8-K
CLARIVATE PLC (CLVT)
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
February 24, 2026
Date of Report (date of earliest event reported)
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | |
|---|---|
| (State or other jurisdiction of incorporation or organization) | |
| 001-38911 | |
| (Commission File Number) | |
| N/A | |
| (I.R.S. Employer Identification No.) | |
| 70 St. Mary Axe | |
| London | EC3A 8BE |
| United Kingdom | |
| (Address of Principal Executive Offices) |
(44) 207-433-4000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, no par value | CLVT | New York Stock Exchange |
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 2.02. Results of Operations and Financial Condition.
On February 24, 2026, Clarivate Plc (the “Company”) issued a press release announcing earnings for the fourth quarter ended December 31, 2025. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.
Item 7.01. Regulation FD Disclosure.
On February 24, 2026, the Company posted to its website supplemental information related to revenue, earnings, and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| No. | Description |
|---|---|
| 99.1 | Press release issued by Clarivate Plc dated February 24, 2026 |
| 99.2 | Supplemental Information dated February 24, 2026 |
| 104 | The cover page from the Company's Current Report on Form 8-K dated February 24, 2026, formatted in Inline XBRL |
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.
| CLARIVATE PLC | |
|---|---|
| Date: February 24, 2026 | By: /s/ Jonathan M. Collins |
| Name: Jonathan M. Collins | |
| Executive Vice President & Chief Financial Officer |
Ex. 99.1 Q4 2025 Earnings Release 1
Clarivate Reports Fourth Quarter and Full Year 2025 Results
— Value Creation Plan accelerated organic ACV and drove higher cash flow in 2025 —
— Financial outlook for 2026 projects continued momentum —
— Provides update on strategic review; Currently engaged in active discussions with interested parties
to sell Life Sciences & Healthcare business —
London, UK -- February 24, 2026 Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a leading
global provider of transformative intelligence, today reported results for the fourth quarter and full year ended
December 31, 2025.
Executive Commentary
Matti Shem Tov, Chief Executive Officer:
“In 2025, Clarivate achieved significant innovation and growth. We advanced our Value Creation Plan by refining
our business model, enhancing sales execution, and investing in proprietary assets while developing Agentic AI
capabilities throughout our portfolio. These efforts have strengthened both our operational and financial standing
and improved our revenue composition through the broader adoption of subscription-based services. As a result,
we realized nearly 2% organic ACV growth, increased recurring organic revenue, and stronger free cash flow
conversion, all while meeting our full-year financial guidance for 2025.”
“As we look ahead to 2026, we are operating with improved focus, efficiency, and momentum. We are utilizing
our proprietary solutions in conjunction with AI to deliver greater value to our customers, and we remain
committed to disciplined execution, continued organic growth, and thoughtful capital allocation.”
Jonathan Collins, Executive Vice President and Chief Financial Officer:
“We anticipate a steady improvement in our financial performance for 2026. Although overall reported revenue
will be lower due to the previously announced strategic divestitures of transactional based revenues, we forecast
growth in organic ACV and recurring organic revenue. Due to robust organic growth conversion and diligent cost
management, Adjusted EBITDA is projected to grow, accompanied by an estimated 200 basis point expansion in
margins. Additionally, we estimate free cash flow will rise by roughly 10% to nearly $400 million at midpoint,
allowing us to reinvest in our business and provide returns to shareholders.”
Sale Process for Life Sciences & Healthcare Segment
The Company previously announced a strategic review of its business portfolio. Following a comprehensive
evaluation, the Company today announced it is pursuing a sale of its Life Sciences & Healthcare business.
Clarivate has retained Morgan Stanley & Co. LLC as its financial advisor, and is currently engaged in active
discussions with interested parties. The Company believes that a potential sale will allow further emphasis on the
Academia & Government and Intellectual Property markets, and it is anticipated that proceeds from a potential
sale would enable the Company to strengthen its balance sheet through reduced leverage. There can be no
assurances that the sale process will result in a transaction. Clarivate does not intend to comment further regarding
this matter until additional disclosure is determined to be appropriate.
Fourth Quarter 2025 Results
Total revenues for the fourth quarter 2025 were $617.0 million, compared to $663.0 million in the fourth quarter
2024, reflecting the impact of inorganic divestitures and disposals. On an organic basis, revenues declined 1.2%,
as 1.0% organic subscription growth was more than offset by lower organic re-occurring and transactional
revenues.
Net income for the fourth quarter 2025 improved to $3.1 million, or $0.00 per diluted share, compared to a net
loss of $191.8 million, or $0.27 per diluted share, in the prior year period. Adjusted net income was $129.7
million, or $0.20 per diluted share, compared to $145.5 million, or $0.21 per diluted share, in the fourth quarter
- Adjusted EBITDA was $254.6 million, compared to $285.3 million in the prior year period.
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Full Year 2025 Results
Total revenues for the full year 2025 were $2,455.2 million, compared to total revenues of $2,556.7 million in
2024, primarily reflecting the impact of inorganic divestitures and disposals. Organic revenues declined 0.1%, as
0.6% organic recurring revenue growth was offset by lower organic transactional revenues.
Organic ACV increased 1.8% compared to December 31, 2024, and the mix of organic recurring revenue
improved significantly, increasing 800 basis points to 88% of total revenue, compared to 80% in the prior year.
This shift reflects continued progress toward a more sustainable, subscription-led revenue base.
Net loss for the full year 2025 improved to $201.1 million, or $0.30 per diluted share, compared to a net loss of
$636.7 million, or $0.96 per diluted share, in 2024. Adjusted net income was $468.1 million, or $0.69 per diluted
share, compared to $525.3 million, or $0.73 per diluted share, in the prior year. Adjusted EBITDA was $1,001.8
million, compared to $1,060.4 million in 2024.
Strong Cash Flow Generation
Clarivate generated $628.5 million of operating cash flow and $365.3 million of free cash flow during the full
year of 2025. The Company returned capital to shareholders through approximately $225 million in ordinary
share repurchases, including 21.2 million shares during the fourth quarter, for a total of 56.0 million shares
repurchased in 2025.
