UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
70 St. Mary Axe<br><br>London EC3A 8BE<br><br>United Kingdom<br><br>(Address of principal executive offices)	Not applicable<br><br>(Zip Code)

Registrant’s telephone number, including area code: +44 207 4334000

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered

public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐ No ☒

The aggregate market value of ordinary shares held by non-affiliates of the registrant, based on the closing price of the ordinary shares

as reported on the New York Stock Exchange as of June 30, 2025, the last business day of the registrant’s most recently completed

second fiscal quarter, was approximately $1.3 billion. Solely for purposes of this calculation, all executive officers, directors, and

holders of five percent or more of the issued and outstanding ordinary shares of the registrant are deemed “affiliates.”

The number of ordinary shares of the Company outstanding as of January 31, 2026, was 640,698,582.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference to the

registrant’s definitive proxy statement on Schedule 14A for the 2026 Annual General Meeting of Shareholders, to be filed with the

Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.

3

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements	4
PART I
Item 1. Business.	6
Item 1A. Risk Factors.	11
Item 1B. Unresolved Staff Comments.	21
Item 1C. Cybersecurity.	21
Item 2. Properties.	22
Item 3. Legal Proceedings.	22
Item 4. Mine Safety Disclosures.	22
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.	23
Item 6. [Reserved]	24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	34
Item 8. Financial Statements and Supplementary Data.	35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	69
Item 9A. Controls and Procedures.	69
Item 9B. Other Information.	70
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	70
PART III
Item 10. Directors, Executive Officers and Corporate Governance.	70
Item 11. Executive Compensation.	70
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	70
Item 13. Certain Relationships and Related Transactions, and Director Independence.	70
Item 14. Principal Accountant Fees and Services.	70
PART IV
Item 15. Exhibits and Financial Statement Schedules.	71
Item 16. Form 10-K Summary.	73
SIGNATURES	74

4

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This annual report 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. They appear in a number of places throughout this annual report 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. Factors that may impact such forward-looking statements include:

•our dependence on third parties, including public sources, for data, information, and other services, and our

relationships with such third parties;

•increased access to free or relatively inexpensive information sources;

•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this

competition;

•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 loss of, or inability to attract and retain, key personnel;

•the effectiveness of our business continuity plans;

•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, including potentially adverse tax consequences

from the international scope of our operations and our corporate and financing structure;

•our exposure to risk from having operations and employees in Israel;

•the strength of our brand and reputation;

•our level of indebtedness;

•our ability to obtain, protect, defend, or enforce our intellectual property and other proprietary rights;

•our ability to leverage artificial intelligence technologies (“AI”) in our products and services;

•our exposure to risk from the regulation of AI and other evolving technologies;

•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, including those relating to cybersecurity or arising from cyberattacks;

•our ability to comply with applicable data privacy and cybersecurity laws, rules, and regulations;

•our use of “open source” software in our products and services; and

•other factors beyond our control.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning

future developments and their potential effects on 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 this annual report. 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.

5

Table of Contents

Defined Terms and Presentation

We employ a number of defined terms in this annual report for clarity and ease of reference, which we have capitalized so

that you may recognize them as such. As used throughout this annual report, unless otherwise indicated or the context

otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated

subsidiaries.

Unless otherwise indicated, throughout this annual report, dollar and euro amounts are presented in millions, except for per

share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as

routine channels of distribution of company information, including news releases, analyst presentations, and supplemental

financial information, as a means of disclosing material non-public information and for complying with our disclosure

obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities

Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to

following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of

news or announcements as part of our investor relations website. Investors and others can receive notifications of new

information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through

social media channels is incorporated into, or deemed to be a part of, this annual report or in any other report or document we

file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive

textual references only.

Industry and Market Data

The market data and other statistical information used throughout this annual report 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. Statements as to our ranking, market position, and market estimates

(including estimates of the sizes and future growth rates of our markets) are based on independent industry publications,

government publications, third-party forecasts, management’s good faith estimates and assumptions about our markets, and

our internal research. 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 annual report. 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. See Cautionary Note Regarding Forward-Looking Statements and Item 1A. Risk Factors of this annual

report.

Trademarks and Copyrights

We own or have rights to use the trademarks, service marks, and trade names that we use in connection with the operation of

our business. Other trademarks, service marks, and trade names referred to in this annual report are, to our knowledge, the

property of their respective owners. We also own or have the rights to copyrights that protect aspects of our products and

services. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this annual report

are listed without the ®, ™, and © symbols, but we will assert, to the fullest extent under applicable law, our rights or the

rights of the applicable licensors to these trademarks, service marks, trade names, and copyrights.

6

Table of Contents

PART I

Item 1. Business.

Clarivate Plc is a public limited company incorporated on January 7, 2019 under the laws of Jersey, Channel Islands. Our

principal business offices are located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom, and our main telephone

number is +44 207 433 4000. We maintain a registered office at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier,

Jersey JE14TR. We became a public company in May 2019, and our ordinary shares are traded on the New York Stock

Exchange under the symbol “CLVT.”

Overview

We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating

curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs

by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence

solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government, Intellectual Property,

and Life Sciences & Healthcare end markets.

•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data,

structured taxonomies, and analytical models that transform complex information into actionable insights powered

by a unique combination of AI-enabled software and human expertise.

•Workflow solutions. Automated, flexible software complemented by our enriched data sets and expert analysis

tailored to meet specific needs.

•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-

matter expertise and global experience.

Our highly curated, proprietary suite of branded information and insights solutions – developed through our sourcing,

aggregation, verification, translation, classification, and standardization processes – combined with AI and other advanced

technologies, positions us to deliver amplified intelligence in the age of AI. We have developed and continue to develop AI

research assistants and agents to enhance customer adoption and retention, unlock new revenue streams, and extend platform

reach. Our AI research assistants enable customers to find, synthesize, and validate trusted insights more efficiently through

query-specific, source-backed outputs, while our AI agents automate complex workflows, such as literature reviews, by

executing and validating multi-step tasks across our proprietary solutions.

We serve more than 45,000 customers worldwide, including academic institutions and libraries, research organizations,

corporations, law firms, government entities, and companies across the pharmaceutical, biotechnology, and medical device

industries, providing a trusted foundation and quality user experience resulting in our strong and consistent annual customer

renewal rates exceeding 90 percent.

We provide solutions to our customers primarily through subscription arrangements and re-occurring contracts, which

provide us with stable revenues and predictable cash flows. We also provide transactional offerings that are typically quoted

on a product, data set, or project basis.

•Subscription-based revenues. Recurring revenues that we typically earn under annual contracts, pursuant to which

we license the right to use our products to our customers or provide maintenance services over a contract term.

•Re-occurring revenues. Derived from our patent and trademark renewal services. Our services help customers

maintain and protect their patents and trademarks in multiple jurisdictions around the world. Because of the re-

occurring nature of the patent and trademark lifecycle, our customers engage us on a regular basis to ensure their

intellectual property rights remain protected.

•Transactional revenues. Earned for specific deliverables that are typically quoted on a product, data set, or project

basis. Transactional revenues include content sales (including single-document and aggregated collection sales),

consulting engagements, and other professional services such as software implementation services.

7

Table of Contents

The following charts present our revenues for the year ended December 31, 2025, by segment, type, and geography:

We are not dependent on any single customer or group of customers, and no significant portion of our business is subject to

renegotiation of profits or termination of contracts or subcontracts at the election of the government.

In all of our endeavors, we aim to provide a best-in-class experience for our customers and deliver exceptional outcomes for

our colleagues, communities, and shareholders. To drive focus, growth, and innovation, we plan to continue executing our

Value Creation Plan with the following key focus areas in 2026:

•Accelerate AI innovation at scale. Continue the deployment of generative and agentic AI, build on existing

momentum to release new AI-native solutions in existing and adjacent markets, and extend AI-powered capabilities

across our flagship product portfolio.

•Strengthen commercial execution. Accelerate organic annualized contract value (“ACV”) and recurring revenue

growth through focused sales execution, deepen customer engagement to drive sustainable account growth, and

enhance sales productivity through AI-powered insights and enablement.

•Drive efficiency and margin expansion. Utilize agentic AI to drive operational efficiency and margin expansion

and continue organization-wide AI adoption to drive operational excellence and cost efficiencies.

•Streamline business model and market focus. Complete product group wind-downs started in 2025 within the

A&G and LS&H segments, further transitioning from transactional sales to subscriptions. As part of our efforts, in

2024 we divested our ScholarOne and Valipat businesses.

Our Business Segments

We have organized our business into the following three segments: Academia & Government (“A&G”), Intellectual Property

(“IP”), and Life Sciences & Healthcare (“LS&H”), based on the different products and services we offer and the markets we

serve.

Academia & Government

Our A&G segment connects trusted content, responsible technology, and editorial expertise to fuel academic success and

advance national outcomes for thousands of institutions and millions of users around the world:

•99% of the top 400 universities use our solutions to accelerate research and education

•More than 26,000 academic libraries benefit from our content and solutions

•60+ years of service to government institutions

•75% of national and regional research assessments are powered by our data

Building on this foundation, Clarivate Academic AI provides a centralized, secure infrastructure that powers our suite of AI-

enabled research and learning assistants integrated across our portfolio of solutions. By combining large language model

(“LLM”) technology with our trusted collection of curated, scholarly content, the platform provides retrieval-augmented

generation, multilingual support, and emerging purpose-built agentic AI, enabling users to achieve more with greater

efficiency and precision while ensuring academic values remain central.

Within the A&G segment, we offer solutions in the following areas:

•Scientific and academic research. We connect trusted, expertly curated data, solutions, and expertise to support

research institutions across the full research lifecycle. Universities, funders, and organizations rely on our Web of

Science product family to uncover, evaluate, and make evidence-based decisions using our citation network that

underpins the research ecosystem. Building on this foundation, our Academic AI capabilities are designed to

8

Table of Contents

simplify complex research tasks without compromising academic integrity, enabling users to work more efficiently

while remaining grounded in trusted sources. Web of Science Research Intelligence, an AI-native solution,

accelerates insight generation and supports institutions in measuring and demonstrating impact, informing strategy,

and strengthening funding and investment decisions.

•Content solutions. Our ProQuest solutions provide access to multidisciplinary curated content across a variety of

formats including databases, dissertations, news, primary sources, books, and video. This wealth of trusted, curated

content, integrated into scholarly workflows, provides a strong foundation for Academic AI, supporting research

excellence and student success while maintaining academic standards.

•Library software. We help libraries advance their mission to support research and learning excellence and serve as

stewards of institutional knowledge. We provide library software and services that help users of academic,

government, public, and specialty libraries discover, evaluate, and use trusted information effectively in accordance

with academic standards. Academic AI capabilities are embedded across core operations to help libraries improve

productivity and support institutional goals. For academic libraries, Alma provides a proven, flexible, and unified

library services platform to manage resources and unique materials. Vega and Polaris provide similar benefits for

public libraries.

Intellectual Property

Our IP segment provides intellectual property data, software, and expertise to help companies drive innovation, law firms

achieve practice excellence, and organizations worldwide effectively manage and protect critical intellectual property assets.

We empower customers to meet their unique goals with industry-leading data and human expertise trusted by the world’s

most innovative companies:

•More than 40 patent offices use the Derwent World Patent Index for their prior art examination

•Nine out of 10 of the most valuable brands trust us with their trademark needs

•More than 1,600 corporations and law firms use our intellectual property management software

•We employ more than 2,000 IP service professionals, the largest pool of intellectual property experts in the industry

Within the IP segment, we offer solutions in the following areas:

•Patent services. We provide patent maintenance and administrative services that deliver expertise and flexibility at

scale to increase operational efficiency, decrease operational risks, and reduce the pressure on administrative

support.

•Patent intelligence. Our patent intelligence offerings assist customers in creating, protecting, and commercializing

innovation. With the addition of AI-powered search in Derwent Innovation, leveraging our Derwent World

Patents Index, users can apply advanced language models to identify related concepts in patent publications and

navigate new or unfamiliar technology categories with greater speed and precision – transforming patent research

from uncertain guesswork into strategic competitive intelligence.

•Brand IP solutions. Our innovative brand IP solutions cover the entire brand lifecycle, featuring CompuMark

trademark search and watch solutions, a suite of other managed services like IP Recordals, and RiskMark – an AI-

powered tool that sets a new standard for evaluating trademark risk and argument drafting support.

•IP management software. Our IP management software elevates operational performance and simplifies the

process of managing valuable patent and brand asset portfolios. Our IPfolio management platform allows companies

to efficiently and effectively secure, manage, and protect their intellectual property assets through advanced

workflow automation technology, superior data and analytics, and unparalleled industry expertise and support. Our

FoundationIP solution provides similar benefits to law firms seeking to provide renewal and validation of

intellectual property rights on behalf of their customers.

Life Sciences & Healthcare

Our LS&H segment empowers life sciences and healthcare organizations with the contextual intelligence needed to deliver

safe, effective, and commercially successful treatments and solutions to patients faster. Our customers can make smart,

patient-centric decisions and navigate roadblocks with the help of our AI-powered intelligence platforms that are fueled by

extensive and specialized therapeutic area data and contextualized insights. We work with more than 3,000 customers

worldwide across the life sciences and healthcare value chain, including many of the top pharmaceutical, medical device, and

biotech companies.

9

Table of Contents

Within the LS&H segment, we offer solutions in the following areas:

•Research and development. Our Cortellis suite of products equip our customers with the intelligence needed to

make decisions spanning the entire drug development lifecycle, including decisions related to assessing the market,

analyzing competitors, regulatory compliance, and drug safety. Within Cortellis, our AI-powered Regulatory

Intelligence platform is designed to help regulatory professionals navigate complex and evolving global

requirements with greater ease, speed, and confidence.

