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
October 29, 2025
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 October 29, 2025, Clarivate Plc (the “Company”) issued a press release announcing earnings for the third quarter ended September 30, 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 October 29, 2025, 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 October 29, 2025 |
| 99.2 | Supplemental Information dated October 29, 2025 |
| 104 | The cover page from the Company's Current Report on Form 8-K dated October 29, 2025, 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: October 29, 2025 | By: /s/ Jonathan M. Collins |
| Name: Jonathan M. Collins | |
| Executive Vice President & Chief Financial Officer |
Document
Clarivate Reports Third Quarter 2025 Results
— Continued acceleration of organic ACV —
— Raises 2025 Revenues Outlook —
— Repurchased 11.7 million ordinary shares and repaid $100 million of debt in the third quarter —
London, UK -- October 29, 2025 Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a leading global provider of transformative intelligence, today reported results for the third quarter ended September 30, 2025.
“The third quarter demonstrated continued improved financial and operational performance, underscoring the effectiveness of our Value Creation Plan and the increased focus, growth and innovation it enables. By accelerating product and AI development, investing in proprietary assets, and collaborating closely with our customers, we are optimizing our business model and supporting improved sales execution, which is driving organic ACV growth,” said Matti Shem Tov, Chief Executive Officer. “We remain committed to increasing our core subscription and recurring revenue mix, rationalizing our solutions portfolio, and unlocking greater value for our shareholders. With strong talent, disciplined cost management, and enterprise technology as key enablers, we are well-positioned to deliver sustainable growth and long-term success.”
Total revenues for the third quarter of 2025 were $623.1 million, compared to total revenues of $622.2 million for the third quarter of 2024. Organic revenues for the third quarter of 2025 decreased 0.1%, as organic subscription growth of 1.2%, was offset by lower organic re-occurring and transactional revenues. Organic ACV grew 1.6% compared to September 30, 2024, and the mix of organic recurring revenue to total revenue through nine months of this year has improved 800 bps to 88%, compared to 80% for the prior year ended December 31, 2024.
Net loss for the third quarter of 2025 was $28.3 million, or $0.04 per diluted share, compared to a net loss of $65.6 million, or $0.09 per diluted share, for the third quarter of 2024. Adjusted net income for the third quarter of 2025 was $119.3 million, or $0.18 per diluted share, compared to $134.1 million, or $0.19 per diluted share, for the third quarter of 2024. Adjusted EBITDA for the third quarter of 2025 was $252.4 million, compared to Adjusted EBITDA of $264.4 million for the third quarter of 2024.
Total revenues through nine months of 2025 were $1,838.2 million, compared to total revenues of $1,893.7 million through nine months of 2024, due to inorganic divestitures and disposals. Organic revenues through nine months of 2025 increased 0.2%, due to a 0.6% increase in organic recurring revenues, partially offset by lower organic transactional revenues.
Net loss through nine months of 2025 was $204.2 million, or $0.30 per diluted share, compared to a net loss of $444.9 million, or $0.69 per diluted share, through nine months of 2024. Adjusted net income through nine months of 2025 was $338.4 million, or $0.49 per diluted share, compared to $379.8 million, or $0.52 per diluted share, through nine months of 2024. Adjusted EBITDA through nine months of 2025 was $747.2 million, compared to Adjusted EBITDA of $775.1 million through nine months of 2024.
Clarivate generated $468.6 million of operating cash flow and $276.1 million of free cash flow through nine months of 2025 and used approximately $150 million to repurchase 34.8 million ordinary shares including 11.7 million shares in the third quarter of 2025.
Selected Financial Information
| (In millions, except percentages and per share data), (unaudited) | Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | 2025 | 2024 | % | |||||||||||||||||
| Revenues | $ | 623.1 | $ | 622.2 | 0.9 | 0.1 | % | $ | 1,838.2 | $ | 1,893.7 | (55.5) | (2.9) | % | ||||||||
| Net income (loss) | $ | (28.3) | $ | (65.6) | 37.3 | 56.9 | % | $ | (204.2) | $ | (444.9) | 240.7 | 54.1 | % | ||||||||
| Adjusted net income(1) | $ | 119.3 | $ | 134.1 | (14.8) | (11.0) | % | $ | 338.4 | $ | 379.8 | (41.4) | (10.9) | % | ||||||||
| Adjusted EBITDA(1) | $ | 252.4 | $ | 264.4 | (12.0) | (4.5) | % | $ | 747.2 | $ | 775.1 | (27.9) | (3.6) | % | ||||||||
| Diluted EPS | $ | (0.04) | $ | (0.09) | 0.05 | 55.6 | % | $ | (0.30) | $ | (0.69) | 0.39 | 56.5 | % | ||||||||
| Adjusted diluted EPS(1) | $ | 0.18 | $ | 0.19 | (0.01) | (5.3) | % | $ | 0.49 | $ | 0.52 | (0.03) | (5.8) | % | ||||||||
| Net cash provided by operating activities | $ | 181.1 | $ | 202.9 | (21.8) | (10.7) | % | $ | 468.6 | $ | 505.3 | (36.7) | (7.3) | % | ||||||||
| Free cash flow(1) | $ | 115.5 | $ | 126.3 | (10.8) | (8.6) | % | $ | 276.1 | $ | 298.4 | (22.3) | (7.5) | % |
All values are in US Dollars.
Third Quarter 2025 Commentary
Subscription revenues decreased $5.7 million, or (1.4)%, to $405.4 million. Organic subscription revenues increased 1.2%, primarily due to new sales and price increases.
Re-occurring revenues decreased $1.4 million, or (1.3)%, to $105.3 million. Organic re-occurring revenues decreased 3.2%, primarily due to lower IP volumes and sales.
Recurring revenues, which consist of subscription and re-occurring revenues, increased 0.3% organically.
