8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 2, 2026 (January 30, 2026)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

(44) 207-433-4000

Registrant's telephone number, including area code

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 8.01 below as to the satisfaction and discharge of the Indenture dated as of October 31, 2019 (as amended or supplemented to date, the “Indenture”) among Camelot Finance S.A., a subsidiary of Clarivate Plc (the “Company”), the guarantors named therein, and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent with respect to the 2026 Notes (as defined below) is incorporated by reference into this Item 1.02.

Item 8.01. Other Events.

Full Redemption and Satisfaction and Discharge of the 2026 Notes

On January 20, 2026, the Company sent a notice of full redemption to the Trustee, for all of the outstanding aggregate principal amount of the 4.50% Senior Secured Notes due 2026 (144A/Reg S CUSIP: 13323A AB6 / L1408L AB2; 144A/Reg S ISIN: US13323AAB61 / USL1408LAB29), originally issued on October 31, 2019 (the “2026 Notes”), at a cash redemption price calculated as provided in the 2026 Notes, plus accrued and unpaid interest to the redemption date of January 30, 2026.

On January 30, 2026, the Company irrevocably deposited, or caused to be deposited, with the Trustee money (the “Trust Funds”) in an amount sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, the 2026 Notes. After the deposit of such Trust Funds, the Indenture was satisfied and discharged in accordance with its terms.

As a result of the satisfaction and discharge of the Indenture, the Company has been released from its obligations under the Indenture, except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.

The Company’s press release dated February 2, 2026 announcing the full redemption of the 2026 Notes is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Clarivate Announces Full Redemption of Remaining $100 Million Senior Secured Notes Due 2026 and Provides Update on Capital Allocation Activities

London, UK – February 2, 2026, Clarivate Plc (NYSE: CLVT), a leading global provider of transformative intelligence, today announced that its subsidiary, Camelot Finance S.A., has redeemed the remaining $100 million aggregate principal amount of its 4.50% senior secured notes due 2026, originally issued on October 31, 2019 (the “2026 Notes”).

The 2026 Notes were redeemed on January 30, 2026 (the “Redemption Date”) at a cash redemption price equal to 100% of the remaining principal amount, or $100 million, plus accrued and unpaid interest through the Redemption Date. With this transaction, the 2026 Notes have now been fully redeemed.

This redemption was funded with cash on hand and is consistent with Clarivate’s ongoing efforts to simplify its capital structure, reduce debt, and enhance financial flexibility.

As part of its broader capital allocation strategy, Clarivate also announced that it repurchased approximately 21 million ordinary shares for $75 million during the fourth quarter of 2025. For the full year of 2025, Clarivate repurchased approximately 56 million ordinary shares for $225 million. These share repurchases reflect Clarivate’s disciplined approach to returning capital to shareholders while investing for long‑term growth.

“The full redemption of our remaining 2026 Notes, combined with our share repurchase activity throughout 2025, reflects the continued execution of our disciplined capital allocation strategy,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “We remain focused on strengthening our balance sheet, enhancing financial flexibility, and driving long‑term value creation for our shareholders.”

Forward-Looking Statements

This release includes statements that express our 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” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “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, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and 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 risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). 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. 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. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.

About Clarivate

Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.

Investor Relations Contact

Mark Donohue, Vice President, Investor Relations

investor.relations@clarivate.com

Media Contact

Amy Bourke-Waite, Senior Director, Communications & Brand

newsroom@clarivate.com