Selected Financial Information
| (In millions, except percentages and per share data),<br><br>(unaudited) | Three Months Ended<br><br>December 31, | Change | Year Ended<br><br>December 31, | Change | ||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |
| Revenues | $617.0 | $663.0 | $(46.0) | (6.9)% | $2,455.2 | $2,556.7 | $(101.5) | (4.0)% |
| Net income (loss) | $3.1 | $(191.8) | $194.9 | 101.6% | $(201.1) | $(636.7) | $435.6 | 68.4% |
| Adjusted net income(1) | $129.7 | $145.5 | $(15.8) | (10.9)% | $468.1 | $525.3 | $(57.2) | (10.9)% |
| Adjusted EBITDA(1) | $254.6 | $285.3 | $(30.7) | (10.8)% | $1,001.8 | $1,060.4 | $(58.6) | (5.5)% |
| Diluted EPS | $0.00 | $(0.27) | $0.27 | 100.0% | $(0.30) | $(0.96) | $0.66 | 68.8% |
| Adjusted diluted EPS(1) | $0.20 | $0.21 | $(0.01) | (4.8)% | $0.69 | $0.73 | $(0.04) | (5.5)% |
| Net cash provided by operating activities | $159.9 | $141.3 | $18.6 | 13.2% | $628.5 | $646.6 | $(18.1) | (2.8)% |
| Free cash flow(1) | $89.2 | $59.1 | $30.1 | 50.9% | $365.3 | $357.5 | $7.8 | 2.2% |
Fourth Quarter 2025 Commentary
Subscription revenues were $405.8 million, compared to $407.0 million in the prior year period. On an organic
basis, subscription revenues increased 1.0%, driven by new sales, improved retention and pricing actions.
Re-occurring revenues were $114.1 million, compared to $112.0 million in the prior year period. Organic re-
occurring revenues declined 1.2%, primarily reflecting lower Intellectual Property (“IP”) volumes and sales.
Total recurring revenues, which include subscription and re-occurring revenues, increased 0.5% organically,
compared to the prior year period, underscoring the resilience of Clarivate’s recurring revenue base.
Transactional revenues were $97.1 million compared to $144.0 million in the prior year period, reflecting the
impact of divestitures and disposals in Academia & Government (“A&G”) and Life Sciences & Healthcare
(“LS&H”). On an organic basis, transactional revenues declined 11.9%, primarily due to lower IP volumes.
Full Year 2025 Commentary
Subscription revenues were $1,605.5 million, compared to $1,626.8 million in the prior year. Organic subscription
revenues increased 0.8%, driven by new customer wins, improved retention, and pricing.
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Re-occurring revenues were $434.2 million, compared to $429.8 million in 2024. Organic re-occurring revenues
declined 0.4%, primarily due to lower IP segment volumes and sales.
Total recurring revenues, consisting of subscription and re-occurring revenues, increased 0.6% organically,
compared to 2024, reflecting continued progress toward a more stable and predictable revenue profile.
Transactional revenues were $415.5 million compared to $500.1 million in the prior year, reflecting the impact of
divestitures and disposals in A&G and LS&H segments. Organic transactional revenues declined 4.8%, primarily
due to lower IP segment volumes.
Balance Sheet and Cash Flow
As of December 31, 2025, cash and cash equivalents were $329.2 million, an increase of $34.0 million compared
to December 31, 2024.
Total debt outstanding was $4,469.9 million as of December 31, 2025, a decrease of $101.2 million compared to
the prior year, driven by a $100.0 million accelerated debt repayment completed in September 2025. An
additional $100.0 million accelerated debt repayment was made in January 2026, fully redeeming the senior
secured notes due November 2026.
Net cash provided by operating activities for the full year 2025 was $628.5 million compared to $646.6 million in
the prior year. Free cash flow increased $365.3 million compared to $357.5 million in 2024, reflecting continued
strong cash generation.
Outlook for 2026 (forward-looking statement)
The full-year outlook presented below assumes no further acquisitions, divestitures, or other unanticipated events.
| Full Year 2026 Outlook | |
|---|---|
| Organic ACV | 2.0% to 3.0% |
| Recurring Organic Revenue Growth | 0.75% to 2.25% |
| Revenues | $2.30B to $2.42B |
| Adjusted EBITDA(1) | $980M to $1.04B |
| Adjusted EBITDA Margin(1) | 42.0% to 43.5% |
| Adjusted Diluted EPS(1)(2) | $0.70 to $0.80 |
| Free Cash Flow(1) | $365M to $435M |
Notes to press release
(1) Non-GAAP measure. Please see “Reconciliations to Certain Non-GAAP Measures” in this release for important disclosures and reconciliations of these
financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.
(2) Adjusted diluted EPS for 2026 is calculated based on approximately 650 million fully diluted adjusted weighted average ordinary shares outstanding.
Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the fourth quarter and full year at 9:00 a.m.
Eastern Time. The webcast is open to all interested parties and may include forward-looking information.
The live webcast of the earnings call will be accessible through the investor relations section of the Company’s website. To
join the webcast please visit https://events.q4inc.com/attendee/295400608.
Interested parties may access the live audio broadcast. U.S. participants may call 800-715-9871; international participants
may call +1 646-307-1963 (long-distance charges will apply). The conference ID number is 7258454.
A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live
call and will remain available for one year.
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Use of Non-GAAP Financial Measures
This release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS,
and Free cash flow. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial
condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance
with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such
measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in
accordance with GAAP.
We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance
of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We
believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating
performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-
GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts,
investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP
measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer
companies because we believe they provide users with valuable insight into key components of our GAAP financial
disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical
calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of
other companies.
Definitions and reconciliations of non-GAAP measures to the most directly comparable GAAP measures are provided within
the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that
our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in
their entirety or at all.
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, the
anticipated divestiture of our LS&H business or any other strategic transactions we may explore, anticipated cost savings,
results of operations, financial condition, liquidity, prospects, growth, strategies, anticipated transactions, 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.