Transactional revenues increased $8.0 million, or 7.7%, to $112.4 million, primarily due to higher transactional book sales attributed to A&G wind-down products. Organic transactional revenues decreased 2.8%.
Balance Sheet and Cash Flow
As of September 30, 2025, cash and cash equivalents of $318.7 million increased $23.5 million compared to December 31, 2024.
Total debt outstanding was $4,470.2 million as of September 30, 2025, a decrease of $100.9 million compared to December 31, 2024, driven by a $100.0 million accelerated debt repayment in September 2025.
Net cash provided by operating activities through nine months of 2025 was $468.6 million compared to $505.3 million in the prior year period. Free cash flow through nine months of 2025 was $276.1 million compared to $298.4 million in the prior year period.
Updated Outlook for 2025 (forward-looking statement)
“The full year 2025 revenue outlook was revised upward, reflecting increased transactional book sales prior to the planned June 2026 disposal, as well as the favorable impact of a weaker U.S. dollar,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “During the quarter, as part of our commitment to shareholder returns and disciplined capital management, we allocated $50 million of cash flow towards the repurchase of approximately 12 million shares and called $100 million of our 2026 bonds.We remain focused on our strategic priorities—investing in innovation, driving operational efficiencies, and maximizing long-term value for our shareholders.”
The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.
| Full Year 2025 Outlook | ||
|---|---|---|
| Updated | Prior | |
| Organic ACV | No change | 1.0% to 2.0% |
| Recurring Organic Revenue Growth | No change | (1.0)% to 1.0% |
| Revenues | $2.42B to $2.45B | $2.28B to $2.40B |
| Adjusted EBITDA(1) | No change | $940M to $1.00B |
| Adjusted EBITDA Margin(1) | No change | 40.5% to 42.5% |
| Adjusted Diluted EPS(1)(2) | No change | $0.60 to $0.70 |
| Free Cash Flow(1) | No change | $300M to $380M |
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 2025 is calculated based on approximately 680 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 third quarter 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/318407873.
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 7007526.
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.
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, 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.
Condensed Consolidated Balance Sheets (Unaudited)
| (In millions) | September 30, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents, including restricted cash | $ | 318.7 | $ | 295.2 |
| Accounts receivable, net | 810.7 | 798.3 | ||
| Prepaid expenses | 93.9 | 85.9 | ||
| Other current assets | 67.8 | 65.2 | ||
| Total current assets | 1,291.1 | 1,244.6 | ||
| Property and equipment, net | 52.6 | 53.5 | ||
| Other intangible assets, net | 8,149.0 | 8,441.2 | ||
| Goodwill | 1,566.7 | 1,566.6 | ||
| Other non-current assets | 69.0 | 82.2 | ||
| Deferred income taxes | 49.2 | 48.5 | ||
| Operating lease right-of-use assets | 50.0 | 53.6 | ||
| Total assets | $ | 11,227.6 | $ | 11,490.2 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 139.7 | $ | 124.5 |
| Accrued compensation | 129.6 | 119.2 | ||
| Accrued expenses and other current liabilities | 328.8 | 310.1 | ||
| Current portion of deferred revenues | 872.8 | 859.1 | ||
| Current portion of operating lease liability | 18.7 | 20.6 | ||
| Total current liabilities | 1,489.6 | 1,433.5 | ||
| Long-term debt | 4,419.0 | 4,518.7 | ||
| Other non-current liabilities | 98.6 | 72.5 | ||
| Deferred income taxes | 274.5 | 273.3 | ||
| Operating lease liabilities | 42.1 | 53.2 | ||
| Total liabilities | 6,323.8 | 6,351.2 | ||
| Commitments and contingencies | ||||
| Shareholders' equity: | ||||
| Ordinary Shares, no par value; unlimited shares authorized; 661.4 and 691.4 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | 12,867.9 | 12,978.8 | ||
| Accumulated other comprehensive loss | (446.4) | (526.3) | ||
| Accumulated deficit | (7,517.7) | (7,313.5) | ||
| Total shareholders' equity | 4,903.8 | 5,139.0 | ||
| Total liabilities and shareholders' equity | $ | 11,227.6 | $ | 11,490.2 |
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenues | $ | 623.1 | $ | 622.2 | $ | 1,838.2 | $ | 1,893.7 |
| Operating expenses: | ||||||||
| Cost of revenues | 218.2 | 210.1 | 628.8 | 641.5 | ||||
| Selling, general and administrative costs | 170.0 | 169.7 | 529.5 | 546.8 | ||||
| Depreciation and amortization | 191.8 | 177.2 | 568.1 | 541.0 | ||||
| Goodwill and intangible asset impairments | — | 13.8 | — | 316.6 | ||||
| Restructuring and other impairments | 11.9 | 4.0 | 45.9 | 14.2 | ||||
| Other operating expense (income), net | (12.8) | 25.7 | 35.8 | 46.9 | ||||
| Total operating expenses | 579.1 | 600.5 | 1,808.1 | 2,107.0 | ||||
| Income (loss) from operations | 44.0 | 21.7 | 30.1 | (213.3) | ||||
| Fair value adjustment of warrants | — | — | — | (5.2) | ||||
| Interest expense, net | 68.5 | 72.2 | 199.4 | 213.5 | ||||
| Income (loss) before income taxes | (24.5) | (50.5) | (169.3) | (421.6) | ||||
| Provision (benefit) for income taxes | 3.8 | 15.1 | 34.9 | 23.3 | ||||
| Net income (loss) | (28.3) | (65.6) | (204.2) | (444.9) | ||||
| Dividends on preferred shares | — | — | — | 31.3 | ||||
