Slides
Page 1
claritev Claritev Corporation Q2 2026 Results and Business Update August 7 , 2026
Page 2
Disclaimer Forward-Looking Statements This presentation includes statements that express our management’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation, including, but not limited to, statements relating to our ability to deliver anticipated results; the execution of our plans for growth; our entrance into new market verticals; our 2026 outlook and guidance; and the long-term prospects of the Company. Such forward-looking statements are based on available current market and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that these forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include: loss of, or a significant reduction in the work we do for, our clients, particularly our largest clients; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to enter new lines of business and broaden the scope of our solutions; trends in the U.S. healthcare system, including recent trends of unknown duration of reduced healthcare utilization and increased patient financial responsibility for services; effects of competition; effects of pricing pressure; the inability of our clients to pay for our solutions; changes in our industry and in industry standards and technology; adverse outcomes related to litigation or governmental proceedings; interruptions or security breaches of our information technology systems and other cybersecurity attacks; our ability to maintain the licenses or right of use for the software we use; our ability to protect proprietary information, processes and applications; our inability to expand our network infrastructure; inability to preserve or increase our existing market share or the size of our preferred provider organization networks; decreases in discounts from providers; pressure to limit access to preferred provider networks; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to obtain additional financing or capital to meet our objectives; our ability to pay interest and principal on our notes and other indebtedness; lowering or withdrawal of our credit ratings; changes in accounting principles or the incurrence of impairment charges; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; other factors disclosed in our Securities and Exchange Commission filings; and other factors beyond our control. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There can be no assurance that future developments affecting our business will be those that we have anticipated. Forward -looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward -looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Non-GAAP Measures In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this presentation contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Free Cash Flow, Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio. A non-GAAP financial measure is generally defined as a numerical measure of a company’s financial or operating performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP. EBITDA, Adjusted EBITDA, Free Cash Flow, Unlevered Free Cash Flow and Adjusted Cash Conversion Ratio are supplemental measures of Claritev’s performance that are not required by or presented in accordance with GAAP. These measures are not measurements of our financial or operating performance under GAAP, have limitations as analytical tools and should not be considered in isolation or as an alternative to net income (loss), cash flows or any other measures of performance prepared in accordance with GAAP. EBITDA represents net income (loss) before interest expense, interest income, income tax provision (benefit), depreciation and amortization of intangible assets, and non-income taxes. Adjusted EBITDA is EBITDA as further adjusted by certain items as described in the table below. In addition, in evaluating EBITDA and Adjusted EBITDA you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and Adjusted EBITDA. The presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Based on our industry and debt financing experience, we believe that EBITDA and Adjusted EBITDA are customarily used by investors, analysts and other interested parties to provide useful information regarding a company’s ability to service and/or incur indebtedness. We also believe that Adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Both EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are: EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or princip al payments on our debt; EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and Although depreciation and amortization are non -cash charges, the tangible assets being depreciated will often have to be replac ed in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Claritev’s presentation of Adjusted EBITDA should not be construed as an inference that our future results and financial position will be unaffected by unusual items. Free Cash Flow as defined as net cash provided by operating activities less capital expenditures, all as disclosed in the Statement of Cash Flows. Unlevered Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, plus cash interest paid, all as disclosed in the Statements of Cash Flows. Free Cash Flow and Unlevered Free Cash Flow are measures of our operational performance used by management to evaluate our business after purchases of property and equipment and, in the case of Unlevered Free Cash Flow, prior to the impact of our capital structure, in the case of Unlevered Free Cash Flow, and after purchases of property and equipment. Unlevered Free Cash Flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, Claritev’s definition of Free Cash Flow and Unlevered Free Cash Flow are limited, in that they do not represent residual cash flows available for discretionary expenditures, due to the fact that the measures do not deduct the payments required for debt service, in the case of Unlevered Free Cash Flow, and other contractual obligations or payments made for business acquisitions. Adjusted Cash Conversion Ratio is defined as Unlevered Free Cash Flow divided by Adjusted EBITDA. Claritev believes that the presentation of the Adjusted Cash Conversion Ratio provides useful information to investors because it is a financial performance measure that shows how much of its Adjusted EBITDA Claritev converts into Unlevered Free Cash Flow.