5
Consolidated Balance Sheets (Unaudited)
| As of December 31, | ||
|---|---|---|
| (in millions) | 2025 | 2024 |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents, including restricted cash | $329.2 | $295.2 |
| Accounts receivable, net | 821.7 | 798.3 |
| Prepaid expenses | 94.2 | 85.9 |
| Other current assets | 64.9 | 65.2 |
| Total current assets | 1,310.0 | 1,244.6 |
| Property and equipment, net | 52.7 | 53.5 |
| Other intangible assets, net | 8,008.1 | 8,441.2 |
| Goodwill | 1,566.7 | 1,566.6 |
| Other non-current assets | 68.1 | 82.2 |
| Deferred income taxes | 17.2 | 48.5 |
| Operating lease right-of-use assets | 46.6 | 53.6 |
| Total assets | $11,069.4 | $11,490.2 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $150.6 | $124.5 |
| Accrued compensation | 146.7 | 119.2 |
| Accrued expenses and other current liabilities | 273.0 | 308.8 |
| Current portion of deferred revenues | 878.6 | 859.1 |
| Current portion of operating lease liability | 18.4 | 20.6 |
| Current portion of long-term debt | 101.5 | 1.3 |
| Total current liabilities | 1,568.8 | 1,433.5 |
| Long-term debt | 4,321.5 | 4,518.7 |
| Other non-current liabilities | 86.2 | 72.5 |
| Deferred income taxes | 212.1 | 273.3 |
| Operating lease liabilities | 37.9 | 53.2 |
| Total liabilities | 6,226.5 | 6,351.2 |
| Commitments and contingencies | ||
| Shareholders' equity: | ||
| Ordinary Shares, no par value; unlimited shares authorized; 640.7 and 691.4 shares issued<br><br>and outstanding as of December 31, 2025 and December 31, 2024, respectively | 12,810.6 | 12,978.8 |
| Accumulated other comprehensive loss | (453.1) | (526.3) |
| Accumulated deficit | (7,514.6) | (7,313.5) |
| Total shareholders' equity | 4,842.9 | 5,139.0 |
| Total liabilities and shareholders' equity | $11,069.4 | $11,490.2 |
6
Consolidated Statements of Operations (Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||
|---|---|---|---|---|
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 |
| Revenues | $617.0 | $663.0 | $2,455.2 | $2,556.7 |
| Operating expenses: | ||||
| Cost of revenues | 204.8 | 227.7 | 833.6 | 869.2 |
| Selling, general and administrative costs | 179.1 | 180.8 | 708.6 | 727.6 |
| Depreciation and amortization | 189.1 | 186.0 | 757.2 | 727.0 |
| Goodwill and intangible asset impairments | 15.0 | 224.1 | 15.0 | 540.7 |
| Restructuring and other impairments | 4.8 | 5.4 | 50.7 | 19.6 |
| Other operating expense (income), net | (17.2) | (98.7) | 18.6 | (51.8) |
| Total operating expenses | 575.6 | 725.3 | 2,383.7 | 2,832.3 |
| Income (loss) from operations | 41.4 | (62.3) | 71.5 | (275.6) |
| Fair value adjustment of warrants | — | — | — | (5.2) |
| Interest expense, net | 66.0 | 69.9 | 265.4 | 283.4 |
| Income (loss) before income taxes | (24.6) | (132.2) | (193.9) | (553.8) |
| Provision (benefit) for income taxes | (27.7) | 59.6 | 7.2 | 82.9 |
| Net income (loss) | 3.1 | (191.8) | (201.1) | (636.7) |
| Dividends on preferred shares | — | — | — | 31.3 |
| Net income (loss) attributable to ordinary shares | $3.1 | $(191.8) | $(201.1) | $(668.0) |
| Per share: | ||||
| Basic | $0.00 | $(0.27) | $(0.30) | $(0.96) |
| Diluted | $0.00 | $(0.27) | $(0.30) | $(0.96) |
| Weighted average shares used to compute earnings per share: | ||||
| Basic | 654.2 | 702.8 | 673.3 | 693.6 |
| Diluted | 662.3 | 702.8 | 673.3 | 693.6 |
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Consolidated Statements of Cash Flows (Unaudited)
| Year Ended December 31, | ||
|---|---|---|
| (In millions) | 2025 | 2024 |
| Cash Flows From Operating Activities | ||
| Net income (loss) | $(201.1) | $(636.7) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
| Depreciation and amortization | 757.2 | 727.0 |
| Share-based compensation | 63.1 | 59.9 |
| Restructuring and other impairments, including goodwill | 18.6 | 540.3 |
| Gain on sale from divestitures | — | (54.7) |
| Deferred income taxes | (41.5) | 21.2 |
| Amortization and write-off of debt issuance costs | 14.3 | 16.4 |
| Other operating activities | 14.4 | (1.9) |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (5.0) | 92.6 |
| Prepaid expenses | (7.5) | 1.5 |
| Other assets | 3.2 | (0.8) |
| Accounts payable | 22.8 | (15.0) |
| Accrued expenses and other current liabilities | (11.3) | 3.8 |
| Deferred revenues | (2.6) | (106.2) |
| Operating leases, net | (5.4) | (9.6) |
| Other liabilities | 9.3 | 8.8 |
| Net cash provided by operating activities | 628.5 | 646.6 |
| Cash Flows From Investing Activities | ||
| Capital expenditures | (263.2) | (289.1) |
| Payments for acquisitions, net of cash acquired | — | (32.0) |
| Proceeds from divestitures, net of cash divested | — | 84.4 |
| Net cash used for investing activities | (263.2) | (236.7) |
| Cash Flows From Financing Activities | ||
| Principal payments on debt | (600.0) | (198.1) |
| Proceeds from issuance of debt | 500.0 | — |
| Payment of debt issuance and extinguishment costs | (9.4) | (20.1) |
| Repurchases of ordinary shares | (224.5) | (200.0) |
| Cash dividends on preferred shares | — | (37.7) |
| Payments related to tax withholding for share-based compensation | (10.4) | (15.6) |
| Other financing activities | 1.2 | 1.4 |
| Net cash used for financing activities | (343.1) | (470.1) |
| Effects of exchange rates | 11.8 | (15.3) |
| Net change in cash and cash equivalents, including restricted cash | 34.0 | (75.5) |
| Cash and cash equivalents, including restricted cash, beginning of period | 295.2 | 370.7 |
| Cash and cash equivalents, including restricted cash, end of period | $329.2 | $295.2 |
| Supplemental Cash Flow Information: | ||
| Cash paid for interest | $256.3 | $265.3 |
| Cash paid for income tax | $42.1 | $52.9 |
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Supplemental Revenues Information
Annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer
subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the
measurement period are renewed at their current price level. Our organic ACV grew 1.8% in 2025, compared to
2024, primarily driven by improved product pricing. Our total ACV for 2025, compared to 2024, declined 1.0%
primarily due to the wind-down of certain product groups beginning in the first quarter of 2025.
The following tables present our revenues by type and by segment for the periods indicated, as well as the
components driving the changes between periods.