| Net income (loss) attributable to ordinary shares | $ | (28.3) | $ | (65.6) | $ | (204.2) | $ | (476.2) |
| Per share: | ||||||||
| Basic | $ | (0.04) | $ | (0.09) | $ | (0.30) | $ | (0.69) |
| Diluted | $ | (0.04) | $ | (0.09) | $ | (0.30) | $ | (0.69) |
| Weighted average shares used to compute earnings per share: | ||||||||
| Basic | 668.3 | 718.7 | 679.7 | 690.5 | ||||
| Diluted | 668.3 | 718.7 | 679.7 | 690.5 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||
| Cash Flows From Operating Activities | ||||
| Net income (loss) | $ | (204.2) | $ | (444.9) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
| Depreciation and amortization | 568.1 | 541.0 | ||
| Share-based compensation | 45.4 | 48.9 | ||
| Restructuring and other impairments, including goodwill | 2.8 | 314.5 | ||
| Deferred income taxes | (11.6) | (28.8) | ||
| Amortization and write-off of debt issuance costs | 11.3 | 11.1 | ||
| Other operating activities | 27.1 | 36.1 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 6.2 | 148.2 | ||
| Prepaid expenses | (7.2) | (8.5) | ||
| Other assets | 0.5 | (9.8) | ||
| Accounts payable | 11.7 | (16.5) | ||
| Accrued expenses and other current liabilities | 27.3 | 22.1 | ||
| Deferred revenues | (8.3) | (102.3) | ||
| Operating leases, net | (4.3) | (7.8) | ||
| Other liabilities | 3.8 | 2.0 | ||
| Net cash provided by operating activities | 468.6 | 505.3 | ||
| Cash Flows From Investing Activities | ||||
| Capital expenditures | (192.5) | (206.9) | ||
| Payments for acquisitions, net of cash acquired | — | (32.0) | ||
| Proceeds from divestitures, net of cash divested | — | (19.2) | ||
| Net cash used for investing activities | (192.5) | (258.1) | ||
| Cash Flows From Financing Activities | ||||
| Principal payments on debt | (600.0) | (58.1) | ||
| Proceeds from issuance of debt | 500.0 | — | ||
| Payment of debt issuance costs, extinguishment costs, and related fees | (9.5) | (20.1) | ||
| Repurchases of ordinary shares | (149.5) | (100.0) | ||
| Cash dividends on preferred shares | — | (37.7) | ||
| Payments related to tax withholding for share-based compensation | (9.6) | (13.9) | ||
| Other financing activities | 3.4 | (0.7) | ||
| Net cash used for financing activities | (265.2) | (230.5) | ||
| Effects of exchange rates | 12.6 | 1.1 | ||
| Net change in cash and cash equivalents, including restricted cash | 23.5 | 17.8 | ||
| Cash and cash equivalents, including restricted cash, beginning of period | 295.2 | 370.7 | ||
| Cash and cash equivalents, including restricted cash, end of period | $ | 318.7 | $ | 388.5 |
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 1.6% compared to September 30, 2024, primarily driven by price increases. Our total ACV of $1,542.7 as of September 30, 2025 declined 3.4% compared to $1,596.4 as of September 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and 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>September 30, | Change | % of Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | Acquisitions | Disposals | FX | Organic | |||||||||
| Subscription | $ | 405.4 | $ | 411.1 | (1.4) | % | — | % | (3.4) | % | 0.8 | % | 1.2 | % | |
| Re-occurring | 105.3 | 106.7 | (1.4) | (1.3) | % | — | % | — | % | 1.9 | % | (3.2) | % | ||
| Recurring revenues | 510.7 | 517.8 | (7.1) | (1.4) | % | — | % | (2.7) | % | 1.0 | % | 0.3 | % | ||
| Transactional | 112.4 | 104.4 | 8.0 | 7.7 | % | — | % | 9.8 | % | 0.7 | % | (2.8) | % | ||
| Revenues | $ | 623.1 | $ | 622.2 | 0.1 | % | — | % | (0.7) | % | 0.9 | % | (0.1) | % |
All values are in US Dollars.
| Nine Months Ended<br>September 30, | Change | % of Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | Acquisitions | Disposals | FX | Organic | |||||||||
| Subscription | $ | 1,199.7 | $ | 1,219.8 | (1.6) | % | 0.1 | % | (2.9) | % | 0.4 | % | 0.8 | % | |
| Re-occurring | 320.1 | 317.8 | 2.3 | 0.7 | % | — | % | — | % | 0.9 | % | (0.2) | % | ||
| Recurring revenues | 1,519.8 | 1,537.6 | (17.8) | (1.2) | % | 0.1 | % | (2.4) | % | 0.5 | % | 0.6 | % | ||
| Transactional | 318.4 | 356.1 | (37.7) | (10.6) | % | 0.1 | % | (9.0) | % | 0.4 | % | (2.1) | % | ||
| Revenues | $ | 1,838.2 | $ | 1,893.7 | (2.9) | % | 0.1 | % | (3.7) | % | 0.5 | % | 0.2 | % |
All values are in US Dollars.
| Three Months Ended<br>September 30, | Change | % of Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | Acquisitions | Disposals | FX | Organic | |||||||||
| Academia & Government | $ | 332.5 | $ | 321.3 | 3.5 | % | — | % | 0.8 | % | 0.7 | % | 2.0 | % | |
| Intellectual Property | 197.8 | 199.8 | (2.0) | (1.0) | % | 0.1 | % | — | % | 1.6 | % | (2.7) | % | ||
| Life Sciences & Healthcare | 92.8 | 101.1 | (8.3) | (8.2) | % | — | % | (7.7) | % | 0.2 | % | (0.7) | % | ||
| Revenues | $ | 623.1 | $ | 622.2 | 0.1 | % | — | % | (0.7) | % | 0.9 | % | (0.1) | % |
All values are in US Dollars.
| Nine Months Ended<br>September 30, | Change | % of Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | Acquisitions | Disposals | FX | Organic | |||||||||
| Academia & Government | $ | 953.7 | $ | 983.5 | (3.0) | % | — | % | (5.1) | % | 0.3 | % | 1.8 | % | |
| Intellectual Property | 593.0 | 602.3 | (9.3) | (1.5) | % | 0.1 | % | (1.2) | % | 0.8 | % | (1.2) | % | ||
| Life Sciences & Healthcare | 291.5 | 307.9 | (16.4) | (5.3) | % | 0.3 | % | (4.7) | % | 0.2 | % | (1.1) | % | ||
| Revenues | $ | 1,838.2 | $ | 1,893.7 | (2.9) | % | 0.1 | % | (3.7) | % | 0.5 | % | 0.2 | % |
All values are in US Dollars.