Page 3
Confidential and Proprietary – Do not distribute without permission 3 Our purpose is simple. We work to help make healthcare transparent and affordable for all.
Page 4
Confidential and Proprietary – Do not distribute without permission 4 The Vision To Make Healthcare More Transparent and Affordable for All Patients Payers | TPA Brokers | Employers Public Sector Channel Partners Providers International Enterprise Data Platform Data Warehouse | AI/ML | Language Models Technical Infrastructure Oracle Cloud Infrastructure | Apex Tools | Externally Sourced Claims Data Strategy & Insights Services PRODUCTS Network Payment & Revenue Integrity Data & Analytics Claims Intelligence
Page 5
Confidential and Proprietary – Do not distribute without permission 5 Data & analytics 400k custom business rules derived from 750+ payers and 45+ years of experience and claims flow Network scale A multi-decade network footprint embedded across payers and providers High provider acceptance Our solutions minimize provider abrasion and achieves 90%+ acceptance across our solutions Depth of client relationships Difficult to replicate technical integrations and custom rules built into our platform allow us to quickly deploy new solutions Regulatory expertise Agility and flexibility to maintain compliance with complex regulatory changes at Federal and State levels Our Competitive Advantage $500M+ Invested in R&D in 5 yrs
Page 6
Our Mission in Action $25B Potential Savings Identified 60M Health Plan Members Served* >100K Employers/Plan Sponsors Served* 1.4M Providers Under Contract 750+ Insurance carriers, plan admins and other payer clients ~$180B Claim Charges Processed For more than 45 years, Claritev has been delivering affordability, efficiency, and fairness to U.S. healthcare * Employers and health plan member metrics are served directly and through plan sponsors (Data as of February 2026)
Page 7
Second Quarter 2026 Highlights Key Highlights TPA Expansion with ACE, Network & PRI Public Sector, Provider, and Prof. Services Growth Signed: Seven $1M+ transactions ACV: Upsell & Cross-sell = 76%; Net New = 24% Revenue upside driven by Surprise Bill Services Raising revenue and Adjusted EBITDA guidance Q2 2026 Results Exceeded Prior Year +6.6% Revenue vs. PY +1.1% Adjusted EBITDA vs. PY ~$30M ACV Closed in Bookings 5 New Logos Recognized as a Leader in the Everest Group Pre- Payment Integrity Solutions PEAK Matrix Assessment Novera Designed for TPAs – combines regional provider strength & national coverage • #1 independent IDR adminstrator • Win rate: 20% vs 12% industry average (2025) 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenues See reconciliation of non-GAAP measures included in Appendix
Page 8
Results and Highlights (18.0%) 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenues See reconciliation of non-GAAP measures included in Appendix Revenues Adjusted EBITDA1 Adjusted EBITDA Margin1 63.8%60.5% Q2 2026 Q2 2025 1.1% $ in millions 6.6% $257.5 $241.6 $155.8 $154.0 Quarter ended June 30 FY 2025FY 2026 62.6%60.3% 6.2% 2.2% $502.2 $472.9 $302.7 $296.1 Six months Ended June 30
Page 9
Results and Highlights 1 Total Net Revenue Retention Rate represents total revenue from the current year period divided by total revenue from prior year period. 2 Adjusted EBITDA, Adjusted EBITDA margin and unlevered free cash flow are non-GAAP financial measures. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenues. See reconciliation of non-GAAP measures included in the Appendix. 3 ACV Bookings represents our estimate of the annualized value of all closed opportunities for the period noted. $ in millions Second Quarter 2026: 106.6% Adjusted EBITDA2 Unlevered free cash flow2 ACV Bookings3 Total Net Revenue Retention Rate1 $155.8M (60.5%) $89.5M ~$30M Six Months ended June 30, 2026: 106.2% Adjusted EBITDA2 Unlevered free cash flow2 ACV Bookings3 Total Net Revenue Retention Rate1 $302.7M (60.3%) $126.2M ~$74M