•Commercial. Our products and services provide our clients with access to comprehensive, diverse data and

advanced analytics, including insights on global disease landscape and patient journeys, to inform access strategies,

support successful product launches, and maximize market uptake.

•Medtech. We provide clients with insights to boost portfolio value and growth, accelerate path to market, maximize

commercial success, and improve patient outcomes.

Our Competition

We believe the principal competitive factors in our business include the depth, breadth, timeliness, and accuracy of database

content and analysis, the ease of use related to content delivery platforms and management software, and value for price. We

believe we compete favorably with respect to each of these factors. Although we face competition in specific markets and

with respect to specific offerings, including related to developing and implementing AI, we do not believe that we have a

direct competitor across all of the markets we serve due to the depth and breadth of our offerings.

Our AI Governance Framework

We have developed general AI principles that serve as a benchmark for responsible AI development and deployment across

Clarivate and guide our business as we incorporate generative AI into product offerings, seeking to enhance value and

innovation. We have incorporated generative AI governance into our contract terms and conditions, helping to ensure

appropriate usage for customers and vendors.

Our Intellectual Property

We own and generate a significant amount of intellectual property, including registered trademarks, trademark applications,

domain names, patents (both granted and pending), copyrights, and expertly curated, interconnected data assets. We also own

certain proprietary software, including AI-powered products and services. In addition, we are licensed to use certain third-

party software and we obtain significant content and data through third-party licensing arrangements with content providers.

We consider our trademarks, service marks, data assets, software, and other intellectual property to be proprietary, and we

rely on a combination of statutory (e.g., copyright, trademark, trade secret, and patent), contractual, and technical safeguards

to protect our intellectual property rights. We believe that the intellectual property we own and license is sufficient to permit

us to carry on our business as presently conducted.

Our agreements with our customers and business partners place certain restrictions on the use of our intellectual property. As

a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that

prohibit the unauthorized use or disclosure of our intellectual property and confidential information.

Our People

At Clarivate, we have prioritized enhancing our colleague experience and creating a work environment that attracts and

retains top talent from around the world. Our overarching goal is to create a strong foundation on which we can build for the

future to ensure we have career pathways and development opportunities for our talented workforce. We continue to promote

a work environment where we can be our authentic selves – respecting and celebrating our differences.

We foster a values-led culture that begins with our vision to fuel the world’s greatest breakthroughs by harnessing the power

of human ingenuity. Our mission is to advance the success of people and organizations through transformative intelligence

and trusted partnership. Our values help us achieve our goals with ambition (“We aim for greatness”), integrity (“We own our

actions”), and respect for the people around us (“We value every voice”). We provide a variety of colleague-oriented

programs and benefits to attract, retain, and develop a productive and engaged workforce.

10

Table of Contents

As of December 31, 2025, we had more than 12,000 employees located in over 40 countries around the world. The following

charts present our employees by segment and by geography:

Colleague Engagement

Treating one another with fairness, dignity, and respect are fundamental to our purpose and mission. We believe that people

coming together from different cultures and backgrounds, with different life experiences, is essential to sparking new ideas

and accelerating our progress. We know that colleagues who feel engaged will be the most proactive and productive. Our

goal is to weave these principles into the fabric of our culture to become a recognized global employer of choice.

Some of our corporate initiatives include promoting colleague resource group activities and participation and supporting our

communities. We host seven unique and active colleague resource groups designed for ongoing promotion of social

responsibility and belonging.

Attraction, Development, and Retention

We have a dedicated talent acquisition team whose priority is to attract the best, most suitable candidates using such channels

as proactive sourcing, connecting through universities, ad campaigns, and referrals. Their goal is to identify a diverse,

qualified candidate pool and to provide a positive candidate experience throughout the interview and hiring process. Current

colleagues also are a key source of talent, and we have a number of opportunities enabling colleagues to thrive and advance

their careers. We approach our internal mobility process with the goal of making it easier for our colleagues to grow their

career internally rather than seeking an opportunity with another employer.

Our learning and development philosophy is about bringing our values, culture, and opportunities to life. It’s about

empowering each colleague to bring their best self to work every day and providing a range of opportunities to help them

develop the knowledge and skills they need to be successful. We encourage colleagues to take advantage of the more than

30,000 self-paced eLearning resources available on our Learning Management System platform as well as the many live and

virtual training sessions we offer regularly throughout the year. We align our training offerings to our competency model,

building a foundation for career development and advancement. We provide targeted leadership programming relevant to

increasing levels of responsibility for the organization.

We conduct a colleague engagement survey twice a year to assess overall satisfaction and gather feedback on what colleagues

feel is working well and where there are opportunities for improvement. We are committed to listening, learning, and acting

on the feedback we receive to make Clarivate an even better place for colleagues to work and succeed. Our latest 2025 survey

reflected continued engagement and stability, consistent with the past two years, with colleagues providing more than 20,000

comments sharing their experiences and perspectives. We believe these steady results reflect our ongoing commitment to

actively address colleague feedback to strengthen our workforce and improve our workplace.

We have invested in a robust health and well-being strategy to encourage healthier and happier colleagues. Our global

Employee Assistance Program provides confidential emotional support, legal guidance, financial resources, and online

support. In addition, our well-being platform offers a personalized experience to help colleagues build healthy habits, such as

reducing stress, eating healthier, tracking sleep, and exercising regularly with personal and team challenge incentives.

We strive to offer equitable pay and competitive salaries and wages, and we offer a comprehensive benefits and rewards

package, including healthcare, insurance benefits, retirement savings plans, and more. We also provide paid volunteer time

off to each of our colleagues in support of the United Nations Sustainable Development Goals.

11

Table of Contents

Available Information

Our internet address is clarivate.com and our investor relations website is ir.clarivate.com. On or through our investor

relations website, we make available, free of charge, printable copies of our annual reports on Form 10-K, quarterly reports

on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or

15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to,

the SEC. On our website, we also make available printable copies of our Code of Conduct, Amended and Restated

Memorandum of Association, Corporate Governance Guidelines, Audit Committee Charter, Nominating and Governance

Committee Charter, Human Resources and Compensation Committee Charter, Finance Committee Charter, and other

corporate policies.

Item 1A. Risk Factors.

The following risks could materially and adversely affect our business, financial condition, results of operations, and cash

flows and, as a result, the trading price of our ordinary shares could decline. These risk factors do not identify all risks that we

face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be

immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a

reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future

periods. Investors should carefully consider all risks, including those disclosed here, before making an investment decision.

Strategy and Market Risks

We are dependent on third parties, including public sources, for data, information, and other services, and our

relationships with such third parties may not be successful or may change, which could adversely affect our results of

operations.

Substantially all our products and services are developed using data, information, or services obtained from third-party

providers and public sources or are made available to our customers or are integrated for our customers’ use through

information and technology solutions provided by third-party service providers. We have commercial relationships with

third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors.

The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may

make us vulnerable to unpredicted price increases and unfavorable licensing terms. Agreements with such third-party

providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different

rights and restrictions which could adversely impact our customers’ use of the content, particularly in certain cases where we

are reliant on a sole source for data feeds that are not diversified. We may also receive notices from third parties claiming

infringement, misappropriation, or other violations by our products and services of third-party patent and other intellectual

property rights and, as the number of products and services in our markets increases and the functionality of these products

and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third

party that our products and services infringe on, misappropriate, or otherwise violate such party’s intellectual property rights.

Moreover, providers that are not currently our competitors may become competitors or may be acquired by or merge with a

competitor in the future, any of which could reduce our access to the information and technology solutions provided by those

companies. Any of the foregoing risks may be exacerbated by the use of AI by us or by our competitors or third-party service

providers. If we do not maintain or obtain the expected benefits from our relationships with third-party providers, or if a

substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less

competitive, our ability to offer products and services to our customers may be negatively affected, and our results of

operations could be adversely impacted.

Increased access to free or relatively inexpensive information sources may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available, and we expect this

trend to continue, especially with the deployment of free, general purpose AI models and other AI tools. Public sources of

free or relatively inexpensive information may reduce demand for our products and services. Competition from such free or

lower cost sources may also require us to reduce the price of some of our products and services or make additional capital

investments, which may impact our financial performance. Demand could also be reduced as a result of cost-cutting, reduced

spending, or reduced activity by customers. Our results of operations could be adversely affected if our customers choose to

use these public sources as a substitute for our products or services.

12

Table of Contents

We operate in a highly competitive industry, and we may be adversely affected by competition and other changes in our

markets.

The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving

customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our

databases, customers’ perception of our products relative to the value that they deliver, user experience, and the quality of our

overall offerings. Many of our principal competitors are established companies that have substantial financial resources,

recognized brands, technological expertise, and market experience, and these competitors sometimes have more established

positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer

companies, some of which have a narrower focus than our company, and with other information services companies and

search providers. New and emerging technologies, including AI, may present opportunities for our existing competitors to

adopt additional or complementary services more effectively than us, and may also allow start-up companies to enter the

market more quickly than they would have been able to in the past. In addition, some of our competitors combine competing

products with complementary products as packaged solutions, which could pre-empt use of our products or solutions.

Alternatively, some of our customers may decide to independently develop certain products and services. If we fail to

compete effectively, our financial condition and results of operations could be adversely affected.

We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly

predictable re-occurring arrangements. If we are unable to maintain a high annual renewal rate for our subscription-

based and re-occurring arrangements, our results of operations could be adversely affected.

For the year ended December 31, 2025, approximately 83% of our revenues were subscription-based and re-occurring

arrangements. Because most of the revenues we report each quarter are the result of subscription and re-occurring agreements

entered into or renewed in previous quarters, a decline in subscription activity in any one quarter may not affect our results

that quarter, but could result in lower revenues in future quarters. Our operating results depend on our ability to achieve and

sustain high renewal rates with acceptable pricing on our existing subscription and re-occurring arrangements. Uncertain

global economic conditions, including inflation and changing trade policies, have had and may continue to have an adverse

impact on our ability to increase our revenue results. Failure to meet one or more of our revenue objectives could have a

material adverse effect on our business, financial condition, and operating results.

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, our

revenues could be adversely affected.

Our business is characterized by rapidly changing technology, evolving industry standards, and changing regulatory

requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet

changing customer needs and preferences. Our ability to keep pace with technology, industry, and regulatory changes is

subject to a number of risks, including those that we may find it difficult or costly to:

•leverage AI in our existing or newly developed products and services;

•make some features of our products work effectively and securely or with new or changed operating systems; and

•update our products and services to keep pace with business, evolving industry standards, regulatory requirements,

our customers’ needs, and other developments in the markets in which our customers operate.

Any failure to achieve successful customer acceptance of new products and services could adversely affect our business and

results of operations. Additionally, significant delays in new product or service releases or significant problems in creating

new products or services could have a material adverse effect on our business, financial condition, and operating results.

Reductions in customers’ research budgets or government funding may adversely affect our business.

The principal customers for certain of our products and services are academic institutions, government agencies, and life

sciences and pharmaceutical companies, which fund purchases of these products and services from limited budgets that are

sensitive to changes in private and governmental sources of funding. The level of government funding of research and

development may be increased or reduced annually, and we have seen a reduction in government funding in 2025. The

availability of government research funding has been, and may continue to be, adversely affected by policy changes,

economic conditions, and government spending reductions, including the downsizing or reduced funding of certain

government agencies. Recession, economic uncertainty, changing trade policies, or austerity have also contributed, and may

continue to contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of academic

institutions, government agencies, or life sciences and pharmaceutical companies, or changes in the spending patterns of

private or government sources that fund academic institutions, could adversely affect our business and results of operations.

Further, an extended federal government shutdown resulting from a failure to pass budget appropriations, adopt continuing

funding resolutions, or raise the debt ceiling, together with any other budgetary decisions limiting or delaying government

13

Table of Contents

spending, could negatively impact U.S. or global economic conditions and could have a material adverse effect on our

business, financial condition, and operating results.

Business and Operational Risks

Our Value Creation Plan may not be successful and may not lead to increased shareholder value.

In 2025, we adopted a Value Creation Plan that is intended to increase subscription and re-occurring revenue mix, increase

organic growth, optimize return on investment, and improve financial performance. As part of this plan, we are focusing our

efforts on accelerating AI innovation at scale, strengthening commercial execution, driving efficiency and margin expansion,

and evaluating our products and services to identify opportunities to streamline our business model and market focus and

optimize capital allocation. Our Value Creation Plan is subject to market conditions, customer adoption, successful

operational implementation, and other uncertainties. Our efforts to continue implementing this plan may not be successful on

our anticipated timeline or at all, or they may not significantly improve or enhance our business, financial condition, or

results of operations. Further, completing the plan could be time consuming and costly, divert management’s attention, result

in the loss of potential business opportunities, and negatively impact our ability to attract, retain, and motivate key

employees.

The loss of, or the inability to attract and retain, key personnel could impair our ability to execute our business strategy

and achieve future success.

Our ability to execute our business strategy and achieve future success depends on the continued service and efforts of our

employees, including our experts in research and analysis, as well as colleagues in sales, marketing, product development,

critical operational roles, and management, including our executive officers. We rely on our key personnel to execute our

existing business operations and identify and pursue new growth opportunities. Changes in senior management or other key

personnel could be disruptive to our management and operations and impede our ability to fully implement our business plan

and growth strategy. Our failure to develop an adequate succession plan for one or more of our executive officers or other key

personnel could deplete our institutional knowledge base and erode our competitive advantage during a transition. We must

also maintain our ability to attract, motivate, and retain highly qualified employees in our respective segments in order to

support our customers and achieve business results. The loss of the services of key personnel, leadership transition, or an

inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a

material adverse effect on our business, financial condition, and operating results.