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 three and nine months ended September 30, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
| Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions, except percentages); (unaudited) | 2024 | 2025 | 2024 | ||||||||
| Net income (loss) | (28.3) | $ | (65.6) | $ | (204.2) | $ | (444.9) | ||||
| Provision (benefit) for income taxes | 15.1 | 34.9 | 23.3 | ||||||||
| Depreciation and amortization | 177.2 | 568.1 | 541.0 | ||||||||
| Interest expense, net | 72.2 | 199.4 | 213.5 | ||||||||
| Share-based compensation expense | 15.4 | 45.6 | 49.7 | ||||||||
| Goodwill and intangible asset impairments | 13.8 | — | 316.6 | ||||||||
| Restructuring and other impairments | 4.0 | 45.9 | 14.2 | ||||||||
| Fair value adjustment of warrants | — | — | (5.2) | ||||||||
| Transaction related costs | 6.1 | 18.5 | 13.6 | ||||||||
| Other(1) | 26.2 | 39.0 | 53.3 | ||||||||
| Adjusted EBITDA | 252.4 | $ | 264.4 | $ | 747.2 | $ | 775.1 | ||||
| Net income (loss) margin | % | (10.5) | % | (11.1) | % | (23.5) | % | ||||
| Adjusted EBITDA margin | % | 42.5 | % | 40.6 | % | 40.9 | % | ||||
| (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 nine months ended September 30, 2024 includes a 14.8 loss on divestiture. |
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.
The following tables present our calculation of Adjusted net income and Adjusted diluted EPS for the three and nine months ended September 30, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and diluted EPS for the same periods:
| Three Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| (In millions, except per share amounts); (unaudited) | Amount | Per Share | Amount | Per Share | ||||
| Net income (loss) and Diluted EPS | $ | (28.3) | $ | (0.04) | $ | (65.6) | $ | (0.09) |
| Amortization related to acquired intangible assets | 136.7 | 0.20 | 138.7 | 0.19 | ||||
| Share-based compensation expense | 16.0 | 0.02 | 15.4 | 0.02 | ||||
| Goodwill and intangible asset impairments | — | — | 13.8 | 0.02 | ||||
| Restructuring and other impairments | 11.9 | 0.02 | 4.0 | 0.01 | ||||
| Transaction related costs | 4.1 | 0.01 | 6.1 | 0.01 | ||||
| Other(1) | (14.0) | (0.02) | 26.2 | 0.04 | ||||
| Income tax impact of related adjustments | (7.1) | (0.01) | (4.5) | (0.01) | ||||
| Adjusted net income and Adjusted diluted EPS | $ | 119.3 | $ | 0.18 | $ | 134.1 | $ | 0.19 |
| Adjusted weighted average ordinary shares, diluted | 675.5 | 723.5 | ||||||
| (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. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |
| 2024 | ||||||||
| (In millions, except per share amounts); (unaudited) | Per Share | Amount | Per Share | |||||
| Net income (loss) and Diluted EPS | (204.2) | $ | (0.30) | $ | (444.9) | $ | (0.64) | |
| Amortization related to acquired intangible assets | 0.60 | 416.9 | 0.60 | |||||
| Share-based compensation expense | 0.07 | 49.7 | 0.07 | |||||
| Goodwill and intangible asset impairments | — | 316.6 | 0.46 | |||||
| Restructuring and other impairments | 0.07 | 14.2 | 0.02 | |||||
| Fair value adjustment of warrants | — | (5.2) | (0.01) | |||||
| Transaction related costs | 0.03 | 13.6 | 0.02 | |||||
| Other(1) | 0.05 | 53.3 | 0.05 | |||||
| Income tax impact of related adjustments | (0.03) | (34.4) | (0.05) | |||||
| Adjusted net income and Adjusted diluted EPS | 338.4 | $ | 0.49 | $ | 379.8 | $ | 0.52 | |
| Adjusted weighted average ordinary shares, diluted | 726.1 | |||||||
| (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 nine months ended September 30, 2024 includes a 14.8 loss on divestiture. |
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 three and nine months ended September 30, 2025 and 2024 and reconciles this non-GAAP measure to Net cash provided by operating activities for the same periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions); (unaudited) | 2025 | 2024 | 2025 | 2024 | ||||
| Net cash provided by operating activities | $ | 181.1 | $ | 202.9 | $ | 468.6 | $ | 505.3 |
| Capital expenditures | (65.6) | (76.6) | (192.5) | (206.9) | ||||
| Free cash flow | $ | 115.5 | $ | 126.3 | $ | 276.1 | $ | 298.4 |
Reconciliations to Certain Non-GAAP Measures - 2025 Outlook
Adjusted EBITDA and Adjusted EBITDA margin
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2025 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, 2025<br>(Forecasted) | ||||||
|---|---|---|---|---|---|---|
| (In millions); (unaudited) | Low | High | ||||
| Net income (loss) | $ | (328) | $ | (252) | ||
| Provision (benefit) for income taxes | 53 | 57 | ||||
| Depreciation and amortization | 768 | 758 | ||||
| Interest expense, net | 270 | 260 | ||||
| Share-based compensation expense | 66 | 66 | ||||
| Restructuring and other impairments(1) | 54 | 54 | ||||
| Transaction related costs | 15 | 15 | ||||
| Other | 42 | 42 | ||||
| Adjusted EBITDA | $ | 940 | $ | 1,000 | ||
| Net income (loss) margin | (13.5) | % | (10.3) | % | ||
| Adjusted EBITDA margin | 40.5 | % | 42.5 | % | ||
| (1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan. |
Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted EPS for the 2025 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period:
| Year Ending December 31, 2025<br>(Forecasted) | ||||
|---|---|---|---|---|
| (Unaudited) | Low | High | ||
