Claritev Corp-A美股招股说明书(2025-11-14版)

ClaritevCorporation ClassA CommonStock The selling securityholders identified in this prospectus supplement (the“Selling Securityholders”) are offering1,500,000 shares of ClassA common stock, par value $0.0001 per share (“ClassA common stock”), of ClaritevCorporation (“Claritev”or the“Company”). We will not receive any of the proceeds from the sale of shares ofClassA common stock by the Selling Securityholders. The ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol“CTEV.”OnNovember 11, 2025, the last reported sale price of ClassA common stock on the NYSE was $57.25 per share. (1)See“Underwriting”for a description of compensation payable to the underwriters. Investing in the ClassA common stock involves a high degree of risk. You should carefully review the risks anduncertaintiesdescribed under the heading“Risk Factors”contained on page S-10 of this prospectussupplement, page14of the accompanying prospectus and under similar headings in the other documentsincorporated by reference into this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEADEQUACYOR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYINGPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Selling Securityholders have granted the underwriters an option to purchase up to an additional 225,000shares of ClassA common stock at a price of$48.6675 per share, within 30days from the date of thisprospectus supplement. We will not receive any proceeds from the sale of shares of ClassA common stock bythe Selling Securityholders pursuant to any exercise of the underwriters’ option to purchase additional shares ofClassA common stock. The underwriters expect to deliver the shares of ClassA common stock against payment on or aboutNovember14, 2025.BarclaysGuggenheim SecuritiesWells Fargo Securities Piper Sandler Citigroup The date of this prospectus supplement is November12, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1INDUSTRY AND MARKET DATAS-2TRADEMARKS, TRADE NAMES AND SERVICE MARKSS-3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4SUMMARYS-6RISK FACTORSS-10USE OF PROCEEDSS-14DIVIDEND POLICYS-15SELLING SECURITYHOLDERSS-16CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERSS-17UNDERWRITINGS-20LEGAL MATTERSS-29EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-31INCORPORATION BY REFERENCES-32PROSPECTUSABOUT THIS PROSPECTUS2FREQUENTLY USED TERMS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7OUR COMPANY9THE OFFERING11RISK FACTORS14USE OF PROCEEDS15SELLING SECURITYHOLDERS16DESCRIPTION OF SECURITIES23SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES37CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERS39PLAN OF DISTRIBUTION42LEGAL MATTERS47EXPERTS47WHERE YOU CAN FIND MORE INFORMATION48INCORPORATION BY REFERENCE48 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information contained in the accompanying prospectus.The second part is the accompanying prospectus, which, among other things, gives more generalinformation, some of which may not apply to this offering. You should read this entire prospectussupplement and the accompanying prospectus and the documents incorporated by reference that aredescribed under the “Incorporation by Reference” section in this prospectus supplement. To the extent thatany statement in this prospectus supplement is inconsistent with statements made in the accompanyingprospectus, you should rely on the information contained in this prospectus supplement, which will bedeemed to modify or supersede those made in the accompanying prospectus. Before purchasing anysecurities, you should carefully read this prospectus supplement (and any applicable free writingprospectuses) and the accompanying prospectus, together with the additional information described underthe headings “Where You Can Find Additional Information” and “Incorporation by Reference.” This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 that Claritev Corporation has filed with the SEC using a “shelf” registration process. None of the Company, the underwriters or the Selling Securityholders have authorized anyone toprovide you with any information or to make any representations other than those included or incorporatedby reference in this prospectus supplement, the accompanying prospectus or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. None of the Company, the underwriters orthe Selling Securityholders take any responsibility for, or can provide any assurance as to the reliability of,any other information that others may give you. None of t