Page 10
Service Line 2026 2025 Change 2026 2025 Change Claims Intelligence $178.5 $157.0 13.7% $344.8 $310.4 11.1% Network $50.3 $54.1 (7.0)% $97.8 $101.0 (3.2)% Payment & Revenue Integrity $28.7 $30.5 (5.9)% $59.6 $61.5 (3.1)% Total Revenue $257.5 $241.6 6.6% $502.2 $472.9 6.2% Revenue by Service Line $ in millions Quarter ended June 30 Six months Ended June 30
Page 11
$(7) $22 FY26 Q1 Rate & Mix Volume FY26 Q2 $204 $220 + $16 (+7.7%) 3,273 3,129 3,148 3,043 3,379 2,800 3,200 3,600 4,000 FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 +3% +11% $2,666 $2,743 $2,802 $2,901 $2,875 $1,252 $1,327 $1,365 $1,432 $1,469 $61 $66 $66 $67 $65 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 +8% +17% +7% -3% +3% -1% Charges Per Claim Potential Savings Per ClaimRevenue Per Claim Total Claims • PSAV Claim volume up +3% YOY (Q2’25 to Q2’26) • Per Claim Analysis - YOY (Q2’25 to Q2’26) • Identified Potential Savings up +17% YOY • Revenue up +7% YOY • PSAV Revenue up +$16M sequentially (Q1’26 to Q2’26) • ($7M) on a client/product mix “Rate per claim” • +$22M due to volume of claims increase * Normalized for P&C market (shift of claims/savings/revenue to PEPM) Claritev PSAV Normalized Analysis* - Rate/Volume/Mix Rate/Vol/Mix ($M’s) - Revenue per Claim AnalysisPSAV Claim Volume (000’s) $’s Per Claim Highlights (Claims with Identified Savings)
Page 12
Key Claims Volume/Pricing Trends* * Normalized for P&C market (shift of claims/savings/revenue to PEPM) Q2 ‘26 Drivers • Volume: Increase driven growth in NSA claims • Savings: AI Initiatives identifying more savings per claim • Rate/Mix: Increase in ER, Behavioral Health and High Acuity In- patient offset by increased volume of lower priced NSA claims (Claims with Identified Savings) 96% 96% 93% 103%103% 105% 109% 108% 106% 109% 114% 117% 108% 108% 110% 80% 90% 100% 110% 120% FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 Charges Per Claim Potential Savings Per Claim Revenue Per ClaimTotal Claims (with Savings)
Page 13
FY 2026 Guidance 1 We have not reconciled the forward-looking Adjusted EBITDA guidance included above to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transformation-related expenses, certain fair value measurements, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results. 2 Total Capital Spend includes hosted software implementation costs that are capitalized but not classified as investing activities in the statement of cash flows. Revenue Adjusted EBITDA1 Total Capital Spend2 Effective Tax Rate Free Cash Flow $1 billion to $1.02 billion $610 million to $620 million $160 million to $170 million 24% to 28% $5 to $15 million FY 2026 Prior Guidance $985 million to $1 billion $605 million to $615 million $160 million to $170 million 24% to 28% $0 to $10 million
Page 14
Our primary uses of capital are to invest in our business, serve our clients, care for our associates, and maximize shareholder value. HIGHEST PRIORITYOrganic investments to fuel Vision 2030 Plan Debt paydown Value creating M&A Share buybacks HIGH PRIORITY HIGH PRIORITY LOW % OF CAPITAL ALLOCATION Strategic Investment Prioritization • Diversify & Accelerate o Expand solutions, verticals, and channels to drive growth • De-lever and De-risk o Improve cash flow and provide operating flexibility Guiding Principles
Page 15