| Net income (loss) | $ | (0.48) | $ | (0.38) |
| Amortization related to acquired intangible assets | 0.80 | 0.80 | ||
| Share-based compensation expense | 0.10 | 0.10 | ||
| Restructuring and other impairments(1) | 0.08 | 0.08 | ||
| Transaction related costs | 0.02 | 0.02 | ||
| Other | 0.11 | 0.11 | ||
| Income tax impact of related adjustments | (0.03) | (0.03) | ||
| Adjusted diluted EPS | $ | 0.60 | $ | 0.70 |
| Adjusted weighted average ordinary shares, diluted | 680 million | |||
| (1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan. |
Free cash flow
The following table presents our calculation of Free cash flow for the 2025 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:
| Year Ending December 31, 2025<br>(Forecasted) | ||||
|---|---|---|---|---|
| (In millions); (unaudited) | Low | High | ||
| Net cash provided by operating activities | $ | 555 | $ | 635 |
| Capital expenditures | (255) | (255) | ||
| Free cash flow | $ | 300 | $ | 380 |
Media Contact:
Gwenan White, Senior Vice President, Communications & Brand
newsroom@clarivate.com
Investor Relations Contact:
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investor.relations@clarivate.com
215-243-2202
12
ex992q32025supplementale
Q3 2025 Earnings Call October 29, 2025
Safe Harbor Statement and Non-GAAP Financial Measures © 2025 Clarivate. All rights reserved. 2 Forward-Looking Statements This communication 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 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 © 2025 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© 2025 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
Q3 2025 Overview 6 Organic ACV: 1.6% ▲ 30 bps sequentially Renewal Rate: 93% ▲ 100 bps YoY Subs Organic Revenue Growth: 1.2% 40.5% Margin1 Utilized $50M to repurchase 11.7M shares and called $100M of 2026 bonds 46% Conversion1 ● (1)₵ YoY Revenues Adj. EBITDA¹ Free Cash Flow1 Adj. EPS1 $623M $252M $115M 18₵ 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Academia & Government Solid 2% organic ACV & subs revenue growth Secured 100+ new contracts YTD led by ProQuest Ebooks and Digital Collections Intellectual Property Re-occurring revenue ~flat YTD; +3% vs. ’24 FY Signed agreements to provide China Petrochemical with IP & A&G research solutions Life Sciences & Healthcare Organic ACV accelerated to 2% growth Launched AI-powered regulatory assistant streamlining access to evolving requirements © 2025 Clarivate. All rights reserved.
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 7 Value Creation Enablers Talent and Culture Cost Rationalization Enterprise Technology © 2025 Clarivate. All rights reserved.
Strong Execution Driving Strategic Wins and Transition to Subscriptions © 2025 Clarivate. All rights reserved. 8 Academia & Government Accelerating Transition to Subscriptions Secured 100+ contracts for our new content subscription framework YTD, led by key solutions: ProQuest Ebooks and ProQuest Digital Collections Achieved Significant US Consortium Web of Science Renewal Secured multi-million dollar Web of Science renewal with the largest library consortium in the US, reinforcing our long-standing partnership and the continued value our solutions bring to leading research institutions across the U.S Partnered with the University of Melbourne to Transform Library Systems Alma
Strengthening IP Market Leadership Through AI Innovation and Global Wins © 2025 Clarivate. All rights reserved. 9 Intellectual Property Sinopec Group Selects Clarivate for Impactful Research and Innovation Signed agreements to provide China Petrochemical Corporation (Sinopec Group) with leading intellectual property and academic research solutions, IncoPat and Web of Science Innovating with AI across the Patent Monitoring Workflow Introduced AI-powered threat rating capability in Derwent Patent Monitor, enabling customers to surface high-risk competitor filings early and enabling IP portfolios to be proactively defended, reducing litigation risk Derwent Patent Monitor AI Threat Rating
Advancing AI Adoption with New Product Capabilities and Expertise © 2025 Clarivate. All rights reserved. 10 Life Sciences & Healthcare Boosting Regulatory Productivity with Cortellis Regulatory Assistant Launched a new AI-powered regulatory assistant enabling regulatory teams to streamline access across complex and evolving global requirements with greater ease, speed and confidence Powering Market Growth with DRG Commercial Analytics 360 Partnered with Bioventus, a global orthobiologics leader, to leverage DRG Commercial Analytics 360 and unlock new U.S. growth for EXOGEN, its FDA-approved ultrasound bone healing system Cortellis Regulatory Assistant