| Three Months Ended<br><br>December 31, | Change | % of Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||
| Subscription | $405.8 | $407.0 | $(1.2) | (0.3)% | —% | (2.4)% | 1.1% | 1.0% | ||||||||||
| Re-occurring | 114.1 | 112.0 | 2.1 | 1.9% | —% | 0.1% | 3.0% | (1.2)% | ||||||||||
| Recurring revenues | 519.9 | 519.0 | 0.9 | 0.2% | —% | (1.8)% | 1.5% | 0.5% | ||||||||||
| Transactional | 97.1 | 144.0 | (46.9) | (32.6)% | —% | (21.3)% | 0.6% | (11.9)% | ||||||||||
| Revenues | $617.0 | $663.0 | $(46.0) | (6.9)% | —% | (7.0)% | 1.3% | (1.2)% | Year Ended<br><br>December 31, | Change | % of Change | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||
| Subscription | $1,605.5 | $1,626.8 | $(21.3) | (1.3)% | 0.1% | (2.7)% | 0.5% | 0.8% | ||||||||||
| Re-occurring | 434.2 | 429.8 | 4.4 | 1.0% | —% | —% | 1.4% | (0.4)% | ||||||||||
| Recurring revenues | 2,039.7 | 2,056.6 | (16.9) | (0.8)% | 0.1% | (2.2)% | 0.7% | 0.6% | ||||||||||
| Transactional | 415.5 | 500.1 | (84.6) | (16.9)% | 0.1% | (12.6)% | 0.4% | (4.8)% | ||||||||||
| Revenues | $2,455.2 | $2,556.7 | $(101.5) | (4.0)% | 0.1% | (4.7)% | 0.7% | (0.1)% | Three Months Ended<br><br>December 31, | Change | % of Change | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||
| Academia & Government | $312.3 | $342.9 | $(30.6) | (8.9)% | —% | (10.9)% | 0.9% | 1.1% | ||||||||||
| Intellectual Property | 206.4 | 209.1 | (2.7) | (1.3)% | —% | —% | 2.5% | (3.8)% | ||||||||||
| Life Sciences & Healthcare | 98.3 | 111.0 | (12.7) | (11.4)% | —% | (9.9)% | 0.4% | (1.9)% | ||||||||||
| Revenues | $617.0 | $663.0 | $(46.0) | (6.9)% | —% | (7.0)% | 1.3% | (1.2)% | Year Ended<br><br>December 31, | Change | % of Change | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||
| Academia & Government | $1,266.0 | $1,326.4 | $(60.4) | (4.6)% | —% | (6.7)% | 0.5% | 1.6% | ||||||||||
| Intellectual Property | 799.4 | 811.4 | (12.0) | (1.5)% | 0.1% | (1.0)% | 1.3% | (1.9)% | ||||||||||
| Life Sciences & Healthcare | 389.8 | 418.9 | (29.1) | (6.9)% | 0.2% | (6.0)% | 0.3% | (1.4)% | ||||||||||
| Revenues | $2,455.2 | $2,556.7 | $(101.5) | (4.0)% | 0.1% | (4.7)% | 0.7% | (0.1)% |
9
Reconciliations to Certain Non-GAAP Measures
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and
amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring
expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or
disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that
are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating
performance. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted
EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the fourth
quarter and full year ended December 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net
income (loss) and Net income (loss) margin for the same periods:
| Year Ended December 31, | |||
|---|---|---|---|
| (In millions, except percentages); (unaudited) | 2024 | 2025 | 2024 |
| Net income (loss) | $(191.8) | $(201.1) | $(636.7) |
| Provision (benefit) for income taxes | 59.6 | 7.2 | 82.9 |
| Depreciation and amortization | 186.0 | 757.2 | 727.0 |
| Interest expense, net | 69.9 | 265.4 | 283.4 |
| Share-based compensation expense | 10.9 | 63.0 | 60.6 |
| Goodwill and intangible asset impairments | 224.1 | 15.0 | 540.7 |
| Restructuring and other impairments | 5.4 | 50.7 | 19.6 |
| Fair value adjustment of warrants | — | — | (5.2) |
| Transaction related costs | 4.3 | 22.5 | 17.9 |
| Other(1) | (83.1) | 21.9 | (29.8) |
| Adjusted EBITDA | $285.3 | $1,001.8 | $1,060.4 |
| Net income (loss) margin | (28.9)% | (8.2)% | (24.9)% |
| Adjusted EBITDA margin | 43.0% | 40.8% | 41.5% |
| (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 includes a gain of 69.5 and a net gain of 54.7, respectively, from the divestitures completed in 2024. |
All values are in US Dollars.
Adjusted net income and Adjusted diluted EPS
Adjusted net income represents Net income (loss), adjusted to exclude amortization related to acquired intangible
assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value
adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign
currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that
we do not consider indicative of our ongoing operating performance and the associated income tax impact of such
adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares.
The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are
dilutive.
10
The following tables present our calculation of Adjusted net income and Adjusted diluted EPS for the fourth
quarter and full year ended December 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net
income (loss) and diluted EPS for the same periods:
| 2024 | |||
| (In millions, except per share amounts); (unaudited) | Per Share | Amount | Per Share |
| Net income (loss) and Diluted EPS | $0.00 | $(191.8) | $(0.27) |
| Amortization related to acquired intangible assets | 0.20 | 137.2 | 0.20 |
| Share-based compensation expense | 0.03 | 10.9 | 0.02 |
| Goodwill and intangible asset impairments | 0.02 | 224.1 | 0.32 |
| Restructuring and other impairments | 0.01 | 5.4 | 0.01 |
| Transaction related costs | 0.01 | 4.3 | 0.01 |
| Other(1) | (0.02) | (83.1) | (0.13) |
| Income tax impact of related adjustments | (0.05) | 38.5 | 0.05 |
| Adjusted net income and Adjusted diluted EPS | $0.20 | $145.5 | $0.21 |
| Adjusted weighted average ordinary shares, diluted | 707.7 | ||
| (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter 2024 includes a gain of 69.5 from the ScholarOne divestiture. |
All values are in US Dollars.
| 2024 | |||
| (In millions, except per share amounts); (unaudited) | Per Share | Amount | Per Share |
| Net income (loss) and Diluted EPS | $(0.30) | $(636.7) | $(0.92) |
| Amortization related to acquired intangible assets | 0.81 | 554.1 | 0.80 |
| Share-based compensation expense | 0.09 | 60.6 | 0.09 |
| Goodwill and intangible asset impairments | 0.02 | 540.7 | 0.78 |
| Restructuring and other impairments | 0.08 | 19.6 | 0.03 |
| Fair value adjustment of warrants | — | (5.2) | (0.01) |
| Transaction related costs | 0.03 | 17.9 | 0.03 |
| Other(1) | 0.04 | (29.8) | (0.08) |
| Income tax impact of related adjustments | (0.08) | 4.1 | 0.01 |
| Adjusted net income and Adjusted diluted EPS | $0.69 | $525.3 | $0.73 |
| Adjusted weighted average ordinary shares, diluted | 721.5 | ||
| (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The 2024 amount includes a net gain of 54.7 from divestitures. |
All values are in US Dollars.