Our business continuity and recovery plans may not be effective against events that may adversely impact our business.

We have established operational policies and procedures that manage the risks associated with business continuity and

recovery from potential disruptions to our business. These policies and procedures are designed to increase the likelihood that

we are prepared to continue operations during times of unexpected disruption, and we have taken steps to minimize risks that

could lead to disruptions in our operations and to avoid harm to our customers in the event of a significant disruption to our

operations. Our goal is to ensure organizational resilience across product sets; however, there is no guarantee that our plans

and procedures will be effective in minimizing disruption from unexpected events that could result from a variety of causes,

including human error, military actions, terrorist or cyberterrorist activities, weather conditions (including climate change),

natural disasters (such as hurricanes and floods), and infrastructure or network failures (including failures at third-party data

centers or by third-party cloud-computing providers). Any of these or other unforeseen disruptions that we are not able to

effectively manage could have a material adverse effect on our business, financial condition, and operating results.

We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint

ventures, investments, or dispositions, including anticipated revenue and cost synergies, and costs associated with

achieving synergies or integrating such acquisitions may exceed our expectations.

We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic

development, including by delivering integrated workflow platforms, acquiring new customers, and implementing

operational efficiency initiatives, and through acquisitions, joint ventures, investments, and dispositions. We may not be able

to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies, or growth opportunities,

and we may not be able to integrate the assets acquired or achieve our expected cost synergies without increases in costs or

other difficulties. Furthermore, we may ultimately divest unsuccessful acquisitions, investments, or businesses. If we fail to

successfully complete an intended disposition, our operations and financial results may be negatively affected. Any

acquisitions, investments, and dispositions may be affected by the risks commonly encountered in such transactions,

including assuming potential liabilities of an acquired company, managing the potential disruption to our ongoing business,

incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets, and failure to

implement or maintain proper controls, procedures, and policies associated with acquisition, investment, or disposition. If we

are unable to successfully execute on our growth strategies through organic and inorganic means, our business, financial

condition, and results of operations could be adversely affected.

14

Table of Contents

The international scope of our operations may expose us to increased risk, and our international operations and corporate

and financing structure may expose us to potentially adverse tax consequences.

We have significant international operations and, accordingly, our business is subject to risks resulting from differing legal

and regulatory requirements, political, social, and economic conditions and unforeseeable developments in a variety of

jurisdictions. Our international operations are subject to the following risks, among others:

•changes in regulatory requirements or other U.S. executive branch actions, such as executive orders;

•changes in the global trade environment, including potential deterioration in geopolitical or trade relations between

countries;

•political instability;

•international hostilities (including the ongoing war between Russia and Ukraine and related sanctions, the ongoing

conflicts in the Middle East, tensions between Serbia and Kosovo, geopolitical tensions in Latin America, and

related negative economic impacts), military actions, terrorist or cyberterrorist activities, weather conditions

(including climate change), natural disasters, pandemics, and infrastructure disruptions;

•China’s domestic policy, increasing cybersecurity requirements, and increased preference for nationalized content;

•differing economic cycles and adverse economic conditions;

•unexpected changes in regulatory environments and government interference in the economy and the possibility that

the U.S. could default on its debt obligations;

•inflationary and interest rate pressures;

•differing labor regulations in locations where we have a significant number of employees;

•foreign exchange controls and restrictions on repatriation of funds;

•fluctuations in currency exchange rates;

•insufficient protection against product piracy and differing protections for intellectual property and other proprietary

rights;

•varying regulatory and legislative frameworks regarding the use and implementation of AI;

•varying attitudes towards censorship, privacy, and the treatment of information service providers by foreign

governments, particularly in emerging markets;

•various trade restrictions (including tariffs, trade and economic sanctions, and export controls prohibiting or

restricting transactions involving certain persons and certain designated countries or territories) and anti-corruption

laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010);

•possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United

States, or asserting securities law claims outside the United States; and

•protecting shareholder interests due to differing shareholder rights under Jersey law, where we are incorporated.

Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and

there can be no assurance that we will be able to do so without incurring unexpected or significant costs. If we are unable to

manage the risks related to our international operations, our business, financial condition, and results of operations may be

materially affected.

In addition, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it

difficult to determine what our obligations are, and relevant tax authorities may interpret rules differently over time or

differently from each other. These tax regimes may relate to corporate income taxes, withholding taxes on remittances,

payments by our partnerships or subsidiaries, withholding taxes on share-based compensation, and adverse tax consequences

of a U.S. person exceeding a particular ownership threshold in our ordinary shares, among other issues. If any tax authority

were to dispute a position we have taken or may take in the future and successfully proceed against us, it could adversely

affect our cash flows and financial position, and the amounts we could be required to pay may be significant.

We face risks associated with having operations and employees located in Israel.

We have an office with approximately 500 employees located in Israel, including members of our executive team. As a result,

political and military conditions in Israel and the surrounding region could directly affect our operations. The future of peace

efforts between Israel and its neighbors in the Middle East remains uncertain. The effects of recent regional hostilities and

political unrest on the Israeli economy and our operations in Israel continue to be unclear, and we cannot predict the effect on

our business of increases in these or other hostilities or future armed conflict, political instability, or violence in the region. In

addition, many of our employees in Israel are obligated to perform annual reserve duty in the Israeli military and are subject

to being called for active duty under emergency circumstances. Several countries have suspended relations with Israel and

15

Table of Contents

additional countries may impose restrictions on doing business with Israel and companies with operations or employees in

Israel, whether as a result of ongoing instability or hostilities in the region or otherwise. In addition, there have been

increased efforts by activists to cause companies, research institutions, and consumers to boycott Israeli goods and services

and cooperation with Israeli-related entities based on Israel’s military operations (including in Gaza) and Israeli government

policies. Such actions, particularly if they become more widespread, may adversely impact our ability to engage our

customers, cooperate with research institutions, or collaborate with third parties. We cannot predict the full impact of these

conditions on our operations in the future, particularly if emergency circumstances or an escalation in the political situation

occurs. Current or future tensions and conflicts in the Middle East could adversely affect our business, financial condition,

and results of operations.

Our brand and reputation are key assets and competitive advantages for us, and our business may be affected by how we

are perceived in the marketplace.

Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Failure to protect

the reputation of our brands may adversely impact our credibility as a trusted source of information, insights, and expertise

and may have a negative impact on our business. In addition, in some jurisdictions, we engage sales agents in connection

with the sale of certain of our products and services. Poor representation of our products and services by agents, or entities

acting without our permission, could have an adverse effect on our brands, reputation, and business.

Our indebtedness could adversely affect our business, financial condition, and results of operations.

Our indebtedness could have significant consequences on our future operations, including:

•making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may

result in defaults;

•events of default if we fail to comply with the financial and other covenants contained in the agreements governing

our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to

negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;

•sensitivity to interest rate increases on our variable rate outstanding indebtedness, which could result in increased

interest under our credit facilities and could cause our debt service obligations to increase significantly;

•reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other

general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•limiting our flexibility in planning for or adequately reacting to changes in our business, the industries in which we

operate, and the overall economy;

•placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less

leveraged;

•increasing our vulnerability to adverse economic and industry conditions; and

•if we receive a downgrade of our credit ratings, our cost of borrowing could increase, negatively affecting our ability

to access the capital markets on advantageous terms, or at all.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate

significant cash flow in the future, which in turn is partially subject to general economic, financial, competitive, legislative,

and regulatory factors, as well as other factors that are beyond our control. We may not be able to continue generating cash

flow from operations, and future borrowings may not be available to us under our existing or any future credit facilities or

otherwise, in an amount sufficient to enable us to meet our debt obligations and to fund other liquidity needs. We may incur

substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. Such

additional indebtedness may be subject to higher borrowing costs. If we incur additional debt or other liabilities, the related

risks that we face could intensify.

We have incurred goodwill impairment charges and may incur future impairment charges for our goodwill and other

intangible assets, which would negatively impact our operating results.

We have previously recorded goodwill impairment charges that arose primarily due to worsening macroeconomic and market

conditions, as well as sustained declines in our share price. We have also previously recorded intangible asset impairment

charges. Adverse or worsening macroeconomic or market conditions, further sustained declines in our share price and market

capitalization, or other indicators of potential impairment may trigger the need for updated impairment assessments, which

could result in future impairment charges. In the event we impair our goodwill, other intangible assets, or long-lived assets,

such a charge could have a material adverse effect on our operating results.

16

Table of Contents

Intellectual Property, Data Privacy, and Cybersecurity Risks

Failure to obtain, maintain, protect, defend, or enforce our intellectual property and other proprietary rights could

adversely affect our business, financial condition, and results of operations.

We rely and expect to continue to rely on a combination of physical, operational, and managerial protections of our

confidential information and intellectual property and other proprietary rights, including trademark, copyright, patent, and

trade secret protection laws, as well as confidentiality, assignment, and license agreements with our employees, contractors,

consultants, vendors, service providers, customers, and other third parties with whom we have relationships.

The steps we take to protect our intellectual property and other proprietary rights require significant resources and may be

inadequate. Effective trade secret, copyright, trademark, patent, and domain name protection is expensive to develop and

maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending and

enforcing our rights. We may choose not to obtain, maintain, protect, defend, or enforce certain rights that later turn out to be

important to our business. We cannot guarantee that our efforts to obtain, maintain, protect, defend, or enforce our intellectual

property rights are adequate or that we have secured, or will be able to secure, appropriate permissions or protections for the

intellectual property rights we use or rely on.

Our registered or unregistered trademarks, tradenames, or other intellectual property rights may be challenged, infringed,

circumvented, misappropriated, or otherwise violated; declared invalid or unenforceable; determined to be infringing on other

third-party rights, or narrowed in scope. We may be unable to prevent the challenge, infringement, circumvention,

misappropriation, or other violation of our intellectual property and other proprietary rights or deter independent development

of similar products and services by others, which may diminish the value of our brand and other intangible assets and allow

competitors to more effectively mimic our products and services.

While it is our policy to require our employees, contractors, and other parties with whom we conduct business who may be

involved in the development of our intellectual property to execute agreements assigning such intellectual property to us, we

may be unsuccessful in executing such an agreement with each party that conceives or develops intellectual property that we

regard as ours. Additionally, any such assignment of intellectual property rights may not be self-executing or the assignment

agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may

bring against us, to determine the ownership of what we regard as our intellectual property. Further, we cannot guarantee that

we have entered into such agreements with each party that has or may have had access to our trade secrets, confidential

information, software (including our AI tools), or other proprietary technology and, even if entered into, these agreements

may fail to effectively prevent disclosure of our proprietary or confidential rights, information, or technologies, may be

limited as to their term, or may not provide an adequate remedy in the event of unauthorized disclosure, misappropriation,

use, or other violation of our trade secrets, confidential information, and other proprietary rights or technologies.

We strive to protect our intellectual property rights by relying on foreign, federal, state, and common law rights, as well as

contractual restrictions. We typically pursue the registration of our domain names, patents, copyrights, and trademarks in the

United States and in certain jurisdictions abroad. However, effective intellectual property protection may not be available or

may not be sought in every country in which our products or services are made available, in every class of goods and services

in which we operate, and contractual disputes may affect the use of intellectual property rights governed by private contract.

We may not be able to obtain, maintain, protect, defend, or enforce our intellectual property rights in every jurisdiction in

which we operate. The legal systems of certain countries do not favor the enforcement of patents, trademarks, copyrights,

trade secrets, and other intellectual property protection, which could make it difficult for us to stop the infringement,

misappropriation, or other violation of our intellectual property or marketing of competing products in violation of our

intellectual property rights generally.

In addition, third parties that provide AI products and services, including some which are publicly available, may have

trained their LLMs or other AI tools or technology on our content without our consent and it may be difficult to enforce our

copyrights, other intellectual property rights, and technical controls in connection with such unauthorized use, which could

reduce demand for our products and services. Any of the foregoing could adversely affect our business, financial condition,

and results of operations.

Uncertainty in the development, deployment, and use of AI in our products and services may result in operational or

reputational damage, competitive harm, liability, and additional costs, any of which could adversely affect our business,

financial condition, and results of operations.

We use and expect to expand our use of AI in our products, services, business, and operations. Developing, testing,

deploying, and maintaining AI systems will require additional investment and may increase our costs. If we fail to keep pace

with rapidly evolving AI technological developments, our competitive position and business results may be negatively

impacted, and there can be no assurance that our use of AI will result in our business or operations being more efficient or

profitable or otherwise result in our intended outcomes. The development, adoption, and use of AI technologies are still in

17

Table of Contents

their formative stages and, as with many innovations, present risks, challenges, and unintended consequences that could

affect their adoption. Ineffective or inadequate AI development or deployment practices by us or third-party developers or

vendors, or actual or perceived deficiencies, inaccuracies, biases, or other flaws in our products or services, could damage our

reputation, competitive position, and business, expose us to legal liability or regulatory risk, and cause us to incur additional

costs to address any reputational, governance, ethical, data privacy, confidentiality, security, compliance, technical,

operational, legal, or competitive issues. For example:

•AI tools that we use may be flawed or may be based on algorithms, datasets, or prompts that are biased or

insufficient;

•We or our customers may rely on the output of AI tools, whether the tools are ours or those of a third-party service

provider, which may contain errors or material that is unclear, unattributed, misattributed, insufficient, biased, or

false;

•Emerging AI applications may require additional investment in the development of proprietary datasets, algorithms,

and machine learning models and new approaches and processes;

•We may not have sufficient rights to use data or other material or content produced by AI, or the models, algorithms,

data, or other material or content on which our AI tools rely, in our business;

•We may inadvertently expose third-party data or other material or content to AI without appropriate permission or

attribution;

•Our employees, contractors, vendors, or service providers may use third-party software incorporating AI in

connection with our business or the services they provide to us and inadvertently disclose or incorporate our

information into publicly available or other third-party training sets, which may impact our ability to realize the

benefit of, or adequately protect, our intellectual property and other proprietary rights;

•Any output we create using AI may not be subject to copyright protection, which may adversely affect our

intellectual property rights in or our ability to commercialize such content;

•Third parties may be able to use AI to create technology that could reduce demand for our products;

•The use of AI may result in cybersecurity incidents that implicate the personal or other confidential data of users of

our AI tools or technologies;

•Third-party vendors may fail to comply with shifting regulations or contractual obligations;

•The failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined,

which could slow adoption of AI in our products and services; and

•Our customers may not accept or be able to pay a premium for advanced AI capabilities in certain markets where we

operate.