• A&G | General Release of Alma Specto (AI-native) • IP | Release Derwent Patent Monitor Solution • LS&H | Deploy Cortellis OFF-X AI Research Assistant • LS&H | Deploy Cortellis Drug Discovery Intelligence AI Research Assistant • A&G | Complete Digital Collections transition from transaction to subscription model Value Creation Plan on Track in 2025 © 2025 Clarivate. All rights reserved. 11 Q1 2025 Q3 2025Q2 2025 Q4 2025 Execute program to drive internal cost efficiencies Evaluate strategic alternatives Improved Sales Execution Business Model Optimization Accelerated Innovation Solutions Rationalization • A&G | Released Web of Science Research Intelligence AI agent to early adopters • IP | Released Derwent Suite Standard Essential Patent Analyzer (Innography) • LS&H | Released DRG MedTech Competitive Intelligence (subscription product) • LS&H | Deployed Cortellis Regulatory Intelligence AI Research Assistant • A&G | Launched ProQuest e-Books (subscription platform) • A&G | Launched ProQuest Digital Collections (subscription product) • LS&H | Launched DRG Fusion powered by RWD (subscription platform) • Implemented revised sales incentive models • Implemented initiative to grow and scale customer success teams for all segments • A&G | Released e-Book Central AI-powered research assistant • LS&H | Released enhanced AI-powered search functionality in Cortellis • IP | Released AI-powered Trade Mark opposition assistant ‘RiskMark’
Key Focus Areas Into 2026 Execution Of The Value Creation Plan 12 Continue rapid deployment of Agentic AI Build on existing momentum to release new AI-native solutions in existing and adjacent markets Extend AI-powered capabilities across the flagship product portfolio Accelerate AI Innovation at Scale © 2025 Clarivate. All rights reserved. Accelerate organic ACV and recurring revenue growth through focused sales execution Deepen customer engagement to drive sustainable account growth Enhance sales productivity through AI-powered insights and enablement Strengthen Commercial Execution Utilize Agentic AI to drive operational efficiency and margin expansion Embed organization-wide AI adoption to drive operational excellence and cost efficiencies Drive Efficiency and Margin Expansion Complete exit from A&G transactional book sales Exit LS&H Real-World Data reselling market Streamline Business Model and Market Focus
Shareholder Value Creation Focus © 2025 Clarivate. All rights reserved. 13 Continuing to advance comprehensive review and assessment of strategic alternatives Best-In-Class Data & Workflow Assets Products Colleagues Talented Team With Deep Expertise Trusted Provider, Blue Chip Customer Base Robust Financial Profile Scaled Information Services Provider Across The Innovation Value Chain Strategic Alternatives Progress Strong Foundation To Drive Shareholder Value Further narrowed scope to focus on a priority with strongest strategic and financial rationale Expected to complete review and disclose at year end earnings in February
Positive Momentum Building Across Core Financial Metrics 141 (Subscription Organic Revenues + Re-occurring Organic Revenues) / Total Organic Revenues. 80% is FY 2024 reported. 2 Subscription + Re-occurring order types. Core Financial Metrics 2024A vs. YTD 2025A 2024A YTD 2025A Organic ACV 1.6% 0.9% Renewal Rate 93% 92% YTD 2024A ▲ 70 bps ▲ 100 bps Recurring Organic Revenue Mix1 88% 80% ▲ 800 bps Recurring Organic Growth2 0.6% 0.1% ▲ 50 bps Total Organic Revenue Growth 0.2% (1.4%) ▲ 160 bps © 2025 Clarivate. All rights reserved.
Jonathan Collins Chief Financial Officer Financial Review
Q3 and YTD 2025 Financial Results 16 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. © 2025 Clarivate. All rights reserved. $m except per share data Q3 ‘25 Q3 ‘24 Change YTD ‘25 YTD ‘24 Change Revenues $623 $622 $1 $1,838 $1,894 $(56) Income / (Loss) from Operations 44 22 22 30 (213) 243 Fair Value Adjustment of Warrants (Gain) / Loss - - - - (5) 5 Interest Expense, Net 68 72 (4) 199 214 (15) Income Tax Expense (Benefit) 4 15 (11) 35 23 12 Net Income / (Loss) to Ordinary Shares $(28) $(66) $38 $(204) $(476) $272 Net Income / (Loss) Per Share, basic $(0.04) $(0.09) $0.05 $(0.30) $(0.69) $0.39 Adjusted EBITDA1 252 264 (12) 747 775 (28) Adjusted EBITDA Margin1 40.5% 42.5% (200bps) 40.6% 40.9% (30 bps) Adjusted Diluted EPS1 $0.18 $0.19 $(0.01) $0.49 $0.52 $(0.03) Operating Cash Flow $181 $203 $(22) $469 $505 $(36) Capital Spending 66 77 (11) 193 207 (14) Free Cash Flow1 115 126 (11) 276 298 (22) Revenues • Q3 essentially flat as Fx benefit more than offset inorganic decline Net Income / Loss • Q3 improvement due to Fx gain and non-cash goodwill impairment for IP segment in prior year that did not recur this year Operating Cash Flow • Q3 change resulting from change in Adj. EBITDA and slight working capital use, partially offset by lower capital spending in Free Cash Flow
Changes from Prior Year Q3 2025 Revenues and Adj. EBITDA1 17© 2025 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. Q3 2024 Q3 2025 $622 $623 $264 42.5% $252 40.5% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX $6 $6 Organic ($1) ($17) Inorganic Disposals $5 $4 Inorganic Divestitures ($9) ($5) Organic • Continued growth in subscription revenues offset by re-occurring and transactional headwinds; lower incentive compensation expense in prior year driving majority of profit headwind Inorganic Disposals • Decline in disposed businesses more than offset by multiple large books transactions that did not occur in the same period last year Inorganic Divestitures • ScholarOne divestiture Foreign Exchange • Weaker USD led to higher translation and transaction gains
Changes from Prior Year YTD 2025 Revenues and Adj. EBITDA1 18© 2025 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. YTD 2024 YTD 2025 $1,894 $1,838 $775 40.9% $747 40.6% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX $9 $11 Organic $4 ($7) Inorganic Disposals ($35) ($13) Inorganic Divestitures ($34) ($19) Organic • Subscriptions driving organic revenue growth Inorganic Disposals • Impact from A&G and LS&H disposals Inorganic Divestitures • Primarily ScholarOne and Valipat divestitures Foreign Exchange • Weaker USD led to translation benefit and higher transaction gains drove profit increase