Free cash flow
Free cash flow represents Net cash provided by operating activities less Capital expenditures. The following table
presents our calculation of Free cash flow for the fourth quarter and full year ended December 31, 2025 and 2024
and reconciles this non-GAAP measure to Net cash provided by operating activities for the same periods:
| Three Months Ended December 31, | Year Ended December 31, | |||
|---|---|---|---|---|
| (In millions); (unaudited) | 2025 | 2024 | 2025 | 2024 |
| Net cash provided by operating activities | $159.9 | $141.3 | $628.5 | $646.6 |
| Capital expenditures | (70.7) | (82.2) | (263.2) | (289.1) |
| Free cash flow | $89.2 | $59.1 | $365.3 | $357.5 |
11
Reconciliations to Certain Non-GAAP Measures - 2026 Outlook
Adjusted EBITDA and Adjusted EBITDA margin
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2026
outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the
same period:
| Year Ending December 31, 2026<br><br>(Forecasted) | ||
|---|---|---|
| (In millions); (unaudited) | Low | High |
| Net income (loss) | $(189) | $(124) |
| Provision (benefit) for income taxes | 43 | 48 |
| Depreciation and amortization | 786 | 786 |
| Interest expense, net | 238 | 228 |
| Share-based compensation expense | 70 | 70 |
| Restructuring and other impairments(1) | 25 | 25 |
| Transaction related costs | 13 | 13 |
| Other | (6) | (6) |
| Adjusted EBITDA | $980 | $1,040 |
| Net income (loss) margin | (8.2)% | (5.1)% |
| Adjusted EBITDA margin | 42.0% | 43.5% |
| (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. |
Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted EPS for the 2026 outlook and reconciles this non-
GAAP measure to our Net income (loss) per share for the same period:
| Year Ending December 31, 2026<br><br>(Forecasted) | ||
|---|---|---|
| (Unaudited) | Low | High |
| Net income (loss) | $(0.29) | $(0.19) |
| Amortization related to acquired intangible assets | 0.84 | 0.84 |
| Share-based compensation expense | 0.11 | 0.11 |
| Restructuring and other impairments(1) | 0.04 | 0.04 |
| Transaction related costs | 0.02 | 0.02 |
| Other | 0.01 | 0.01 |
| Income tax impact of related adjustments | (0.03) | (0.03) |
| Adjusted diluted EPS | $0.70 | $0.80 |
| Adjusted weighted average ordinary shares, diluted | ~650 million | |
| (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. |
12
Free cash flow
The following table presents our calculation of Free cash flow for the 2026 outlook and reconciles this non-GAAP
measure to our Net cash provided by operating activities for the same period:
| Year Ending December 31, 2026<br><br>(Forecasted) | ||
|---|---|---|
| (In millions); (unaudited) | Low | High |
| Net cash provided by operating activities | $615 | $685 |
| Capital expenditures | (250) | (250) |
| Free cash flow | $365 | $435 |
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Investor Relations Contact:
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Q4 2025 Earnings Call February 24, 2026
Safe Harbor Statement and Non-GAAP Financial Measures © 2026 Clarivate. All rights reserved. 2 Forward-Looking Statements This presentation 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. Forward-looking statements included in this presentation include statements relating to our financial guidance for the fiscal year 2026 and key drivers thereof and underlying assumptions; the impact of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty and volatility, and the impact of artificial intelligence ("AI") on our business and strategy. 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, the anticipated divestiture of our LS&H business or any other strategic transactions we may explore, 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. Factors that may impact such forward- looking statements include, but are not limited to, our ability to compete in the highly competitive industry in which we operate; our ability to maintain high annual renewal rates; our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing regulatory requirements; reductions in customers’ research budgets or government funding; the success of our Value Creation Plan; our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions; our exposure to risk from the international scope of our operations; our level of indebtedness; our ability to leverage AI in our products and services; any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties that we utilize in our operations; and other factors beyond our control. 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 of 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.
Safe Harbor Statement and Non-GAAP Financial Measures © 2026 Clarivate. All rights reserved. 3 Non-GAAP Financial Measures This presentation contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Free Cash Flow Conversion. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP. We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all. In the Appendix to this presentation, we provide definitions of these non-GAAP measures and reconciliations to the most directly comparable GAAP measures. Industry and Market Data The market data and other statistical information used throughout this presentation are based on industry publications and surveys, public filings, and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this presentation. While we are not aware of any misstatements regarding our market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors.
Agenda 4© 2026 Clarivate. All rights reserved. Business Review Financial Review Q&A Matti Shem Tov Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer
Matti Shem Tov Chief Executive Officer Business Review
Momentum, Focus and Growth © 2026 Clarivate. All rights reserved. 6 • Delivered our full-year financial guidance with inflecting KPI’s • Value Creation Plan built strong momentum and focus • Accelerated ACV, organic revenue growth, and enhanced Free Cash Flow conversion 2025 Results Demonstrate Value Creation Plan Delivering • Guiding to ACV, recurring revenue, profit margin and FCF growth • Accelerated improvement across all three segments • Leveraging proprietary solutions alongside AI to drive increased customer value and growth 2026 Outlook Projects Continued Solid Momentum • Launched process to sell Life Sciences & Healthcare business • Multiple parties participating currently conducting diligence • No guarantee of an agreement, will update as appropriate • Potential sale to increase focus and strengthen balance sheet Conducted Portfolio Strategic Review
Durable Foundation To Drive Scalable Impact In The AI Era © 2026 Clarivate. All rights reserved. 7 Intelligence embedded across mission critical workflows Leveraging AI to capitalize upon our foundational advantages Decades of investment into proprietary assets creates an enduring advantage Trusted and scaled provider in markets where accuracy and transparency is non-negotiable Non-Proprietary 3% Workflow Solutions 19% Tech-Enabled Services 21% Intelligence Solutions 57% 97% of our revenue1 is generated from proprietary solutions Access Clarivate Intelligence Amplified in the Age of AI Webinar at https://ir.clarivate.com/video-library/2 1 FY2025A revenue, excluding disposals and divestments. 2 None of the information provided on our website is incorporated into, or deemed to be a part of, this presentation or in any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.
Combining Our Proprietary Assets With Cutting Edge Technology To Deliver Amplified Intelligence © 2026 Clarivate. All rights reserved. 8 PROPRIETARY INTELLIGENCE AMPLIFIED BY AI Clarivate AI Research Assistants Conversational, contextual AI driven search and discovery; a “front door” to our trusted intelligence Clarivate AI Ecosystem Access Extending our gold-standard intelligence across the AI ecosystem through secure integrations such as MCP servers Clarivate AI Workflow Agents AI Agents embedded across customer workflows, serving as “digital analysts”, enabling execution at speed AI Tools Powered by Licensed LLMs, RAG Data Access, and MCP Workflow Integration AI Insight AI Tools +Clarivate Proprietary Assets & Expertise Billions of Interconnected Data Points Decades of Deep Domain Expertise
2025 Results Achieved and Exceeded Guidance © 2026 Clarivate. All rights reserved. 9 Financial Metric 2025 Original Guidance Ranges4 2025 Actuals 1.8%Organic ACV 1.0% 2.0% ~1.5% Recurring Revenue Mix3 83% 87% ~85% 83% 88%5 Adj. EBITDA1 $940m $1,000m~$970m $1,002m Adj. EBITDA Margin1 40.5% 42.5% ~41.5% 40.8% Adj. Diluted EPS1 70₵60₵ ~65₵ 69₵ Free Cash Flow1 $300m $380m ~$340m $365m $2,455Revenues $2,280m $2,400m~$2,340m 0.6%Recurring Organic Growth2 (1.0)% 1.0% ~Flat 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription + Re-occurring order types. 3 (Subscription + Re-occurring) / Total Revenues. 4 2025 guidance ranges issued on February 19, 2025. 5 Organic Recurring Revenue Mix.