We face risks related to the regulation of AI and other evolving technologies.

The technologies underlying AI and its uses are already subject to a variety of laws and regulations, including intellectual

property, data privacy, cybersecurity, consumer protection, competition, and equal opportunity laws and regulations, and are

expected to be subject to increased regulation and new laws and regulations or new interpretations of existing laws and

regulations. The regulatory framework related to AI use and ethics is changing rapidly, and new laws and regulations, or the

interpretation of existing laws and regulations, in jurisdictions where we operate may affect our ability to leverage AI,

increase the burden and cost of research and development and operations, and expose us to legal and regulatory risks,

government enforcement, or civil suits that impact our ability to develop, earn revenue from, or utilize any products or

services incorporating AI. These technologies are themselves highly complex and rapidly developing, and it is not possible to

predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Laws and regulations vary

between jurisdictions and are subject to change and evolving interpretations. As we expand our products and services through

the deployment of AI technologies, we have faced, and may continue to face, shifting regulations. For example, the EU

Artificial Intelligence Act (“EU AI Act”) entered into force in August 2024 and governs AI systems that impact individuals

in the EU. New provisions of the EU AI Act took effect in August 2025 that may impact disclosure and risk management

practices by us and third-party providers with whom we have commercial relationships. Complying with, or adopting best

practices relating to, the EU AI Act and similar emerging laws may impose significant costs on our business and may

necessitate changes to certain business practices to ensure compliance. We may not be able to adequately anticipate or

respond to these evolving technologies, laws, and regulations, and we may need to expend additional resources to adjust our

products, services, and operations, which could adversely affect our business, financial condition, and results of operations.

18

Table of Contents

Any disruption in or unauthorized access to or breaches of our computer systems or those of third parties that we utilize in

our operations, including those relating to cybersecurity or arising from cyberattacks, could adversely impact our

business.

Our reputation and ability to attract, retain, and serve our customers is dependent upon the reliable performance and security

of our computer systems and those of third parties that we utilize in our operations to collect, store, use, transmit, and

otherwise process public records, intellectual property, and other information, including confidential, sensitive, and personal

information. Most of our products and services are delivered electronically, and our customers rely on our ability to process

and deliver substantial quantities of information and other services on computer-based networks. Some elements of these

systems are provided by third-party providers, including critical data inputs or software received from third-party suppliers

and data systems stored on cloud-based computing infrastructure. We expend significant resources designed to develop and

secure our computer systems, intellectual property, and information, including confidential, sensitive, and personal

information, but they may be subject to damage or interruption from weather conditions (including climate change), natural

disasters, infrastructure or network failures (including failures at third-party data centers, by third-party cloud-computing

providers, or of aging technology assets), terrorist attacks, armed conflicts, power loss, internet and telecommunications

failures, the loss or failure of systems over which we have no control, and cybersecurity risks such as cyberattacks,

ransomware attacks, social engineering (including phishing attacks), computer viruses, denial of service attacks, physical or

electronic break-ins, and similar disruptions from foreign governments, state-sponsored entities, hackers, organized

cybercriminals, cyber terrorists, and individual threat actors (including malicious insiders), any of which may see their

effectiveness further enhanced by the use of AI. We may also face additional strain on our systems and networks due to aging

or end-of-life technology that we have not yet updated or replaced. Although we monitor, modify, update, and replace our

information technology systems and infrastructure, and invest in new capabilities to support the business, we cannot

guarantee that our own systems, or those operated by third parties, will always meet our current or future needs or fully

protect our operations. Additionally, upgrades or replacements can be costly and may involve factors outside our control. Any

inability to modify, upgrade, or replace these systems, or any disruption, failure, or data corruption during such efforts, could

result in service interruptions and negatively affect our business, financial condition, and results of operations.

In addition to the risks noted above, many of our employees work remotely, which magnifies the importance of the integrity

of our remote access security measures and may expose us to additional cybersecurity risks. We have implemented systems

and processes designed to thwart such threat actors and otherwise protect our computer systems and information, including

confidential, sensitive, and personal information; however, the systems and processes we have adopted may not be effective,

and, similar to many other global multinational companies, we have experienced and may continue to experience cyber-

threats, cyberattacks and other attempts to breach the security of our systems or gain unauthorized access to our information,

including confidential, sensitive, and personal information. Any fraudulent, malicious, or accidental breach of our computer

systems or cybersecurity protections (including due to malicious insiders or inadvertent employee errors) could result in

unintentional disclosure of, or unauthorized access to, customer, vendor, employee, or our own information, including

confidential, sensitive, and personal information, which could result in additional costs to enhance security or to respond to

such incidents, lost sales, violations of data privacy, cybersecurity, or other laws or regulations, notifications to individuals,

penalties, or litigation. Any failure of our computer systems, disruption to our operations, or unauthorized access to any of

our computer systems or information, including confidential, sensitive, and personal information, or those of third parties

upon whom we rely or with whom we partner could result in, among other things, significant expense to repair, replace, or

remediate such systems, equipment, or facilities, a loss of customers, legal or regulatory claims, and proceedings or fines, all

of which could adversely affect our business, financial condition, and results of operations.

Additionally, while we generally perform cybersecurity due diligence on our key vendors, service providers, contractors, and

consultants, if any of these third parties fail to adopt or adhere to adequate cybersecurity practices, or in the event of a breach,

incident, disruption, or other compromise of their technology infrastructure, our or our customers’ information, including

confidential, sensitive, and personal information, may be improperly lost, destroyed, modified, accessed, used, disclosed, or

otherwise processed, which could subject us to claims, demands, proceedings, and liabilities. We do not have control over the

operations of the facilities of third-party cloud computing service or other key vendors, service providers, contactors, and

consultants that we use. This fact, coupled with the fact that we cannot easily switch our computing operations and other

computer systems to other service providers, means that any disruption of or interference with our use of our current third-

party cloud computing service, or the services provided by our other vendors, service providers, contractors, and consultants,

could disrupt our operations, and our business could be adversely impacted. Although we may have contractual protections

with our third-party providers, any actual or perceived security breach, incident, or disruption could harm our reputation and

brand, expose us to potential liability, or require us to expend significant resources on cybersecurity in responding to any

such actual or perceived compromise, breach, incident, or disruption and negatively impact our business. Any contractual

protections we may have from our third-party providers may not be sufficient to adequately protect us from any such

liabilities and losses, and we may be unable to enforce any such contractual protections. Further, any insurance coverage

19

Table of Contents

relating to cybersecurity risks may not be sufficient to provide adequate loss coverage (including if the insurer denies future

claims) and may not continue to be available to us on economically reasonable terms, or at all.

Our collection, storage, and use of confidential, sensitive, or personal information or data are subject to applicable data

privacy and cybersecurity laws, and any failure to comply with such laws may harm our reputation and business or expose

us to fines and other enforcement action.

In the ordinary course of business, we collect, aggregate, store, use, analyze, transmit, license, and otherwise process certain

types of information, including confidential, sensitive, and personal information, including data sourced from third parties,

that are subject to different laws and regulations. In particular, data privacy and cybersecurity laws and regulations often vary

significantly by jurisdiction.

For example, in the U.S., there are numerous federal, state, and local data privacy, and cybersecurity laws, rules, and

regulations governing the collection, storage, use, transmission, and other processing of personal information and Congress

has considered, and continues to consider, various proposals for additional comprehensive national data privacy and

cybersecurity legislation. At the state level, we are subject to laws, rules, and regulations, such as the California Consumer

Privacy Act (as amended by the California Privacy Rights Act (collectively, “CCPA”)), which imposes disclosure

requirements, access rights, opt out rights, and the right to request deletion of personal information, among other rights. A

number of other states have enacted, or are in the process of enacting or considering, similar comprehensive state-level data

privacy and cybersecurity laws, rules, and regulations, creating a patchwork of overlapping but different state laws. In

addition, all 50 states have laws that require the provision of notification for security breaches of personal information to

affected individuals, state officers, or others.

The use of data, including data sourced from third parties, in some of our products could subject us to classification or

treatment as a data broker under existing or emerging laws and regulations in the U.S. at the federal, state, and local level and

internationally. We may be required to comply with any applicable data-broker specific requirements that may evolve over

time, which could require us to modify data sourcing, processing, licensing, or retention practices, limit certain products or

data sets, or incur significant compliance and operational costs. Failure to meet applicable data broker obligations or

customer expectations could expose us to regulatory enforcement actions, fines, litigation, contractual disputes, and

reputational harm, any of which may adversely affect our business, financial condition, and results of operations.

Outside of the U.S., an increasing number of laws, rules, regulations, and industry standards apply to data privacy and

cybersecurity, such as the European Union’s General Data Protection Regulation (“GDPR”) and the UK’s Data Protection

Act 2018 as supplemented by the GDPR as implemented into UK law (collectively, “UK GDPR”), both of which impose

stringent data privacy and cybersecurity requirements, particularly related to the processing of personal data. The GDPR and

UK GDPR also provide individual rights with respect to personal data, including rights of access, erasure, portability,

rectification, restriction, and objection. Failure to comply with the GDPR and the UK GDPR can result in significant fines

and other liability. Although we have implemented policies and procedures that are designed to ensure compliance with

applicable data privacy and cybersecurity laws, rules, and regulations, the efficacy and longevity of these policies and

procedures remains uncertain. Additionally, we may be bound by contractual requirements applicable to our collection,

storage, use, transmission, and other processing of information, including confidential, sensitive, and personal information,

and may be bound or asserted to be bound by, or voluntarily comply with, self-regulatory or other industry standards relating

to these matters. Further, we could face scrutiny and adverse legal and regulatory action for any failure or perceived failure to

comply with our public privacy policies and other public statements about our data privacy and cybersecurity program. If our

data privacy and cybersecurity measures fail to comply with any of the foregoing requirements, we will likely be required to

modify our data collection or processing practices and policies in an effort to comply with such requirements, and we could

be subject to increased costs, fines, litigation, regulatory investigations, and enforcement notices, which may have an adverse

impact on our business, financial condition, and results of operations.

Intellectual property litigation, including litigation related to content provided using our products and services, could

result in reputational damage and significant costs, and could adversely affect our business, financial condition, and

results of operations.

Companies in the technology industry are frequently subject to litigation based on allegations of infringement,

misappropriation, or other violations of intellectual property rights. In addition, despite our efforts to ensure that our

employees, contractors, consultants, vendors, and service providers do not use the intellectual property and other proprietary

information or know-how of third-parties in their work for us, we may be subject to claims that we or our employees,

contractors, consultants, vendors, or service providers have inadvertently or otherwise used or disclosed intellectual property,

including copyrighted materials, trade secrets, know-how, software, or other proprietary information of former employers or

other third parties. Litigation may be necessary to defend against these claims and if we fail in defending any such claims, in

addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. In addition, we may not

20

Table of Contents

qualify for the safe harbors established by laws in the United States and other countries protecting online service providers

from claims related to content posted by users, or those laws could change in a manner making it difficult or impossible to

qualify for such protection, increasing our exposure. While our terms and policies require users to respect the intellectual

property rights of others, we have limited ability to influence the behavior of third parties, and there can be no assurance that

these terms and policies will be sufficient to dissuade or prevent infringing, misappropriating, or other violating activity by

third parties using our products or services. Additionally, litigation may become necessary to enforce our intellectual property

rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Litigation

regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be

successful in defending ourselves in such matters.

Any claims successfully brought against us could subject us to significant liability for damages and we may be required to

stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be

required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay

significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required

to develop alternative non-infringing technology, which could require significant time and expense. If we cannot license or

develop technology for any allegedly infringing, misappropriating, or other violating aspect of our business, we may be

forced to limit our service and may be unable to compete effectively. In addition, some of our agreements with third-party

partners require us to indemnify them for certain intellectual property claims against them, which could require us to incur

considerable costs in defending such claims and may require us to pay significant damages in the event of an adverse ruling.

Such third-party partners may also discontinue their relationships with us as a result of injunctions or otherwise, which could

result in loss of revenue and adversely impact our business operations. Our use of AI may heighten the foregoing risks, any of

which could adversely affect our business, financial condition, and results of operations.

Our use of “open source” software could negatively affect our ability to offer our solutions and subject us to possible

litigation.