Claritev has Been Re-Invigorated and is Positioned to Accelerate Growth 6 2 3 1 4 5 Recurring Revenue from a Durable, Proven and Highly Profitable1 Core Business Automated claims processing volume and integrated offering increases predictable revenue Multiple Avenues to Drive Growth from New Products and Market Verticals Steady secular performance in Core Business enabling execution of meaningful growth opportunities Operating Platform Built For Significant Scale Ability to leverage scale and data assets to provide new value-add services and insights at high margins Innovative Revamped Technology Platform and Partnerships Investment in technology infrastructure creates highly scalable platform Refreshed Leadership Driving a Clear Strategic Vision New team bringing operational discipline, strategic focus and a clear vision for long-term growth Essential Role in Healthcare Ecosystem Growth opportunity to significantly expand TAM and accelerate growth in analytics with untapped international opportunity 1 Based on historical Adjusted EBITDA margins
Page 16
16 Appendix
Page 17
17 Balance Sheet $ in millions DEBT STRUCTURE (Carrying Amounts, before debt discounts) 6/30/2026 Rate Maturity 2025 Revolving Credit Facility $ 70 SOFR+3.75% DEC-29 First-Out First Lien Term Loans 321 SOFR+3.75% DEC-30 Second-Out First Lien Term Loans 1,130 SOFR+4.60%+CSA1 DEC-30 Second-Out First Lien A Notes 644 6.50% Cash+5.00% PIK DEC-30 Second-Out First Lien B Notes 763 5.75% DEC-30 Third-Out First Lien A Notes 773 6.00%Cash+0.75% PIK MAR-31 Third-Out First Lien B Notes 995 6.00%Cash+0.75% PIK MAR-31 First lien debt, secured3 $ 4,696 (A) 5.50% Notes $ 6 5.50% SEP-28 5.75% Notes 5 5.75% NOV-28 6.00% Notes — (B) 6.00% OCT-27 Total long-term debt3 $ 4,707 Less unrestricted cash & cash equivalents 14 (C) Net debt3 $ 4,693 (D) TTM Adj. EBITDA2 $ 609 (E) Total leverage ratio, net of cash 7.7x D/E 1 Alternative Reference Rates Committee’s recommended CSA of 0.26161% 2 See reconciliation of non-GAAP measures included in Appendix 3 Totals may not foot due to rounding
Page 18
18 Reconciliation of GAAP and Non-GAAP Items $ in thousands (1) "Transformation costs" represent costs directly associated with our multi-year transformation program called Vision 2030 which includes internal personnel costs for employees that have been either hired or redeployed and are fully dedicated to transformation activities, as well as other non-recurring and duplicative costs. At such time that internal personnel are redeployed to non-transformation activities, they will no longer be included as an adjustment herein. (2) "Other expenses, net" represents impairment of other assets, non-integration related severance costs, start-up costs related to international expansion and miscellaneous non-recurring expenses. Three Months Ended Six Months Ended June 30, 6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025 2026 2025 Net loss $ (59,226) $ (73,560) $ (80,570) $ (69,753) $ (62,640) $ (132,786) $ (133,959) Adjustments: Interest expense 100,253 99,542 99,408 101,232 99,746 199,795 191,382 Interest income (195) (182) (279) (471) (323) (377) (811) Benefit for income tax (17,423) (19,161) (26,347) (23,608) (20,292) (36,584) (38,841) Depreciation 24,796 25,183 25,894 25,968 25,261 49,979 49,807 Amortization of intangible assets 85,908 85,908 85,844 85,971 85,971 171,816 171,942 Non-income taxes — — 368 581 563 — 1,116 EBITDA $ 134,113 $ 117,730 $ 104,318 $ 119,920 $ 128,286 $ 251,843 $ 240,636 Adjustments: Legal expenses associated with antitrust matters $ 2,572 $ 8,610 $ 8,391 $ 4,086 $ 4,399 $ 11,182 $ 4,399 Loss on disposal of assets, including right-of-use assets 309 38 8,913 1,902 1,810 347 5,478 Loss on sale of equity investments — — — 2,667 — — — Transformation costs(1) 9,250 11,790 15,418 13,883 7,925 21,040 15,653 Integration expenses — — 18 66 133 — 513 Transaction costs - Refinancing Transaction — — 166 — 87 — 7,879 Loss on extinguishment of debt — — — — — — 670 Stock-based compensation, including cRSUs 9,530 5,828 10,034 10,243 9,098 15,358 15,816 Other expenses, net(2) $ 25 $ 2,918 $ 4,068 $ 2,365 $ 2,291 $ 2,943 $ 5,055 Adjusted EBITDA $ 155,799 $ 146,914 $ 151,326 $ 155,132 $ 154,029 $ 302,713 $ 296,099