Value Creation Plan Driving Focus, Growth and Innovation Product & Agentic AI Accelerated Innovation Invest in proprietary assets and drive development of Agentic-AI capabilities across portfolio Optimize ROI and Support Sales Execution Sales Improved Sales Execution Drive sales execution, customer engagement and retention Increase Organic Growth and Achieve Targets Revenue Business Model Optimization Focus on driving core subscription and re-occurring revenue improving predictability Increase Subscription and Re-occurring Revenue Mix Portfolio Solutions Rationalization Assess strategic alternatives to increase execution focus and optimize capital allocation Unlock Value for Shareholders 10 Value Creation Enablers Talent and Culture Cost Rationalization Enterprise Technology © 2026 Clarivate. All rights reserved.
A&G: Strong Year, Improved Mix, Accelerating Growth © 2026 Clarivate. All rights reserved. 11 Delivered strong performance achieving organic ACV growth over 2%, despite funding headwinds Successfully repositioned business model, increasing recurring organic revenue mix to 93%1 2025 Overview Launched 10 AI assistants and AI- native agentic solutions in 2025, being used by over 4K institutions 97% of revenue2 is generated from proprietary solutions, providing a durable foundation for innovation AI Innovation Expect continued improvement in growth, as AI and product innovation increasingly materializes Improve sales execution supported by a higher recurring revenue mix and operating leverage Outlook Deeply embedded in mission-critical research and library workflows, relied on by 130M students and researchers 1 (Subscription Organic Revenues + Re-occurring Organic Revenues) / Total Organic Revenues. 2 FY2025A revenue, excluding disposals.
IP: Disciplined and Focused Execution with a Clear Path to Growth © 2026 Clarivate. All rights reserved. 12 Delivered 270 bps YoY improvement in re-occurring organic growth, reflecting stronger execution New leadership driving focus and stronger commercial alignment, after challenging few years 2025 Overview Launched 5 AI native products and enhancements in 2025 across product portfolio RiskMark awarded 2025 LegalTech predictive AI solution of the year AI Innovation Expect steady improvement in growth driven by improved commercial execution Increase the pace of innovation through focused AI solutions development Outlook Differentiated, AI and tech-enabled full-lifecycle IP platform with unmatched scale and highest-quality global agent network
LS&H: Achieved Inflection Point, Advancing AI Innovation, Returning Growth © 2026 Clarivate. All rights reserved. 13 Clear inflection point, reversing subscription growth declines across Cortellis, DRG, and MedTech Momentum building across key metrics, reflected in sequential ACV improvement each quarter 2025 Overview 11K global active users leveraging AI research assistants and agentic AI solutions Due to release 10+ AI solutions currently under development in 2026 AI Innovation Expect return to organic revenue growth in 2026, based on strong momentum from 2025 Improve customer retention and accelerate product innovation to drive further scale Outlook Scaled provider of trusted intelligence solutions to the world’s largest pharma and medical device companies
Positive Momentum and Outlook Across Core Financial Metrics © 2026 Clarivate. All rights reserved. 141 Midpoint of FY2026 guidance range. 2 Subscription + Re-occurring order types. 3 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Organic Annual Contract Value Growth ~2.5% ~70 bps Financial Metric 2026E¹ YoY Growth Recurring Organic Growth2 ~1.5% ~90 bps Free Cash Flow3 ~$400M []~$35M | ~10%
Positive Momentum and Outlook Across Core Financial Metrics © 2026 Clarivate. All rights reserved. 151 Midpoint of FY2026 guidance range. 2 Subscription + Re-occurring order types. 3 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Organic Annual Contract Value Growth ~2.5% ~70 bps Financial Metric 2026E¹ YoY Growth Recurring Organic Growth2 ~1.5% ~90 bps Free Cash Flow3 ~$400M []~$35M | ~10%
Jonathan Collins Chief Financial Officer Financial Review
Q4 and FY 2025 Financial Results 17 Changes from Prior Year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding. © 2026 Clarivate. All rights reserved. $m except per share data Q4 ‘25 Q4 ‘24 Change FY ‘25 FY ‘24 Change Revenues $617 $663 $(46) $2,455 $2,557 $(102) Operating Expenses 576 725 (149) 2,384 2,832 (448) Income / (Loss) from Operations $41 $(62) $103 $71 $(276) $347 Interest Expense, Net 66 70 (4) 265 283 (18) Income Tax Expense (Benefit) (28) 60 (88) 7 83 (76) Net Income / (Loss) $3 $(192) $195 $(201) $(637) $436 Net Income / (Loss) Per Share, basic $0.00 $(0.27) $0.27 $(0.30) $(0.96) $0.66 Adjusted EBITDA1 255 285 (30) 1,002 1,060 (58) Adjusted EBITDA Margin1 41.3% 43.0% (170bps) 40.8% 41.5% (70 bps) Adjusted Diluted EPS1 $0.20 $0.21 $(0.01) $0.69 $0.73 $(0.04) Operating Cash Flow $160 $141 $19 $629 $647 $(18) Capital Spending 71 82 (11) 263 289 (26) Free Cash Flow1 89 59 30 365 358 7 Revenues • Q4 and FY change driven by inorganic disposals and divestitures Net Income / Loss • Q4 and FY improvement over the prior year primarily due to lower non-cash goodwill impairment as well as interest and tax expense Operating Cash Flow • Q4 and FY change from working capital benefit and lower interest and tax, offset by lower Adjusted EBITDA
Changes from Prior Year Q4 2025 Revenues and Adj. EBITDA1 18© 2026 Clarivate. All rights reserved.1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding. Q4 2024 Q4 2025 $663 $617 $285 43.0% $255 41.3% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX $8 ($2) Organic ($7) ($16) Inorganic Disposals ($43) ($10) Inorganic Divestitures ($4) ($2) Organic • Continued growth in subscription revenues offset by re-occurring and transactional headwinds; higher incentive compensation contributing to profit headwind Inorganic Disposals • Impact from A&G (transactional books and digital collections) and LS&H (real world data reselling) disposals Inorganic Divestitures • ScholarOne divestiture Foreign Exchange • Revenue benefit from translation impact due to weaker USD was offset by transactional gains in ‘24 that did not recur in ‘25 Subscription ~+4 Reoccurring & Transactional ~(11)
Changes from Prior Year FY 2025 Revenues and Adj. EBITDA1 19© 2026 Clarivate. All rights reserved. FY 2024 FY 2025 $2,557 $2,455 $1,060 41.5% $1,002 40.8% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX $17 $9 Organic ($3) ($23) Inorganic Disposals ($78) ($23) Inorganic Divestitures ($38) ($21) Organic • Subscriptions organic revenue growth, offset by re-occuring and transactional decline Inorganic Disposals • Impact from A&G (transactional books and digital collections) and LS&H (real world data reselling) disposals Inorganic Divestitures • ScholarOne and Valipat divestitures Foreign Exchange • Weaker USD led to top- and bottom-line benefit Recurring2 ~+11 Transactional ~(14) 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription Revenues + Re-occurring Revenues. Note: Amounts in table may not sum due to rounding.