Our products and services include “open source” software, and we may incorporate additional open source software in the

future. Open source software is generally freely accessible, usable, and modifiable. Certain open source licenses may, in

certain circumstances, require us to: (i) offer our products or services that incorporate the open source software for no cost;

(ii) make available source code for modifications or derivative works we create based upon, incorporating, or using the open

source software and (iii) license such modifications or derivative works under the terms of the particular open source license

or otherwise unfavorable terms. The terms of many open source licenses to which we are subject have not been interpreted by

U.S. or foreign courts, and there is a risk that open source licenses could be construed in a manner that imposes unanticipated

conditions or restrictions on our ability to provide or distribute our products or services. While we try to insulate our

proprietary software, including our AI tools, from the effects of such open source license provisions, we cannot guarantee

that we will be successful, that all open source software is reviewed prior to use in our products, that our developers have not

incorporated open source software into our products in potentially disruptive ways, or that they will not do so in the future. If

an author or other third party that distributes open source software we use were to allege that we had not complied with the

conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such

allegations. If such third parties are successful, we could be subject to liability, be required to make our proprietary software

source code available under an open source license, purchase a license (which, if available, could be costly), or cease offering

the implicated products or services unless and until we can re-engineer them to avoid infringement, misappropriation, or

other violation. This re-engineering process could require significant additional research and development resources and we

may not be able to complete it successfully on a timely basis, or at all. We could also be subject to suits by parties claiming

ownership of what we believe to be open source software. Any litigation could be costly for us to defend and could adversely

affect our business, financial condition, and results of operations.

In addition to risks related to open source license requirements, use of certain open source software may pose greater risks

than use of third-party commercial software, since open source licensors generally do not provide warranties or controls on

the origin of software or other contractual protections regarding infringement claims or the quality of the code, including with

respect to security vulnerabilities. Moreover, some open source projects have known security and other vulnerabilities and

architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an

“as-is” basis. There is typically no support available for open source software, and we cannot ensure that the authors of such

open source software will implement or push updates to address security risks or will not abandon further development and

maintenance. Further, our use of any AI tools that use or incorporate any open source software may heighten any of the

foregoing risks. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our

business, financial condition, and results of operations.

21

Table of Contents

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

At Clarivate, cybersecurity risk management is an integral part of our Enterprise Risk Management program. Because we are

a global information services provider, our business is highly dependent on the protection of our proprietary software and

content, as well as the timeliness, accuracy, and availability of our digitally-based offerings. Consequently, we are highly

sensitive to risks from cybersecurity threats to our information systems, particularly those threats that would affect our ability

to continue to provide real-time access to our database content and analysis. To mitigate these threats, we utilize the

following processes and governance structure.

Our Information Security Risk Management program is designed to align with ISO 27001 and related information security

frameworks to ensure consistent, measurable controls across Clarivate’s enterprise. It provides a framework to identify,

assess, and control cybersecurity threats and incidents. We conduct an annual information security risk assessment and

targeted cybersecurity reviews throughout the year to evaluate emerging threats and control effectiveness. The results of these

assessments and reviews are reported to executive management and the Board of Directors (the “Board”).

Our cybersecurity efforts also include mandatory information security awareness training for all employees, clearly defined

expectations for acceptable use policies, and certification of adherence to our Code of Conduct. The IT Governance, Risk,

and Compliance team conducts periodic audits to evaluate policy and regulatory compliance, recording findings for

subsequent review and remediation initiatives. We also leverage internal and external security subject matter experts and

consultants to conduct comprehensive risk assessments, including architecture reviews, vulnerability scans, penetration tests,

application security evaluations, and technical compliance reviews.

We maintain a security threat intelligence system that collects and analyzes data from internal vulnerability management

tools, vendors, and third-party security organizations. Our patch management standard is designed to ensure that appropriate

patching practices are consistently applied to our technology infrastructure, and a security operations center enhances our

real-time awareness, event correlation, and incident response capabilities.

As part of our risk management program, we also assess cybersecurity risks associated with third-party service providers. We

have processes in place designed to oversee and identify material risks from cybersecurity threats associated with our

engagement of such providers, including the use of cybersecurity risk criteria when determining the selection and oversight of

those service providers.

Cybersecurity Governance

The Board, acting directly and through its committees, is responsible for the oversight of our risk management programs. The

Board’s Audit Committee has the delegated responsibility for the oversight of key enterprise risks, including risks from

cybersecurity threats. The Audit Committee also provides oversight of our policies and processes for monitoring and

mitigating such risks. Among other duties, the Audit Committee receives and reviews periodic reports from management

pertaining to cybersecurity programs and data privacy controls, as well as other information security reports that the

committee deems appropriate. The Audit Committee meets at least quarterly, and the chair of the committee gives regular

reports to the full Board on its activities.

Management is responsible for day-to-day risk management activities, including those relating to information systems and

cybersecurity. We employ an internal chief information security officer (“CISO”) who has more than 25 years of technology

industry leadership, cybersecurity expertise, and engineering and operations experience. Our CISO and his team of certified

security subject matter experts (collectively, “Information Security”) have deep experience and expertise in cybersecurity and

lead our organizational efforts to assess and manage material risks associated with our information systems and cybersecurity

threats. Our dedicated Information Security Steering Committee regularly reviews our most significant information security

risks, strategic projects, and key performance indicators. On a quarterly basis, Information Security also meets with business

segment leadership to discuss the most significant risks, including identifying potentially material risks and developing,

implementing, and applying reasonable risk mitigation processes.

22

Table of Contents

Our risk management programs are developed, implemented, managed, and reviewed under the direction of Information

Security and business segment leaders, with subsequent actions determined based on the results of these preventive and

detective controls. Our incident response plan defines our procedures when potential security incidents are identified,

including the associated escalation path. Depending on the assessed severity of the incident, the Audit Committee or the full

Board may be notified immediately or at its next regularly scheduled meeting.

Item 2. Properties.

Our corporate headquarters is located in the leased premises located at 70 St. Mary Axe, London EC3A 8BE, United

Kingdom. We lease office facilities at 41 locations around the world, of which 7 are in the United States. We believe that our

facilities, generally used across each of our segments, are well maintained and are suitable and adequate for our current

needs.

Item 3. Legal Proceedings.

From time to time, we are a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of

our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to

resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash

flows. For additional discussion of legal proceedings, see Note 16 - Commitments and Contingencies included in Part II, Item

8 of this annual report.

Item 4. Mine Safety Disclosures.

Not applicable.

23

Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder

Matters, and Issuer Purchases of Equity Securities.

Market Information

Our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.”

Holders

As of December 31, 2025, there were 83 holders of record of our ordinary shares. A substantially greater number of holders

of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other

financial institutions.

Dividends

We did not pay any dividends to ordinary shareholders during the year ended December 31, 2025. We presently intend to

retain our earnings for use in business operations and, accordingly, we do not anticipate that the Board will declare dividends

related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indentures governing

our secured notes include restrictions that may impact our ability to pay dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2025, with respect to compensation plans under which equity

securities are authorized for issuance.

Plan Category	Number of securities<br><br>to be issued upon<br><br>exercise of outstanding<br><br>options, warrants, and<br><br>rights(1)	Weighted-average<br><br>exercise price of<br><br>outstanding options,<br><br>warrants, and rights(2)	Number of securities<br><br>remaining available<br><br>for issuance under<br><br>equity compensation<br><br>plans(3)
Equity Compensation Plans Approved by Security Holders:
2019 Incentive Award Plan	26,477,567	$11.71	32,079,827
Equity Compensation Plans Not Approved by Security Holders	N/A	N/A	N/A
Total	26,477,567	$11.71	32,079,827

(1) Includes 602,993 stock options, 20,903,408 restricted share units, and 4,971,166 performance share units at target performance levels that were granted

with no exercise price or other consideration.

(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the

restricted share units or performance share units.

(3) Excludes securities to be issued upon exercise reflected in the first column.

Issuer Purchases of Equity Securities

The following table sets forth the total number of shares purchased, the average price paid per share, the total number of

shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be

purchased under the programs during the three months ended December 31, 2025.

Period	Total Number of<br><br>Shares Purchased	Average Price<br><br>Paid Per Share	Total Number of Shares<br><br>Purchased as Part of<br><br>Publicly Announced<br><br>Plans or Programs	Approximate Dollar<br><br>Value of Shares That May<br><br>Yet Be Purchased Under<br><br>Plans or Programs(1)
October 1, 2025 - October 31, 2025	—	$—	—	$351
November 1, 2025 - November 30, 2025	10,306,134	$3.49	10,306,134	$315
December 1, 2025 - December 31, 2025	10,912,870	$3.58	10,912,870	$276
Total	21,219,004		21,219,004

(1) In December 2024, the Board authorized a share repurchase program of up to $500.0 for a period of two years, from January 1, 2025 through December

31, 2026. On May 7, 2025, we obtained shareholder approval updating our previous shareholder share repurchase authority. The updated authority allows us

to conduct open-market purchases, as approved by the Board, of up to 100 million of our ordinary shares from time to time through May 6, 2030, at a

purchase price of no less than $1 per share and no more than $35 per share.

24

Table of Contents

Performance Graph

The following graph compares our total cumulative shareholder return with the Standard & Poor’s Composite Stock Index

(“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc.; Gartner, Inc.;

Moody’s Corporation; MSCI Inc.; S&P Global Inc.; and Verisk Analytics, Inc.

The graph assumes a $100 cash investment on December 31, 2020, and the reinvestment of all dividends, where applicable.

This graph is not indicative of future financial performance.

Comparison of 5 Year Cumulative Total Return

Among Clarivate, Peer Group, and S&P 500

Item 6. [Reserved]

25

Table of Contents

Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included

elsewhere in this annual report on Form 10-K. Certain statements in this section are forward-looking, subject to the risks and

uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and under Item 1A. Risk Factors of

this annual report.

This section generally discusses our financial condition and results of operations for the years ended December 31, 2025 and

2024, including year-over-year comparisons. Discussion of our financial condition and results of operations for the year

ended December 31, 2023, and comparisons between 2024 and 2023, are not included in this annual report and may be

found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our annual

report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025.

Overview

We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating

curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs

by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence

solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual

Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment

structure.

•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data,

structured taxonomies, and analytical models that transform complex information into actionable insights powered

by a unique combination of AI-enabled software and human expertise.

•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert

analysis tailored to meet specific needs.

•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-

matter expertise and global experience.

For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this

annual report.

Key Performance Indicators

We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted

EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure

performance, prepare financial projections, and make strategic decisions.

Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance

with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to

investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.

Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.

Organic revenue growth

We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced

products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)

completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).

We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer

needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad

changes in product mix, and by geography to help us identify and address changes and revenue trends by region.

Annualized contract value

Our 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. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the

26

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because

the majority of our revenues are generated from subscription-based license agreements.

Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of

that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business,

and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.

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.

Annual renewal rate

Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based

license agreements renewed during the measurement period (including the value of any product downgrades), divided by

(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement

period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal

during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and

denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual

renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional

products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not

in annual renewal rates.

As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as

a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer

engagement trends, and to help analyze our historical results and prepare financial projections.

Our annual renewal rate for the years ended December 31, 2025 and 2024 was 92.5% and 91.9%, respectively.

Adjusted EBITDA and Adjusted EBITDA margin

We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for

investors to understand the underlying trends of our operations. 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. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future

results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety

or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or

discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our

obligations. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income

(loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.

Free cash flow

We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar

measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the

ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity

or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our

obligations.

We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion

related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and

Capital Resources - Cash Flows below.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make significant

judgments and estimates that affect the amounts reported in the consolidated financial statements. We base our estimates on

historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review

27

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

these estimates on an ongoing basis. We consider the following accounting policies and associated estimates to be critical to

understanding our financial statements because the application of these policies requires management’s subjective or complex

judgments about the effects of matters that are inherently uncertain. These significant judgments could have a material impact

on our financial statements if actual performance should differ from historical experience or from our initial estimates, or if

our assumptions were to change. For further information about our significant accounting policies, including the policies

discussed below, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item

8 of this annual report.

Revenue Recognition

Most of our products and services are provided under agreements containing standard terms and conditions. The majority of

our revenue is derived from subscription arrangements, which generally are initially deferred and then recognized ratably

over the contract term. These arrangements typically do not require any significant judgments or estimates about when

revenue should be recognized.

A limited number of re-occurring and transaction agreements contain multiple performance obligations. We apply judgment

in identifying the separate performance obligations to be delivered under the arrangement and allocating the transaction price

based on the estimated standalone selling price of each performance obligation.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill

We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in

circumstances indicate that carrying value may not be recoverable. In assessing whether a potential impairment event has

occurred, we evaluate various factors, many of which are subjective and require significant judgment. Examples of such

factors include significant negative industry or economic trends, persistent declines in our market value, significant changes

in regulatory requirements or the legal environment, and segment changes.

We engage outside experts as deemed necessary to assist in estimating the fair value of a reporting unit using a DCF model.

Our DCF model relies significantly on our internal forecasts of future cash flows and long-term growth rates. Significant

judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins, tax rates,

terminal values, and discount rates. The use of a different set of assumptions and estimates could result in materially different

results.

Between 2023 and 2025, we have performed the following goodwill impairment assessments, with the associated results of

each assessment:

	Q4-23(1)	Q2-24(2)	Q4-24(2)	Q4-25
Type of assessment	Quantitative,<br><br>annual	Quantitative,<br><br>interim	Quantitative,<br><br>annual	Quantitative,<br><br>annual
Goodwill impairment:
A&G	$—	$—	$—	$—
IP	(582.2)	—	—	—
LS&H	(265.5)	(302.8)	(149.1)	—
Total	$(847.7)	$(302.8)	$(149.1)	$—
(1) The impairment was primarily due to worsening macroeconomic and market conditions and sustained declines in our share price.
(2) The impairments were primarily due to sustained declines in our share price.

