an indemnified party.

While we maintain insurance for certain claims, coverage may not apply or may be insufficient for all losses or claim types, and litigation—even if we ultimately prevail—can be costly, time-consuming, and divert management attention. Lawsuits of these types, particularly if they proliferate, could materially and adversely affect our results and could affect clients' use of our products and solutions, especially our cost management offerings.