Q4 and FY 2025 Cash Flow 20© 2026 Clarivate. All rights reserved. Changes from Prior Year $m Q4 ‘25 Q4 ‘24 Change FY ‘25 FY ‘24 Change Adj. EBITDA1 $255 $285 $(30) $1,002 $1,060 $(58) One-Time Costs2 (12) (13) 1 (67) (46) (21) Interest (83) (93) 10 (253) (265) 12 Taxes (13) (18) 5 (42) (53) 11 Working Capital 16 (16) 32 12 (23) 35 Other3 (3) (4) 1 (23) (26) 3 Operating Cash Flow 160 141 19 629 647 (18) Capital Spending (71) (82) 11 (263) (289) 26 Free Cash Flow1 $89 $59 $30 $365 $358 $7 Preferred Dividend - - - - (38) 38 Share Repurchase (75) (100) 25 (225) (200) (25) Debt Repayment - (140) 140 (100) (198) 98 M&A (2) 106 (108) 3 55 (52) Other4 (1) (18) 17 (9) (53) 44 Cash Flow $11 $(93) $104 $34 $(76) $110 Free Cash Flow1 • Growth driven by disciplined capital expenditures, working capital benefit, and lower interest and taxes, offset in part by lower Adj. EBITDA Capital Allocation • Utilized Q4 FCF to repurchase another 21.2m shares at an average price of $3.53 reducing share count by 7% last year. Subsequent to year-end, called remaining $100m of bonds due later this year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.
FY 2026 Guidance 21© 2026 Clarivate. All rights reserved. Organic ACV • Expect continued acceleration as momentum from Value Creation Plan continues Recurring Organic Growth • Subscription growth acceleration and stable re-occurring revenues Revenues • Decline due entirely to strategic disposals, expect 2026 to be final year of decline Adj. EBITDA / Margin / EPS • Margin expansion driven by organic growth and cost discipline • EPS growth due to share repurchases Free Cash Flow • Growth driven by disciplined capital spending, lower one-time costs and interest +70 bpsOrganic ACV 2% 3% ~2½% Recurring Organic Revenue Mix3 88% 90% ~89% +100 bps Adj. EBITDA1 $980m $1,040m ~$1,010m +1% Adj. EBITDA Margin1 42% 43½% ~42¾% +200 bps Adj. Diluted EPS1 80₵70₵ ~75₵ +9% Free Cash Flow1 $365m $435m ~$400m +10% (4)%Revenues $2,300m $2,420m ~$2,360m +90 bps Recurring Organic Growth2 ¾% 2¼% ~1½% Mid Point4 vs. PY 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription + Re-occurring order types. 3 (Subscription + Re-occurring) / Total Revenues excluding disposals. 4 Mid Point included for illustrative purposes only. Mid Point4Guidance Range
FY 2026 Revenues and Adj. EBITDA1 Outlook 22 2025A 2026T $2,455 ~$2,360 $1,002 40.8% ~$1,010 ~42.8% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX ~$10 ~$5 © 2026 Clarivate. All rights reserved. Organic ~$25 Inorganic Disposals ~($130) ~($25) Changes from Prior Year Inorganic Divestitures 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding. ~$25 Organic • Recurring revenue growth partially offset by modest transactional decline • Strong profit flow through driven by disciplined cost management Inorganic Disposals • Books transactional revenues gone by mid-year, RWD by end of year Inorganic Divestitures • Guidance does not include potential sale of LS&H business Foreign Exchange • Expect modest benefit associated with weaker USD
FY 2026 Quarterly Phasing © 2026 Clarivate. All rights reserved. 23 Revenue, Organic ACV Growth, Organic Recurring Revenue Growth and Adj. EBITDA % 2025A2024A 0.9% 1.2% 1.3% 1.6% 1.8% 0.1% 0.6% 0.8% 0.3% 0.5% 0.00% 20.00% 40.00% 60.00% 80.00% 100.00% 120.00% 140.00% 160.00% -2.00% -1.00% 0.00% 1.00% 2.00% 3.00% 4.00% 2024A Q1 25 Q2 25 Q3 25 Q4 25 Q1 26E Q2 26E Q3 26E Q4 26E Organic ACV Growth (%) Organic Recurring Revenue Growth (%) Adj. EBITDA Margin (%) 2026E Revenue • Anticipate disproportionate amount of decline over prior year in Q2-Q3 due to disposals Organic ACV • Expect acceleration through the year Organic Recurring Revenue • Q1 ‘25 benefited from USPTO accelerations so Q1 ‘26 will be essentially flat Adj. EBITDA Margin • Normalized pattern with H1 below full year average and H2 above 6391 594 621 623 617 500 520 540 560 580 600 620 640 660 1 2024A represents quarterly average revenue for the year. Revenue ($M) 41.5% 39.3% 42.1% 40.5% 41.3% 36.00% 37.00% 38.00% 39.00% 40.00% 41.00% 42.00% 43.00% 44.00% 45.00% 46.00%
FY 2026 Cash Flow Outlook 24 $m 2026 Outlook 2025 Actuals Change Adj. EBITDA1 ~$1,010 $1,002 ~$5 One-Time Costs2 ~(40) (67) ~25 Interest ~(235) (253) ~20 Taxes ~(50) (42) ~(10) Working Capital ~(20) 12 ~(30) Other3 ~(15) (23) ~10 Operating Cash Flow ~650 629 ~20 Capital Spending ~(250) (263) ~15 Free Cash Flow1 ~$400 $365 ~$35 Share Repurchase ~(400) (225) ~(80) Debt Repayment (100) M&A 3 Other4 ~(15) (9) ~(5) Cash Flow ~$(15) $34 ~$(50) © 2026 Clarivate. All rights reserved. Changes from Prior Year Free Cash Flow1 • Expecting ~10% growth on lower one-time costs, interest, and capital spending driven by efficiencies to be partially offset by higher working capital Capital Allocation • Repaid remaining $100m of 2026 notes in January • Plan to favour deleveraging in deployment of remaining $300m of FCF in the balance of year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.
Proven and Consistent Engine For Free Cash Flow Generation © 2026 Clarivate. All rights reserved. 25 6% Free Cash Flow CAGR 2022-25A¹ 36% Avg. FCF Conversion 2022-25A¹ 30% Free Cash Flow Yield 2025A ¹,² 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Market capitalization of $1.2B as of February 20, 2026. Capital Allocation Debt Repayments Net Leverage ▼ 1x 2022 – Jan 26 Share Repurchases Share Count ▼13% 2022-25A $1.2B $0.7B $1.9B FCF + Divestitures 2022-25A ¹
Q&A Session
Appendix Presentation of Certain Non-GAAP Financial Measures
28© 2026 Clarivate. All rights reserved. Presentation of Certain Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA represents net income (loss) before the provision (benefit) for income taxes, depreciation and amortization, and interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted net income and Adjusted diluted EPS Adjusted net income represents net income (loss), adjusted to exclude acquisition and/or disposal-related transaction costs, amortization related to acquired intangible assets, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments. Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive. Free cash flow, Free cash flow conversion, and Free cash flow yield Free cash flow represents Net cash provided by (used for) operating activities less capital expenditures. Free cash flow conversion is calculated by dividing Free cash flow by Adjusted EBITDA. Operating cash flow conversion is calculated by dividing Net cash provided by (used for) operating activities by Net income (loss). Free cash flow yield represents free cash flow for the applicable twelve-month period divided by our equity market capitalization based on the closing share price and ordinary shares outstanding.