In each assessment, we compared the estimated fair value to the carrying value for the A&G and LS&H reporting units (the

IP reporting unit was fully impaired in 2023). Based on these assessments, in 2023 and 2024, we concluded that the estimated

fair value of the A&G reporting unit was still substantially in excess of its carrying value, while the LS&H reporting unit fair

value was below its carrying value, resulting in the goodwill impairment charges shown in the table above. In our 2025

quantitative assessment, we determined that the A&G reporting unit fair value was approximately 12% in excess of its

carrying value and the LS&H reporting unit fair value was approximately 8% in excess of its carrying value; therefore, no

impairment charge was required for 2025.

In completing our goodwill assessment in the fourth quarter of 2025, we used weighted average cost of capital (“WACC”)

discount rate assumptions of 12% and 10% for the A&G and LS&H reporting units, respectively. The discount rates were

derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to

estimate the cost of equity financing. We used discount rates we believe to be commensurate with the risks and uncertainty

28

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

inherent in the respective reporting units and in our internally developed forecasts. A 50 basis point increase in the discount

rate would have resulted in the fair values of the A&G and LS&H reporting units being approximately 7% in excess of and

approximately equal to their carrying values, respectively.

If our share price and market capitalization continues to decline, other adverse developments in economic or market

conditions occur, or our actual results fall short of our projections or estimates, the estimated fair values of our reporting units

may fall below their carrying values, triggering future impairment charges.

Indefinite-Lived Intangible Assets

Our indefinite-lived intangible assets consist of purchased brand trade names. In 2025, 2024, and 2023, we used a qualitative

assessment to evaluate events and circumstances that might impact the value of each trade name. We did not identify any

impairments of our indefinite-lived intangible assets in 2025, 2024, or 2023.

Long-Lived Assets (including Other Intangible Assets)

We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may

not be recoverable. Upon such an occurrence, we assess recoverability by comparing the carrying amount of the asset group

to our estimate of the future undiscounted cash flows expected to be generated by the asset group over its remaining life. We

exercise judgment in selecting the appropriate assumptions to use in the estimated future undiscounted cash flows analysis. If

the carrying amount of the asset group exceeds its estimated future cash flows, we recognize an impairment charge equal to

the amount by which the carrying amount of the asset group exceeds its fair value.

Share-Based Compensation

Share-based compensation expense includes cost associated with restricted share units (“RSUs”) and performance share units

(“PSUs”) granted to certain key members of management.

The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value

by the number of shares granted. We engage a third-party valuation expert to perform a Monte Carlo simulation that

estimates the grant date fair value for PSUs that have a market-based modifier component. We recognize compensation

expense over the vesting period of the award on a graded-scale basis, and we recognize forfeitures as they occur. Each

quarter, we estimate the number of shares that are expected to vest and adjust our expense accordingly.

Income Taxes

We recognize income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities,

and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid.

Significant judgments and estimates are required in determining the consolidated income tax expense for financial statement

purposes. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors,

including historical and projected future taxable income by tax jurisdiction, character and timing of income or loss, and

prudent and feasible tax planning strategies. We record a valuation allowance to reduce our deferred tax assets to an amount

that is more likely than not to be realized. Unforeseen future events, such as changes in market conditions and changes in tax

laws, could have a material impact on the realizability of deferred tax assets.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations

in a multitude of jurisdictions across our global operations. We record tax benefits when it is more likely than not that the

position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the

technical merits of the position. Because of the complexity of some of these uncertainties, the ultimate resolution of our

uncertain tax positions may result in a payment that is materially different from our current estimates. These differences will

be reflected as increases or decreases to income tax expense in the period in which new information is available.

Recently Issued Accounting Pronouncements

For a discussion related to recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and

Summary of Significant Accounting Policies included in Part II, Item 8 of this annual report.

29

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

	Year Ended December 31,
	2025	2024	%
Revenues	$2,455.2	2,556.7	(4)%
Operating expenses:
Cost of revenues	833.6	869.2	(4)%
Selling, general and administrative costs	708.6	727.6	(3)%
Depreciation and amortization	757.2	727.0	4%
Goodwill and intangible asset impairments	15.0	540.7	(97)%
Restructuring and other impairments	50.7	19.6	N/M
Other operating expense (income), net	18.6	(51.8)	N/M
Total operating expenses	2,383.7	2,832.3
Income (loss) from operations	71.5	(275.6)
Fair value adjustment of warrants	—	(5.2)	N/M
Interest expense, net	265.4	283.4	(6)%
Income (loss) before income taxes	(193.9)	(553.8)
Provision (benefit) for income taxes	7.2	82.9	(91)%
Net income (loss)	(201.1)	(636.7)
Dividends on preferred shares	—	31.3	N/M
Net income (loss) attributable to ordinary shares	$(201.1)	(668.0)
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.

All values are in US Dollars.

As discussed below and in the notes to the financial statements, the following factors had a significant impact on the

comparability of our results of operations between the periods presented and may affect the comparability of our results of

operations in future periods:

•In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G

segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively.

•In November 2024, we completed the sale of the ScholarOne product group within our A&G segment.

•In the second and fourth quarters of 2024, we recognized substantial goodwill impairments.

•In April 2024, we completed the sale of our Valipat product group within our IP segment.

Revenues

The following tables present our revenues by type, segment, and geography, as well as the components driving the changes

between periods.

Revenues by transaction type

	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)%

Subscription organic growth was driven by new sales and improved retention and pricing, with the disposals decrease

primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H. Re-occurring revenues

increased primarily due to FX translation gains. The transactional organic decline was primarily due to lower IP activity,

while the disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat

divestiture.

30

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Revenues by segment

	Year Ended<br><br>December 31,		Change		% of Change
	2025	2024	$	%	Acquisitions	Disposals	FX	Organic
A&G	$1,266.0	$1,326.4	$(60.4)	(4.6)%	—%	(6.7)%	0.5%	1.6%
IP	799.4	811.4	(12.0)	(1.5)%	0.1%	(1.0)%	1.3%	(1.9)%
LS&H	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)%

A&G segment revenues decreased primarily due to the product group wind-downs and ScholarOne divestiture, partially

offset by subscription organic growth driven by new sales and improved retention and pricing. IP segment revenues

decreased primarily due to lower transactional volumes and subscription retention, as well as the Valipat divestiture. LS&H

segment revenues decreased primarily due to product group wind-downs and lower transactional and subscription revenues.

Revenues by geography

	Year Ended<br><br>December 31,		Change		% of Change
	2025	2024	$	%	Acquisitions	Disposals	FX	Organic
Americas	$1,303.0	$1,381.4	$(78.4)	(5.7)%	0.1%	(5.4)%	0.1%	(0.5)%
EMEA	654.8	667.8	(13.0)	(1.9)%	—%	(4.3)%	2.1%	0.3%
APAC	497.4	507.5	(10.1)	(2.0)%	—%	(2.6)%	0.3%	0.3%
Revenues	$2,455.2	$2,556.7	$(101.5)	(4.0)%	0.1%	(4.7)%	0.7%	(0.1)%

Americas revenues decreased primarily due to the product group wind-downs within A&G and LS&H, the ScholarOne

divestiture, and, to a lesser extent, lower IP contribution. EMEA (Europe/Middle East/Africa) revenues decreased primarily

due to the product group wind-downs within A&G, and the Valipat and ScholarOne product group divestitures. APAC (Asia

Pacific) revenues decreased due to product group wind-downs within A&G.

Cost of revenues

Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed

primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content,

including royalty fees.

The decrease of 4% compared to 2024 was primarily driven by the product wind-downs, as well as the ScholarOne and

Valipat divestitures. As a percentage of revenues, Cost of revenues were largely unchanged compared to the prior year.

Selling, general and administrative costs

Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the

production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party

professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,

and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and

other professional and consulting costs.

The decrease of 3% compared to 2024 was primarily driven by cost management and product group wind-downs. As a

percentage of revenues, SG&A costs were largely unchanged compared to the prior year.

Depreciation and amortization

Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and

fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology

and content, internally developed computer software, and trade names.

The increase of 4% compared to 2024 was primarily driven by increased investment in computer software assets. As a

percentage of revenues, Depreciation and amortization increased by 2% from the prior year.

Goodwill and intangible asset impairments

In 2024, we recorded a goodwill impairment charge of $465.7 primarily due to sustained declines in our share price and

worsening macroeconomic and market conditions.

31

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments in

connection with the Value Creation Plan and we recorded an intangible assets impairment charge of $75.0 to write down the

carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book

values.

For additional information regarding our recent goodwill and intangible asset impairments, see Note 6 - Other Intangible

Assets, Net and Goodwill included in Part II, Item 8 of this annual report.

Restructuring and other impairments

Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract

terminations, and other exit or disposal activities, as well as impairment charges primarily associated with right-of-use assets.

Restructuring charges during the year ended December 31, 2025 were associated with the Value Creation Plan, which began

in the fourth quarter of 2024. Restructuring charges for the year ended December 31, 2024 were primarily associated with the

Segment Optimization Program, which was substantively completed in 2024.

As of December 31, 2025, the Value Creation Plan is our only active restructuring program. We have extended this program

to include additional reductions in force and lease rationalization activities in 2026. We expect to incur approximately $25 of

additional costs associated with this plan, primarily in 2026. For further information regarding our restructuring initiatives

and impairment impacts, see Note 12 - Restructuring and Other Impairments included in Part II, Item 8 of this annual report.

Other operating expense (income), net

The change of $70.4 compared to 2024 was primarily driven by a prior year net gain on sale of $54.7 from divestitures

completed in 2024 and a $30.7 increase to expense from the net impact of realized and unrealized gains and losses on foreign

currency transactions, with the largest impacts derived from transactions denominated in GBP.

Interest expense, net

The decrease of 6% compared to 2024 was primarily driven by lower interest rates on our outstanding variable-rate debt and

reduced total debt outstanding.

Provision (benefit) for income taxes

The income tax provision of $7.2 in 2025 was primarily driven by the mix of tax jurisdictions in which pre-tax profits and

losses were recognized. These were partially offset by benefits of $21.7 and $10.9 in the U.S. and U.K., respectively, that

resulted from intra-entity transactions, as well as a $7.1 benefit due to a reduction in the Base Erosion and Anti-Abuse Tax

(“BEAT”).

The income tax provision of $82.9 in 2024 was primarily driven by a $53.9 expense related to a new 15% Multinational

Corporate Income Tax (“MCIT”) enacted by a tax law change in Jersey, Channel Islands, a $10.2 expense to establish

valuation allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized.

These were partially offset by benefits of $16.6 and $14.2 associated with the impairment of intangible assets and goodwill,

respectively. Although the MCIT is designed to align with certain elements of the OECD model rules, it is distinct legislation

that enacted a new 15% corporate income tax, which qualifies as a regular corporate income tax under ASC 740.

32

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the years 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:

	2024
Net income (loss)	$(636.7)
Provision (benefit) for income taxes	82.9
Depreciation and amortization	727.0
Interest expense, net	283.4
Share-based compensation expense	60.6
Goodwill and intangible asset impairments	540.7
Restructuring and other impairments	19.6
Fair value adjustment of warrants	(5.2)
Transaction related costs	17.9
Other(1)	(29.8)
Adjusted EBITDA	$1,060.4
Net income (loss) margin	(24.9)%
Adjusted EBITDA margin	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. This amount includes a net gain on sale of 54.7 from divestitures in 2024. See Note 2 - Acquisitions and Divestitures for further details.

All values are in US Dollars.

Liquidity and Capital Resources

We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of

December 31, 2025, we had $329.2 of cash on hand and $768.5 of available borrowing capacity under our revolving credit

facility.

Cash Flows

We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model

provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our

customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period.

Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital

management also contribute to our ability to generate solid operating cash flows.

The following table discloses our consolidated cash flows by activity for the periods presented:

	Year Ended December 31,		Change
	2025	2024	$	%
Net cash provided by operating activities	$628.5	$646.6	$(18.1)	(3)%
Net cash used for investing activities	$(263.2)	$(236.7)	$(26.5)	11%
Net cash used for financing activities	$(343.1)	$(470.1)	$127.0	(27)%

The decrease in net cash provided by operating activities was primarily due to higher restructuring costs and related cash

outflows compared to the prior year.

The increase in net cash used for investing activities was due to net inflows from acquisition and divestiture-related activity

in the prior year that did not recur in the current year, partially offset by lower capital expenditures in the current year.

The decrease in net cash used for financing activities was primarily driven by higher debt repayments and dividends paid to

holders of our mandatory convertible preferred shares in the prior year, partially offset by increased share repurchase activity

in the current year.

33

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Free cash flow (non-GAAP measure)

The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities:

	Year Ended December 31,		Change
	2025	2024	$	%
Net cash provided by operating activities	$628.5	$646.6	$(18.1)	(3)%
Capital expenditures	(263.2)	(289.1)	25.9	(9)%
Free cash flow	$365.3	$357.5	$7.8	2%

Free cash flow increased primarily due to a significant reduction in capital expenditures, partially offset by the change in net

cash provided by operating activities described above. Our capital expenditures in both periods presented consisted primarily

of capitalized labor associated with product and content development.

Borrowings

As of December 31, 2025, we had $4,441.8 of outstanding borrowings under our notes and credit facilities. We incurred

$265.4 and $283.4 of interest expense associated with our debt obligations for the years ended December 31, 2025 and 2024,

respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar

obligations in the ordinary course of business.

In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans

carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR

and are not subject to amortization. We used the issuance proceeds to redeem $500.0 aggregate principal amount of our

outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the May 30, 2025 redemption date. To

offset the incremental interest expense impact of this refinancing, we entered into foreign currency-swap transactions that

economically reduce the interest rate by approximately 2%. In August 2025, we amended our $700.0 revolving credit facility

by increasing it to a $775.0 facility and, in September 2025, we redeemed an additional $100.0 of our outstanding Senior

Secured Notes due 2026, plus accrued and unpaid interest through the September 30, 2025 redemption date. In January 2026,

we redeemed the remaining $100.0 of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest

through the January 30, 2026 redemption date.

