Claritev Corp

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes during the three months ended March 31June 30, 2025 to the risk factors previously disclosed in Item 1A. Risk Factors in the Company's 2024 Annual Report on Form 10-K.

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

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 government investigations from time to time. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding 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.

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, Claritev may be, and has been in the past, made party to such lawsuits or litigation may be brought independently against Claritev 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.

For example,Refer to "Claims and relating to litigation on tLitigation" in Note 7, Commitments and Contingencies, in our accompanying Notes to the basiConsolidated Financial Statements of alleged violthis Quarterly Report for additional information of antitruspertaining to these and other current laws,egal proceedings.

Because we have been named in numerous operate in an industry that is highly-regulated and where such regulations are continuously evolving, we cannot assure you that new federal and state lawsuits, including putative class action lawsuits, asserting that, among and regulations or other changes that adversely impact healthcare providers or insurers will not lead to increased litigation risk to us and other things, the Company is conspircost management providers and insurers. Exacerbating with commercial this risk is that many health incare providers and insurance payors to suppress out-of-network reimbursements in violers 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 of applicable antitrust law. These lawsuias a result. In addition, certain of the agreements were enter initially filedto include in various venues, includingdemnification provisions that may subject us to costs and damages in the Southern District of New York, the Northern District of Illinois, and the Norevent of a claim against an indemnified party.

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. Furthern District of California, nam, even if we were to prevail in any particular dispute, litigation could be costly and time-consuming tand divert the Companyattention of our management and, in certain cases, certain payors, as defendants. The key personnel from our business operations.

Lawsuits of the types set out above could materially adversely affect our result, especially if they proliferate. In addition, such lawsuits have now been centralized in the Northern District of Illinois (the "Court") pursuant to a transfer order issued by the fedmay affect our customers' use of our products and services, especially our cost management products and services.

Risks Related to Global Economic, Political and Regulatory Conditions

We face risks associated with the international expansion of our business.

We have begun to expand our operal Judicitions internationally as we identify additional Panel on Multmarkets for our services, which may include providistrict Litigang our services and solutions in addition and assigned to the Honorable Matthew F. Kennellal languages and increasing our staffing and real estate footprint globally. Consolidated complaints weOur planned international business operations are filed on November 18, 2024 andsubject to a variety of risks, including:

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difficulties the defendants filed joint motions to dismiss the consolidated complainwith managing foreign and geographically dispersed operations;

difficulties operating in markets and countries in which we have no or limited prior operating experience;

the diversion of our managements attention January 16, 2025. Oppositand resources to the challenges of expanding our operations internationsally;

having to the jocomply with various U.S. and int moernations to dismiss were filed on March 3, 2025, and defendants filed their repliesal laws, including the Foreign Corrupt Practices Act and anti-money laundering laws;

changes in uncertainties relating to foreign rules and regulations;

limitations on April 2, 2025. Oral arguour ability to enter into cost-effective arrangement on the mos with business partners, or at all;

impositions to dismiss was held on May 2, 2025 a of limitations on or increase of withholding and othe Court took the motions undr taxes on remittances and other advisepayment. We believe these lawss by foreign processors or joint ventures;

difficulties in recruits are without meriting and retaining personnel, and intend to vigorously defend the Company.

Because we operatemanaging international operations;

imposition of differing labor laws and standards;

economic, political or social in an industry that is highly-regulatstability in foreign countries and regions;

an inability, or reduced and where such regulations are cobility, to protect our intellectual property;

availability of government subsidies or other incentinuously evolving, we cannot assure you that new federalves that benefit competitors in their local markets that are not available to us;

fluctuations in foreign currency exchange rates;

imposition of limitations on or increase of withholding and state lawother taxes on remittances and regulationsother payments by foreign processors or other changjoint ventures; and

difficulties that adversely impact healthcaworking within the confines of less developed infrastructure.

We cannot assure providers or insurers you that our current expansion plans will not lead to incbe realized, or if reased litigation risklized, be successful. We expect each country to have particular regulatory and funding hurdles to usovercome and other cost managefuture developments in these markets, including the uncertainty relating to government provideral policies and insurers. Exacerbating this risk iregulations, could harm our business. If we expend significant time and resources on expansion plans that many healthcare providersfail or are delayed, our reputation, business and insurers have greatefinancial condition may be harmed.

Our financial resources than us ults and ability to grow our business may be negatively impacted by global events beyond our control.

As we expand other healthcare cost management providers have and may be more willing to engage inur international footprint, we become increasingly susceptible to global events and conditions beyond our control which could negatively impact our operations or operations of our business partners, and devote resources to, litigtherefore our results of operation as a result. In addis, including changes in diplomatic and trade relation, certainships, trade policy or actions of the agreeforeign or U.S. governments we enteral authorities impacting trade and foreign investment; into include inflation; military conflict; political or labor unrest; terrorism; public health crises, disease epidemnification provisics or pandemics; natural disasters and extreme weather conditions that, which may subject usincrease in frequency and severity due to costs and damageslimate change; economic instability resulting in the eventdisruption of a claim againsttrade from foreign countries; and the imposition of new laws, regulations an indemnified party.

We maintd rules, including those relating to sustain insurancability and climate coverage fhange, data privacy, labor certain typeonditions, minimum wage, quality and safety standards and disease epidemics of claims; however, such insurance coverage may not apply or may be insufficient to cover all losses or all typer other public health concerns.

These risks could hamper our ability to successfully market and provide our product offerings and solutions in international markets and increase our cost of doing business generally, any of which could have an adverse effect on our results of claims that may arise. Furoperations, profitability, cash flows and financial condition. In ther, even if we were to prevail in any t that one or more of these factors make it undesirable or impractical for us to conduct business in a particular dispute, litigationcountry, our business could be costadversely and time-consumffected.

We face risks associated with international activities, including and divertthose related to compliance with the atteForeign Corrupt Practices Act and other applicable antion of -corruption legislation.

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Pour management and key personnel from olitical and economic conditions abroad may result in a reduction of or inhibition of our business operations.

Lawsuigrowth in foreign countries. Our efforts of the types set out above could materially adversely affecto comply with the Foreign Corrupt Practices Act, or other applicable anti-corruption laws and regulations, may limit our result, especially if international business activities, necessitate they proliferate. In addi implementation, such lawsuits may affect our customers' use of ou of certain processes and compliance programs, and subject us to enforcement actions or productenalties for noncompliance. Both the United States and services, especially our cost managemforeign governments have increased their oversight and enforcement activities in this area in recent productsyears, and services.

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we expect applicable agencies to continue to increase such activities in the future.