Page 19
19 Reconciliation of GAAP and Non-GAAP Items, continued $ in thousands, except share and per share data Three Months Ended Six Months Ended June 30, 6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025 2026 2025 Net loss $ (59,226) $ (73,560) $ (80,570) $ (69,753) $ (62,640) $ (132,786) $ (133,959) Adjustments: Amortization of intangible assets 85,908 85,908 85,844 85,971 85,971 171,816 171,942 Legal expenses associated with antitrust matters 2,572 8,610 8,391 4,086 4,399 11,182 4,399 Loss on disposal of assets, including right-of-use assets 309 38 8,913 1,902 1,810 347 5,478 Loss on sale of equity investments — — — 2,667 — — — Transformation costs(1) 9,250 11,790 15,418 13,883 7,925 21,040 15,653 Other expenses, net(2) 25 2,918 4,068 2,365 2,291 2,943 5,055 Integration expenses — — 18 66 133 — 513 Transaction costs - Refinancing Transaction — — 166 — 87 — 7,879 Loss on extinguishment of debt — — — — — — 670 Stock-based compensation, including cRSUs 9,530 5,828 10,034 10,243 9,098 15,358 15,816 Estimated tax effect of adjustments (24,393) (25,621) (25,979) (27,094) (25,365) (50,014) (49,986) Adjusted net income $ 23,975 $ 15,911 $ 26,303 $ 24,336 $ 23,709 39,886 43,460 Weighted average shares outstanding - Basic and Diluted 16,964,960 16,692,340 16,527,052 16,480,703 16,453,896 16,830,361 16,364,573 Net loss per share – Basic and Diluted $ (3.49) $ (4.41) $ (4.88) $ (4.23) $ (3.81) $ (7.89) $ (8.19) Adjusted EPS $ 1.41 $ 0.95 $ 1.59 $ 1.48 $ 1.44 $ 2.37 $ 2.66 (1) "Transformation costs" represent costs directly associated with our multi-year transformation program called Vision 2030 which includes internal personnel costs for employees that have been either hired or redeployed and are fully dedicated to transformation activities, as well as other non-recurring and duplicative costs. At such time that internal personnel are redeployed to non-transformation activities, they will no longer be included as an adjustment herein. (2) "Other expenses, net" represents impairment of other assets, non-integration related severance costs, start-up costs related to international expansion and miscellaneous non-recurring expenses.
Page 20
20 Reconciliation of GAAP and Non-GAAP Items, continued $ in thousands Three Months Ended Six Months Ended June 30, 6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025 2026 2025 Net cash provided by (used in) operating activities $ 92,671 $ (45,779) $ 66,286 $ 19,857 $ 61,237 $ 46,892 $ 31,181 Purchases of property and equipment (38,080) (46,767) (29,909) (36,203) (24,623) (84,847) (63,489) Free cash flow 54,591 (92,546) 36,377 (16,346) 36,614 (37,955) (32,308) Interest paid 34,891 129,311 35,698 129,547 35,507 164,202 117,510 Unlevered Free Cash Flow $ 89,482 $ 36,765 $ 72,075 $ 113,201 $ 72,121 $ 126,247 $ 85,202 Adjusted EBITDA $ 155,799 $ 146,914 $ 151,326 $ 155,132 $ 154,029 $ 302,713 $ 296,097 Adjusted Cash Conversion Ratio 57 % 25 % 48 % 73 % 47 % 42 % 29 % Net cash used in investing activities $ (38,080) $ (46,767) $ (34,659) $ (22,870) $ (24,623) $ (84,847) $ (63,489) Net cash provided by (used in) financing activities $ (61,644) $ 98,933 $ (53,931) $ (13,630) $ (3,226) $ 37,289 $ 69,924