For further discussion related to our outstanding borrowings and associated hedging activities, see Note 9 - Debt and Note 8 -

Derivative Instruments included in Part II, Item 8 of this annual report.

Commitments and Contingencies

In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related

to our share repurchase program, capital expenditures. and other commitments in the ordinary course of business, primarily

for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our

Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.

In December 2024, the Board authorized a new share repurchase program of up to $500.0 of our ordinary shares for a period

of two years, from January 1, 2025 through December 31, 2026. As of December 31, 2025, we had $275.5 of availability

remaining. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and

may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are

authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program,

including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization,

approved by the Board or a designated committee thereof, and subject to availability of ordinary shares, price, market

conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

We estimate capital expenditures to be approximately $250 during 2026, primarily for product and content development. We

also expect to incur approximately $210 of primarily cloud computing services and software license costs in 2026 for

ongoing support of our existing business operations. We expect to fund these expenditures primarily through cash flows from

operations. Any amounts for which we are presently liable are reflected in our Consolidated Balance Sheets as Accounts

payable or Accrued expenses and other current liabilities.

From time to time, we may seek to refinance, redeem, repurchase, or retire our outstanding debt in open market purchases,

privately negotiated transactions, tender offers, or otherwise. Such refinancings, redemptions, repurchases, or retirements, if

any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

34

Table of Contents

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and

have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate

insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from

litigation matters. For additional information about our legal proceedings and claims, see Note 16 - Commitments and

Contingencies included in Part II, Item 8 of this annual report.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements,

fund our share repurchase program, fund our working capital requirements, make capital expenditures (including product and

content development), redeem or repurchase our outstanding indebtedness, and expand our business through acquisitions.

Based on our forecasts, we believe that cash flow from operations, available cash on hand, borrowing capacity, and access to

capital markets will be adequate to service debt, meet liquidity needs, and fund capital expenditures and other business plans

for both the next 12 months and the foreseeable future. Our future capital requirements will depend on many factors,

including the number of future acquisitions and the timing and extent of spending to support product development efforts. We

could be required, or could elect, to seek additional funding through public or private equity or debt financings; however,

additional funds may not be available on terms acceptable to us.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our

cash flows or the fair value of our holdings of financial instruments. The objective of market risk management is to manage

and control market risk exposures within acceptable parameters.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk related to our transactions and our subsidiaries’ balances that are

denominated in non-U.S. dollar currencies. These currencies may continue to fluctuate, especially as a result of central bank

responses to inflation and other macroeconomic factors, and such fluctuations will affect financial statement line item

comparability.

We periodically enter into foreign currency forward contracts that generally do not exceed 180 days in duration. The purpose

of these derivative instruments is to help manage our exposure to foreign exchange rate risks. We account for these foreign

currency contracts at fair value and recognize the associated realized and unrealized gains and losses in Other operating

expense (income), net in the Consolidated Statements of Operations, as the contracts are not designated as accounting hedges

under the applicable sections of ASC Topic 815.

Revenues denominated in non-U.S. dollar currencies represented approximately 27% of our total revenues for the year ended

December 31, 2025, the significant majority of which were denominated in Euros and British pounds. A 10% change in value

of the Euro and British pound relative to the U.S. dollar would result in an approximate $51 change in annual revenues.

Interest Rate Risk

Our interest rate risk arises primarily from borrowings under our variable interest rate term loans. As of December 31, 2025,

we had $2,499.2 of outstanding variable interest rate debt related to term loans maturing in 2031.

To reduce our exposure to variability in cash flows associated with the interest payments, we have interest rate swap

arrangements with an aggregate notional value of $1,256.9 that were in effect as of December 31, 2025. These swaps

effectively fix the interest rate on a portion of our variable rate borrowings at a weighted average rate of 4.480%.

Accordingly, our exposure to changes in interest rates is limited to the unhedged portion of our variable rate debt, which was

$1,242.3 as of December 31, 2025. Assuming this exposure remains constant, a hypothetical 25 basis point change in the one-

month Term SOFR would result in an approximate $3 change in annual interest expense.

35

Table of Contents

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	36
Consolidated Balance Sheets	38
Consolidated Statements of Operations	39
Consolidated Statements of Comprehensive Income (Loss)	40
Consolidated Statements of Changes in Equity	41
Consolidated Statements of Cash Flows	42
Notes to the Consolidated Financial Statements:	43
Note 1: Nature of Operations and Summary of Significant Accounting Policies	43
Note 2: Acquisitions and Divestitures	48
Note 3: Revenues	48
Note 4: Accounts Receivable	49
Note 5: Property and Equipment, Net	49
Note 6: Other Intangible Assets, Net and Goodwill	50
Note 7: Leases	51
Note 8: Derivative Instruments	52
Note 9: Debt	54
Note 10: Shareholders' Equity	56
Note 11: Share-based Compensation	57
Note 12: Restructuring and Other Impairments	58
Note 13: Income Taxes	60
Note 14: Earnings Per Share	65
Note 15: Segment Information	65
Note 16: Commitments and Contingencies	68

36

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Clarivate Plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Clarivate Plc and its subsidiaries (the “Company”) as of

December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of

changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related

notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal

control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial

position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of

the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the

United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control

over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework

(2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,

included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility

is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over

financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform

the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in

all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our

audit of internal control over financial reporting included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered

necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures

that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

37

Table of Contents

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial

statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,

or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Annual Goodwill Impairment Assessment for the Life Sciences and Healthcare Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $1,566.7 million

as of December 31, 2025, and the goodwill associated with the Life Sciences and Healthcare reporting unit was $477.8

million. Goodwill is not amortized, but instead is tested for impairment annually as of the first day of the fourth quarter, or

more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill impairment testing

is performed at the reporting unit level. Management estimates the fair value of a reporting unit using a discounted cash flow

(DCF) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. As

disclosed by management, significant judgments and estimates made in this analysis include projected revenue growth rates

and EBITDA margins, the tax rate, the terminal value and the discount rate. In the fourth quarter of 2025, management

performed its annual goodwill impairment assessment and concluded that the estimated fair value of the Life Sciences and

Healthcare reporting unit was in excess of its carrying value and therefore, no impairment charge was required.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment

assessment of the Life Sciences and Healthcare reporting unit is a critical audit matter are (i) the significant judgment by

management when developing the fair value estimate of the Life Sciences and Healthcare reporting unit; (ii) a high degree of

auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions

related to projected revenue growth rates, projected EBITDA margins, the terminal growth rate and the discount rate; and (iii)

the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall

opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to

management’s goodwill impairment assessment, including controls over the valuation of the Life Sciences and Healthcare

reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value

estimate of the reporting unit; (ii) evaluating the appropriateness of the DCF analysis used by management; (iii) testing the

completeness and accuracy of underlying data used in the DCF analysis; and (iv) evaluating the reasonableness of the

significant assumptions used by management related to projected revenue growth rates, projected EBITDA margins, the

terminal growth rate, and the discount rate. Evaluating management’s assumptions related to projected revenue growth rates

and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable

considering (i) the current and past performance of the Life Sciences and Healthcare reporting unit; (ii) the consistency with

external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of

the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the

DCF analysis and (ii) the reasonableness of the terminal growth rate and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 24, 2026

We have served as the Company’s auditor since 2016.

38

Table of Contents

CLARIVATE PLC

Consolidated Financial Statements

Consolidated Balance Sheets

	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 (Note 16)
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

The accompanying notes are an integral part of these consolidated financial statements.

39

Table of Contents

CLARIVATE PLC

Consolidated Financial Statements

Consolidated Statements of Operations

	Year Ended December 31,
(In millions, except per share data)	2025	2024	2023
Revenues	$2,455.2	$2,556.7	$2,628.8
Operating expenses:
Cost of revenues	833.6	869.2	906.4
Selling, general and administrative costs	708.6	727.6	739.7
Depreciation and amortization	757.2	727.0	708.3
Goodwill and intangible asset impairments	15.0	540.7	979.9
Restructuring and other impairments	50.7	19.6	40.0
Other operating expense (income), net	18.6	(51.8)	(10.8)
Total operating expenses	2,383.7	2,832.3	3,363.5
Income (loss) from operations	71.5	(275.6)	(734.7)
Fair value adjustment of warrants	—	(5.2)	(15.9)
Interest expense, net	265.4	283.4	293.7
Income (loss) before income taxes	(193.9)	(553.8)	(1,012.5)
Provision (benefit) for income taxes	7.2	82.9	(101.3)
Net income (loss)	(201.1)	(636.7)	(911.2)
Dividends on preferred shares	—	31.3	75.4
Net income (loss) attributable to ordinary shares	$(201.1)	$(668.0)	$(986.6)
Per share:
Basic	$(0.30)	$(0.96)	$(1.47)
Diluted	$(0.30)	$(0.96)	$(1.47)
Weighted average shares used to compute earnings per share:
Basic	673.3	693.6	671.6
Diluted	673.3	693.6	671.6

The accompanying notes are an integral part of these consolidated financial statements.

40

Table of Contents

CLARIVATE PLC

Consolidated Financial Statements

Consolidated Statements of Comprehensive Income (Loss)

	Year Ended December 31,
(In millions)	2025	2024	2023
Net income (loss)	$(201.1)	$(636.7)	$(911.2)
Other comprehensive income (loss), net of tax:
Hedging relationships, net of tax of $(2.5), $(1.7), and $(7.2)	(8.4)	(5.5)	(21.9)
Defined benefit pension plans, net of tax	(0.7)	(0.8)	(1.1)
Foreign currency translation adjustment	82.3	(24.7)	193.6
Other comprehensive income (loss), net of tax	73.2	(31.0)	170.6
Comprehensive income (loss)	$(127.9)	$(667.7)	$(740.6)

The accompanying notes are an integral part of these consolidated financial statements.

41

Table of Contents

CLARIVATE PLC

Consolidated Financial Statements

Consolidated Statements of Changes in Equity

	Ordinary Shares		Preferred Shares		Accumulated other<br><br>comprehensive loss	Accumulated<br><br>deficit	Total shareholders'<br><br>equity
(In millions)	Shares	Amount	Shares	Amount
Balance at December 31, 2022	674.4	$11,744.7	14.4	$1,392.6	$(665.9)	$(5,658.9)	$6,812.5
Exercise of stock options	0.3	1.6	—	—	—	—	1.6
Vesting of restricted stock units	7.6	—	—	—	—	—	—
Share-based award activity	(2.4)	94.2	—	—	—	—	94.2
Repurchase and retirement of ordinary shares	(13.8)	(100.0)	—	—	—	—	(100.0)
Dividends to preferred shareholders	—	—	—	—	—	(75.4)	(75.4)
Net income (loss)	—	—	—	—	—	(911.2)	(911.2)
Other comprehensive income (loss)	—	—	—	—	170.6	—	170.6
Balance at December 31, 2023	666.1	$11,740.5	14.4	$1,392.6	$(495.3)	$(6,645.5)	$5,992.3
Vesting of restricted stock units	6.7	—	—	—	—	—	—
Share-based award activity	(2.3)	45.7	—	—	—	—	45.7
Conversion of preferred shares into ordinary shares	55.3	1,392.6	(14.4)	(1,392.6)	—	—	—
Repurchase and retirement of ordinary shares	(34.4)	(200.0)	—	—	—	—	(200.0)
Dividends to preferred shareholders	—	—	—	—	—	(31.3)	(31.3)
Net income (loss)	—	—	—	—	—	(636.7)	(636.7)
Other comprehensive income (loss)	—	—	—	—	(31.0)	—	(31.0)
Balance at December 31, 2024	691.4	$12,978.8	—	$—	$(526.3)	$(7,313.5)	$5,139.0
Vesting of restricted stock units	7.8	—	—	—	—	—	—
Share-based award activity	(2.5)	56.3	—	—	—	—	56.3
Repurchase and retirement of ordinary shares	(56.0)	(224.5)	—	—	—	—	(224.5)
Net income (loss)	—	—	—	—	—	(201.1)	(201.1)
Other comprehensive income (loss)	—	—	—	—	73.2	—	73.2
Balance at December 31, 2025	640.7	$12,810.6	—	$—	$(453.1)	$(7,514.6)	$4,842.9

The accompanying notes are an integral part of these consolidated financial statements.