Q3 and YTD 2025 Cash Flow 19© 2025 Clarivate. All rights reserved. Changes from Prior Year $m Q3 ‘25 Q3 ‘24 Change YTD ‘25 YTD ‘24 Change Adj. EBITDA1 $252 $264 $(12) $747 $775 $(28) One-Time Costs2 (13) (8) (5) (55) (33) (22) Interest (45) (41) (4) (171) (173) 2 Taxes (5) (11) 6 (29) (35) 6 Working Capital (3) 7 (10) (4) (7) 3 Other3 (5) (8) 3 (19) (22) 3 Operating Cash Flow 181 203 (22) 469 505 (36) Capital Spending (66) (77) 11 (193) (207) 14 Free Cash Flow1 $115 $126 $(11) $276 $298 $(22) Free Cash Flow Conversion1 46% 48% (2)% 37% 39% (2)% Preferred Dividend - - - - (38) 38 Share Repurchase (50) (100) 50 (150) (100) (50) Debt Repayment (100) (5) (95) (100) (58) (42) M&A (2) (15) 13 4 (51) 55 Other4 (7) 6 (13) (7) (33) 26 Cash Flow $(44) $12 $(56) $23 $18 $5 Free Cash Flow1 • Change resulting from lower Adj. EBITDA as lower capital spending was offset by higher one-time costs Capital Allocation • Utilized Q3 FCF and cash on hand to repurchase an additional 11.7m shares at an average price of $4.29 and called $100m of bonds due in 2026 • Extended $500m of floating to fixed interest rate swaps that expire next year to 2030 • Net leverage remains at 4x 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 2025 Guidance Reaffirmed with Raised Revenue Range 20 Organic ACV • Expect continued growth acceleration at upper end of range Recurring Organic Growth • Anticipate outcome in upper half of range Revenues / Recurring Mix • Raised guidance range as rate of decline from disposals is slower, USD is weaker, and organic growth is stronger than original guide • Slower disposals decline lowering mix; however, organic mix (ex. disposals) remains at 88% YTD Adj. EBITDA / Margin / FCF • Expect Adj. EBITDA at higher end of range 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 Mid Point included for illustrative purposes only. © 2025 Clarivate. All rights reserved. Mid Point4 Guidance Range Organic ACV 1.0% 2.0% Recurring Revenue Mix3 83% 87% ~85% Adj. EBITDA1 $940m $1,000m ~$970m Adj. EBITDA Margin1 40.5% 42.5% ~41.5% Adj. Diluted EPS1 70₵60₵ Free Cash Flow1 $300m $380m Revenues $2,425m $2,455m Recurring Organic Growth2 (1.0)% 1.0% Flat ~1.5% ~$340m ~$2,440m ~65₵ Current Indication *88% * Organic Recurring Revenue Mix
FY 2025 Revenues and Adj. EBITDA1 Outlook 21 2024A 2025T $2,557 ~$2,440 $1,060 41.5% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX ~$10 ~$5 © 2025 Clarivate. All rights reserved. Organic ~($20) Inorganic Disposals ~($90) ~($30) Changes from Prior Year Organic • Expecting revenue to be flat as recurring2 growth offsets transactional decline • Profit headwind due to continued investments in product innovation and higher incentive compensation partially offset by VCP internal cost efficiencies Inorganic Disposals • Digital Collections transactional revenues gone by year end, Books and RWD in 2026 Inorganic Divestitures • ScholarOne and Valipat divestitures Inorganic Divestitures ~($40) ~($20) 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. ~Flat Recurring2 ~+10 Transactional ~(10) ~$995 ~41%
FY 2025 Cash Flow Outlook 22 $m 2025 Outlook 2024 Actuals Change Adj. EBITDA1 ~$995 $1,060 ~$(65) One-Time Costs2 ~(65) (46) ~(20) Interest ~(255) (265) ~10 Taxes ~(50) (53) ~0 Working Capital ~Flat (23) ~25 Other3 ~(25) (26) ~0 Operating Cash Flow ~600 647 ~(50) Capital Spending ~(260) (289) ~30 Free Cash Flow1 ~$340 $358 ~$(20) Free Cash Flow Conversion1 ~34% 34% ~Flat Preferred Dividend 0 (38) ~40 Share Repurchase ~(350) (200) ~(5) Debt Repayment (198) M&A 55 Other4 ~(25) (53) ~25 Cash Flow ~$(35) $(76) ~$40 © 2025 Clarivate. All rights reserved. Changes from Prior Year Free Cash Flow1 • Lower interest, working capital, and capital spending expected to largely offset lower profit to maintain FCF conversion Capital Allocation • Deployed $250m so far this year by repurchasing $150m of shares and calling $100m of bonds • Flexibility in deployment of $100m in Q4 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 © 2025 Clarivate. All rights reserved. 23 4% Free Cash Flow CAGR 2022-25F ¹ 35% Avg. FCF Conversion 2022-25F ¹ 13% Free Cash Flow Yield 2025F ¹,² 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures; 2025F FCF at mid-point of guidance range. 2 2025F FCF at mid-point of guidance range / market capitalization of $2.5B as of September 30, 2025. $1.1B Debt Repayments 1x Net Leverage 2022 – YTD 2025 $0.6B Share Repurchases 10% / 75m Share 2022 – YTD 2025 $1.5B FCF Generation 2022-25F ¹
Q&A Session
Appendix Presentation of Certain Non-GAAP Financial Measures
26© 2025 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 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. 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. 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. Operating cash flow conversion is calculated by dividing net cash provided by (used for) operating activities by net income (loss). Free cash flow conversion is calculated by dividing Free cash flow by Adjusted EBITDA. 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.