29 $m Q4 ‘25 Q4 ’24 FY ’25 FY ’24 Net income (loss) $3.1 $(191.8) $(201.1) $(636.7) Provision (benefit) for income taxes (27.7) 59.6 7.2 82.9 Depreciation and amortization 189.1 186.0 757.2 727.0 Interest expense, net 66.0 69.9 265.4 283.4 Share-based compensation expense 17.4 10.9 63.0 60.6 Goodwill and intangible asset impairments 15.0 224.1 15.0 540.7 Restructuring and other impairments 4.8 5.4 50.7 19.6 Fair value adjustment of warrants — — — (5.2) Transaction related costs 4.0 4.3 22.5 17.9 Other1 (17.1) (83.1) 21.9 (29.8) Adjusted EBITDA $254.6 $285.3 $1,001.8 $1,060.4 Net income (loss) margin 0.5% (28.9)% (8.2)% (24.9)% Adjusted EBITDA margin 41.3% 43.0% 40.8% 41.5% © 2026 Clarivate. All rights reserved. 1 Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 amount includes a gain of $69.5 and a net gain of $54.7, respectively, from the divestitures completed in 2024. Reconciliation of Non-GAAP Financial Measures Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin
Reconciliation of Non-GAAP Financial Measures 30 Net income (loss) and Net income (loss) per share to Adjusted net income and Adjusted diluted EPS © 2026 Clarivate. All rights reserved. 1 Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 amount includes a gain of $69.5 and a net gain of $54.7, respectively, from the divestitures completed in 2024. Q4 ‘25 Q4 ‘24 FY ’25 FY ‘24 $m except per share data Amount Per Share Amount Per Share Amount Per Share Amount Per Share Net income (loss) and Diluted EPS $3.1 $0.00 $(191.8) $(0.27) $(201.1) $(0.30) $(636.7) $(0.92) Amortization related to acquired intangible assets 135.5 0.20 137.2 0.20 545.5 0.81 554.1 0.80 Share-based compensation expense 17.4 0.03 10.9 0.02 63.0 0.09 60.6 0.09 Goodwill and intangible asset impairments 15.0 0.02 224.1 0.32 15.0 0.02 540.7 0.78 Restructuring and other impairments 4.8 0.01 5.4 0.01 50.7 0.08 19.6 0.03 Fair value adjustment of warrants — — — — — — (5.2) (0.01) Transaction related costs 4.0 0.01 4.3 0.01 22.5 0.03 17.9 0.03 Other1 (15.7) (0.02) (83.1) (0.13) 24.8 0.04 (29.8) (0.08) Income tax impact of related adjustments (34.4) (0.05) 38.5 0.05 (52.3) (0.08) 4.1 0.01 Adjusted net income and Adjusted diluted EPS $129.7 $0.20 $145.5 $0.21 $468.1 $0.69 $525.3 $0.73 Adjusted weighted average ordinary shares, diluted 662.3 707.7 679.3 721.5
31© 2026 Clarivate. All rights reserved. $m Q4 ‘25 Q4 ‘24 FY ’25 FY ’24 Net cash provided by operating activities $159.9 $141.3 $628.5 $646.6 Capital expenditures (70.7) (82.2) (263.2) (289.1) Free cash flow $89.2 $59.1 $365.3 $357.5 Operating cash flow conversion 5,158.1% (73.7)% (312.5)% (101.6)% Free cash flow conversion 35.0% 20.7% 36.5% 33.7% Reconciliation of Non-GAAP Financial Measures Net cash provided by operating activities to Free cash flow and Free cash flow conversion
32© 2026 Clarivate. All rights reserved. Year Ending December 31, 2026 (Forecasted) Year Ended December 31, $m Low High 2025 2024 2023 2022 Net income (loss) $(189) $(124) $(201.1) $(636.7) $(911.2) $(3,960.2) Provision (benefit) for income taxes 43 48 7.2 82.9 (101.3) (28.9) Depreciation and amortization 786 786 757.2 727.0 708.3 710.5 Interest expense, net 238 228 265.4 283.4 293.7 270.3 Share-based compensation expense 70 70 63.0 60.6 108.9 102.2 Goodwill and intangible asset impairments — — 15.0 540.7 979.9 4,449.1 Restructuring and other impairments1 25 25 50.7 19.6 40.0 66.7 Fair value adjustment of warrants — — — (5.2) (15.9) (206.8) Transaction related costs 13 13 22.5 17.9 8.2 14.2 Other (6) (6) 21.9 (29.8) 6.6 (304.4) Adjusted EBITDA $980 $1,040 $1,001.8 $1,060.4 $1,117.2 $1,112.7 Net income (loss) margin (8.2)% (5.1)% (8.2)% (24.9)% (34.7)% (148.9)% Adjusted EBITDA margin 42.0% 43.5% 40.8% 41.5% 42.5% 41.8% 1 For the 2026 outlook, reflects restructuring costs expected to be incurred associated with the Value Creation Plan. Reconciliation of Non-GAAP Financial Measures – 2026 Outlook Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin
33© 2026 Clarivate. All rights reserved. Year Ending December 31, 2026 (Forecasted) $m Low High Net income (loss) per share $(0.29) $(0.19) Amortization related to acquired intangible assets 0.84 0.84 Share-based compensation expense 0.11 0.11 Restructuring and other impairments1 0.04 0.04 Transaction related costs 0.02 0.02 Other 0.01 0.01 Income tax impact of related adjustments (0.03) (0.03) Adjusted diluted EPS $0.70 $0.80 Adjusted weighted average ordinary shares, diluted ~650 million Reconciliation of Non-GAAP Financial Measures – 2026 Outlook 1 Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS
34 Year Ending December 31, 2026 (Forecasted) Year Ended December 31, $m Low High 2025 2024 2023 2022 Net cash provided by operating activities $615 $685 $628.5 $646.6 $744.2 $509.3 Capital expenditures (250) (250) (263.2) (289.1) (242.5) (202.9) Free cash flow $365 $435 $365.3 $357.5 $501.7 $306.4 Operating cash flow conversion (304.5)% (492.8)% (312.5)% (101.6)% (81.7)% (12.9)% Free cash flow conversion 37.2% 41.8% 36.5% 33.7% 44.9% 27.5% © 2026 Clarivate. All rights reserved. Reconciliation of Non-GAAP Financial Measures – 2026 Outlook Net cash provided by operating activities to Free cash flow and Free cash flow conversion
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