27 $m Q3 ‘25 Q3 ’24 YTD ’25 YTD ’24 Net income (loss) $(28.3) $(65.6) $(204.2) $(444.9) Provision (benefit) for income taxes 3.8 15.1 34.9 23.3 Depreciation and amortization 191.8 177.2 568.1 541.0 Interest expense, net 68.5 72.2 199.4 213.5 Share-based compensation expense 16.0 15.4 45.6 49.7 Goodwill and intangible asset impairments — 13.8 — 316.6 Restructuring and other impairments 11.9 4.0 45.9 14.2 Fair value adjustment of warrants — — — (5.2) Transaction related costs 4.1 6.1 18.5 13.6 Other1 (15.4) 26.2 39.0 53.3 Adjusted EBITDA $252.4 $264.4 $747.2 $775.1 Net income (loss) margin (4.5)% (10.5)% (11.1)% (23.5)% Adjusted EBITDA margin 40.5% 42.5% 40.6% 40.9% © 2025 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 nine months ended September 30, 2024 includes a $14.8 loss on divestiture. Reconciliation of Non-GAAP Financial Measures Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin
Reconciliation of Non-GAAP Financial Measures 28 Net income (loss) and Net income (loss) per share to Adjusted net income and Adjusted diluted EPS © 2025 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 nine months ended September 30, 2024 includes a $14.8 loss on divestiture. Q3 ‘25 Q3 ‘24 YTD ’25 YTD ‘24 $m except per share data Amount Per Share Amount Per Share Amount Per Share Amount Per Share Net income (loss) and Diluted EPS $(28.3) $(0.04) $(65.6) $(0.09) $(204.2) $(0.30) $(444.9) $(0.64) Amortization related to acquired intangible assets 136.7 0.20 138.7 0.19 410.0 0.60 416.9 0.60 Share-based compensation expense 16.0 0.02 15.4 0.02 45.6 0.07 49.7 0.07 Goodwill and intangible asset impairments — — 13.8 0.02 — — 316.6 0.46 Restructuring and other impairments 11.9 0.02 4.0 0.01 45.9 0.07 14.2 0.02 Fair value adjustment of warrants — — — — — — (5.2) (0.01) Transaction related costs 4.1 0.01 6.1 0.01 18.5 0.03 13.6 0.02 Other1 (14.0) (0.02) 26.2 0.04 40.5 0.05 53.3 0.05 Income tax impact of related adjustments (7.1) (0.01) (4.5) (0.01) (17.9) (0.03) (34.4) (0.05) Adjusted net income and Adjusted diluted EPS $119.3 $0.18 $134.1 $0.19 $338.4 $0.49 $379.8 $0.52 Adjusted weighted average ordinary shares, diluted 675.5 723.5 685.0 726.1
29© 2025 Clarivate. All rights reserved. $m Q3 ‘25 Q3 ‘24 YTD ’25 YTD ’24 Net cash provided by operating activities $181.1 $202.9 $486.6 $505.3 Capital expenditures (65.6) (76.6) (192.5) (206.9) Free cash flow $115.5 $126.3 $276.1 $298.4 Operating cash flow conversion (639.9)% (309.3)% (229.5)% (113.6)% Free cash flow conversion 45.8% 47.8% 37.0% 38.5% Reconciliation of Non-GAAP Financial Measures Net cash provided by operating activities to Free cash flow and Free cash flow conversion
30© 2025 Clarivate. All rights reserved. Year Ending December 31, 2025 (Forecasted) Year Ended December 31, $m Low High 2024 2023 2022 Net income (loss) $(328) $(252) $(636.7) $(911.2) $(3,960.2) Provision (benefit) for income taxes 53 57 82.9 (101.3) (28.9) Depreciation and amortization 768 758 727.0 708.3 710.5 Interest expense, net 270 260 283.4 293.7 270.3 Share-based compensation expense 66 66 60.6 108.9 102.2 Goodwill and intangible asset impairments — — 540.7 979.9 4,449.1 Restructuring and other impairments1 54 54 19.6 40.0 66.7 Fair value adjustment of warrants — — (5.2) (15.9) (206.8) Transaction related costs 15 15 17.9 8.2 14.2 Other2 42 42 (29.8) 6.6 (304.4) Adjusted EBITDA $940 $1,000 $1,060.4 $1,117.2 $1,112.7 Net income (loss) margin (13.5)% (10.3)% (24.9)% (34.7)% (148.9)% Adjusted EBITDA margin 40.5% 42.5% 41.5% 42.5% 41.8% 1 Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan. 2 FY22 includes a $278.5 gain on sale from a divestiture. Reconciliation of Non-GAAP Financial Measures – 2025 Outlook Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin
31© 2025 Clarivate. All rights reserved. Year Ending December 31, 2025 (Forecasted) $m Low High Net income (loss) per share $(0.48) $(0.38) Amortization related to acquired intangible assets 0.80 0.80 Share-based compensation expense 0.10 0.10 Restructuring and other impairments1 0.08 0.08 Transaction related costs 0.02 0.02 Other 0.11 0.11 Income tax impact of related adjustments (0.03) (0.03) Adjusted diluted EPS $0.60 $0.70 Adjusted weighted average ordinary shares, diluted 680 million Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 1 Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan. Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS
32 Year Ending December 31, 2025 (Forecasted) Year Ended December 31, $m Low High 2024 2023 2022 Net cash provided by operating activities $555 $635 $646.6 $744.2 $509.3 Capital expenditures (255) (255) (289.1) (242.5) (202.9) Free cash flow $300 $380 $357.5 $501.7 $306.4 Operating cash flow conversion (169.2)% (252.0)% (101.6)% (81.7)% (12.9)% Free cash flow conversion 31.9% 38.0% 33.7% 44.9% 27.5% © 2025 Clarivate. All rights reserved. Reconciliation of Non-GAAP Financial Measures – 2025 Outlook Net cash provided by operating activities to Free cash flow and Free cash flow conversion
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