42

Table of Contents

CLARIVATE PLC

Consolidated Financial Statements

Consolidated Statements of Cash Flows

	Year Ended December 31,
(In millions)	2025	2024	2023
Cash Flows From Operating Activities
Net income (loss)	$(201.1)	$(636.7)	$(911.2)
Adjustments to reconcile net income (loss) to net cash provided by<br><br>operating activities:
Depreciation and amortization	757.2	727.0	708.3
Share-based compensation	63.1	59.9	109.0
Restructuring and other impairments, including goodwill	18.6	540.3	986.2
Gain on sale from divestitures	—	(54.7)	—
Gain on legal settlement	—	—	(49.4)
Deferred income taxes	(41.5)	21.2	(78.4)
Amortization and write-off of debt issuance costs	14.3	16.4	18.2
Other operating activities	14.4	(1.9)	21.9
Changes in operating assets and liabilities:
Accounts receivable	(5.0)	92.6	(25.5)
Prepaid expenses	(7.5)	1.5	1.7
Other assets	3.2	(0.8)	35.1
Accounts payable	22.8	(15.0)	41.2
Accrued expenses and other current liabilities	(11.3)	3.8	(44.4)
Deferred revenues	(2.6)	(106.2)	20.3
Operating leases, net	(5.4)	(9.6)	(8.0)
Other liabilities	9.3	8.8	(80.8)
Net cash provided by operating activities	628.5	646.6	744.2
Cash Flows From Investing Activities
Capital expenditures	(263.2)	(289.1)	(242.5)
Payments for acquisitions, net of cash acquired	—	(32.0)	(5.4)
Proceeds from divestitures, net of cash divested	—	84.4	10.5
Net cash used for investing activities	(263.2)	(236.7)	(237.4)
Cash Flows From Financing Activities
Principal payments on debt	(600.0)	(198.1)	(300.0)
Proceeds from issuance of debt	500.0	—	—
Payment of debt issuance and extinguishment costs	(9.4)	(20.1)	0.1
Repurchases of ordinary shares	(224.5)	(200.0)	(100.0)
Cash dividends on preferred shares	—	(37.7)	(75.5)
Payments related to tax withholding for share-based compensation	(10.4)	(15.6)	(20.6)
Other financing activities	1.2	1.4	(0.5)
Net cash used for financing activities	(343.1)	(470.1)	(496.5)
Effects of exchange rates	11.8	(15.3)	3.6
Net change in cash and cash equivalents, including restricted cash	34.0	(75.5)	13.9
Cash and cash equivalents, including restricted cash, beginning of period	295.2	370.7	356.8
Cash and cash equivalents, including restricted cash, end of period	$329.2	$295.2	$370.7
Supplemental Cash Flow Information:
Cash paid for interest	$256.3	$265.3	$273.5
Cash paid for income tax	$42.1	$52.9	$42.9

The accompanying notes are an integral part of these consolidated financial statements.

43

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of

Jersey, Channel Islands.

We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating

curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,

and tech-enabled services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life

Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three reportable segments, organized by the

different products and services we offer and the markets we serve. For additional information on our reportable segments, see

Note 15 - Segment Information.

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted

accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All significant

intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could

differ from those estimates. The most significant of these estimates relate to our asset impairment analyses and income taxes.

We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience and

other factors, including expectations of future events that we believe are reasonable under the circumstances.

Concentration of Credit Risk

Accounts receivable are the primary financial instrument that potentially subjects us to significant concentrations of credit

risk. Accounts receivable represent arrangements in which services were transferred to a customer before the customer pays

consideration or before payment is due. We do not require collateral or other securities to support customer receivables. We

perform ongoing credit evaluations of our customers and limit the amount of credit extended when deemed appropriate.

We maintain our cash and cash equivalent balances with high-quality financial institutions and consequently, we believe that

such funds are subject to minimal credit risk.

Fair Value Measurements

Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. We

utilize the following fair value hierarchy in determining fair values:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and

liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models,

discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily

convertible into cash approximate fair value because of the short-term nature of the instruments. As further discussed in Note

2 - Acquisitions and Divestitures, we have classified the contingent consideration associated with the Valipat divestiture

within Level 3 of the fair value hierarchy. As further discussed in Note 9 - Debt, we have classified our debt instruments

within Level 2 of the fair value hierarchy. We have also classified our derivative instruments described in Note 8 - Derivative

Instruments within Level 2 of the fair value hierarchy.

44

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Cash and Cash Equivalents

Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of

purchase of three months or less, and includes restricted cash of $12.6 and $10.5 as of December 31, 2025 and 2024,

respectively.

Allowance for Credit Losses

We estimate credit losses for trade receivables by using a current expected credit loss model. The credit loss allowance is

determined through an analysis of historical collection experience, the aging of accounts receivable, and an evaluation of the

impact of current and projected economic conditions. Trade and other receivables are written off when there is no reasonable

expectation of recovery, such as a past due status greater than 360 days or bankruptcy of the debtor.

Property and Equipment

Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated

useful lives of the assets, as follows:

Computer hardware	3 years
Furniture, fixtures, and equipment	5 - 7 years
Leasehold improvements	Lesser of lease term or estimated useful life

Repair and maintenance costs are expensed as incurred.

Internally Developed Software and Content

Internally Developed Software — Development costs related to internally generated software are capitalized once a project

has progressed to the application development stage. Costs of significant improvements or enhancements on existing software

for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage,

data conversion, and the post-implementation/operation stage of an internal-use software development project are expensed

as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software.

Purchased software is amortized over three years, which is the estimated useful life of the related software.

Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting,

and indexing are capitalized. We also capitalize internal and external costs associated with the development of product-

related software that adds functionality and improves the customer’s ability to search our content. These capitalized costs are

amortized over a two to five year useful life.

We do not capitalize any costs associated with research and development or marketing.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use

(“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance

Sheets. Our finance lease asset is included within Property and equipment, net on our Consolidated Balance Sheets (see Note

5 - Property and Equipment, Net) and the related finance lease liability is included as an item of indebtedness (see Note 9 -

Debt) on our Consolidated Balance Sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum

lease payments over the lease term at commencement date. The initial valuation of finance lease assets and liabilities is

calculated in the same way. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate

based on the information available at commencement date in determining the present value of future payments. The operating

lease ROU asset also includes initial direct costs incurred and any lease payments made before lease commencement, minus

any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably

certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis

over the lease term.

We account for lease and non-lease components as a single lease component.

Goodwill and Other Intangible Assets

We account for our business combinations using the acquisition method of accounting. We allocate the purchase price of an

acquisition to the assets acquired and liabilities assumed based on their estimated fair values. As part of this allocation

process, we identify and attribute values and estimated lives to the intangible assets acquired. The excess of the purchase

price over the fair values of identifiable assets and liabilities is recorded as goodwill.

45

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives:

Customer relationships	2 - 23 years
Technology and content	2 - 20 years
Computer software	5 years
Trade names and other	2 - 18 years

Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first

day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Asset Impairment Evaluation

We evaluate property and equipment, definite-lived intangible assets, and operating lease ROU assets for impairment

whenever circumstances indicate the carrying value may not be recoverable. We determine the recoverability of an asset, or a

group of assets, by comparing the carrying value to the future undiscounted cash flows that the asset is expected to generate

over its remaining life. Any impairment is measured as the difference between the carrying value and the fair value of the

asset.

Goodwill impairment testing is performed at the reporting unit level. For goodwill impairment testing purposes, we have

determined that our business segments are our reporting units. As part of our annual goodwill impairment testing, we have

the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting

unit is less than its carrying value. If we bypass the qualitative assessment, or if the qualitative assessment indicates that

quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a

reporting unit with its carrying amount, including goodwill. We estimate the fair value of a reporting unit using a discounted

cash flow (“DCF”) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-

adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth

rates.

Our indefinite-lived intangible assets are related to trade names. Similar to goodwill, as part of our annual indefinite-lived

intangible asset impairment testing, we have the option to first perform qualitative testing by evaluating whether any events

and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If

we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is

required. If we choose not to complete a qualitative assessment, or if the qualitative assessment indicates that a quantitative

analysis should be performed, we estimate the fair value of the indefinite-lived asset by using the relief-from-royalty method

based on the present value of estimated future cash flows that the indefinite-lived asset is expected to generate in the future.

Any impairment charge is recognized in full in the reporting period in which it has been identified. For discussion of the

analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, Net and Goodwill and Note 12 -

Restructuring and Other Impairments.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2025	2024
Liabilities due to customers	$62.8	$84.8
Accrued royalties	72.4	79.3
Miscellaneous accruals	137.8	144.7
Accrued expenses and other current liabilities	$273.0	$308.8

Income Taxes

We recognize income taxes under the asset and liability method. Deferred income tax assets and liabilities arise from

temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements,

which will result in taxable or deductible amounts in the future. Deferred income tax assets and liabilities are recorded at the

enacted tax rate expected to apply to the temporary difference when settled or realized. We record U.S. tax expense resulting

from Global Intangible Low Taxed Income (“GILTI”) as a current period expense.

In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors. Evidence

considered includes historical and projected future taxable income by tax jurisdiction, character and timing of income or loss,

46

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

and prudent and feasible tax planning strategies. We record a valuation allowance to reduce deferred tax assets to the net

realizable value that is more likely than not to be realized.

We record tax benefits when it is more likely than not that the position will be sustained upon examination, including

resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount of tax

benefit recorded is the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. We then

record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken on a tax

return. Uncertain tax positions are reassessed quarterly and liabilities for unrecognized tax benefits are adjusted when our

judgment changes as a result of the evaluation of new information, such as developments in case law, new regulations or tax

law, or changes in the status of ongoing audits. These adjustments will be reflected as increases or decreases to income tax

expense in the period in which new information is available. Accrued interest and penalties related to unrecognized tax

benefits are included within the Provision (benefit) for income taxes in the Consolidated Statements of Operations.

Revenue Recognition

We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional

sales that are typically quoted on a product, data set, or project basis.

•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which

we license the right to use our products to our customers or provide maintenance services over a contractual term.

We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements,

we generally invoice customers annually at the beginning of each annual coverage period. Cash received or

receivable in advance of completing the performance obligations is included in deferred revenue. We recognize

subscription revenue ratably over the contract term as the access or service is provided.

•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP

segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions

around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us

on a regular basis to ensure their intellectual property rights remain protected. These contracts typically include

evergreen clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.

•Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project

basis. Transactional revenues include content sales (including single-document and aggregated collection sales),

consulting engagements, and other professional services such as software implementation services. We typically

invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related

performance obligations.

When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance

obligation in proportion to the standalone selling price of each performance obligation. The standalone selling price is

typically determined by reference to our standard price lists and is a reflection of our normal pricing practices when sold

separately with consideration of market conditions and other factors, including customer demographics and geographic

location. Discounts applied to the contract are allocated based on the same proportion of standalone selling prices.

For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction

by considering factors such as control of the specified goods or services before they are transferred to the customer,

fulfillment responsibility, collection risk, and discretion in establishing price. If we determine that we control the good or

service before it is transferred to the customer, we recognize revenue on a gross basis. Conversely, if we determine that we do

not control the good or service before it is transferred to the customer, we recognize revenue on a net basis.

We pay commissions to sales colleagues for obtaining new customers and renewing contracts with existing customers. We

treat these commission costs as costs to obtain a contract and are therefore considered contract assets. We capitalize certain of

these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs

are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations. The

amortization period is between one and seven years based on the estimated length of the customer relationship.

Share-based Compensation

We recognize compensation expense for share-based awards based on grant date fair value. The fair value of restricted share

units (“RSUs”) is based on the fair value of our common shares on the date of grant, and we use a Monte Carlo simulation to

determine the fair value of our performance share units (“PSUs”) at grant date. We use the graded vesting method to amortize

the value of share-based awards to expense. We recognize forfeitures as they occur.

47

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Defined Contribution Plans

Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs

for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to

defined contribution plans was $39.7, $37.3, and $34.9 for the years ended December 31, 2025, 2024, and 2023, respectively,

which approximates the cash outlays related to the plans.

Restructuring

Restructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract

termination costs, and other costs associated with an exit or disposal activity. Involuntary termination benefits are recognized

within restructuring charges at the time that the program was approved and all necessary communications were made. The

liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The

corresponding expenses are recorded within Restructuring and other impairments in the Consolidated Statements of

Operations. For further details, see Note 12 - Restructuring and Other Impairments.

Legal Costs

Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal

matter giving rise to the estimated legal costs. We reassess the sufficiency of the accrual each reporting period.

Other Operating Expense (Income), Net

Other operating expense (income), net consisted of the following:

		Year Ended December 31,
		2025	2024	2023
Gain on sale from divestitures	Note 2	$—	$(54.7)	$—
Gain on legal settlement	Note 16	—	—	(49.4)
Net foreign exchange loss		34.9	4.2	38.9
Miscellaneous, net		(16.3)	(1.3)	(0.3)
Total		$18.6	$(51.8)	$(10.8)

Foreign Currency Translation

The operations of each of our entities are measured using the currency of the primary economic environment in which the

subsidiary operates (“functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the

local currency are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the

average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation

adjustments are included as a component of Accumulated other comprehensive loss in the accompanying Consolidated

Balance Sheets.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted

average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income

(loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted

average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS

reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated

using the treasury stock method.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote

disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in

this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after

December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are

currently assessing the impact of this update on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,

which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The

practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the

remaining life of the asset when measuring credit losses. The amendments in this update are effective for fiscal years,

48

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

including interim reporting periods, beginning after December 15, 2025, with early adoption permitted. We are currently

assessing the impact of this update on our financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,

which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The

update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are

effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption

permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a

prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our

financial statements and related disclosures.

Note 2: Acquisitions and Divestitures

2024 Divestiture of ScholarOne

In the fourth quarter of 2024, in connection with focusing our efforts on our core A&G business assets, we sold our

ScholarOne product group for net cash proceeds of $103.6. As a result of the divestiture, we recognized a gain of $69.5,

which is included in Other operating expense (income), net in the Consolidated Statements of Operations for the year ended

December 31, 2024.

2024 Divestiture of Valipat

In the second quarter of 2023, we agreed to sell Valipat, a small product group within our IP segment, for $33.8, payable in

annual installments over ten years. The transaction closed in April 2024, and we recognized a loss of $14.8, included in Other

operating expense (income), net in the Consolidated Statements of Operations for the year ended December 31, 2024.

Prior to classifying Valipat as held-for-sale in the second quarter of 2023, the assets to be sold consisted almost entirely of

customer relationship intangible assets. These assets were reduced to an estimated fair value of $26.1 based on the present

value of the consideration to be received over ten years. The resulting impairment charge of $132.2 is included in Goodwill

and intangible asset impairments in the Consolidated Statements of Operations for the year ended December 31, 2023.

As of December 31, 2025, the fair value of the related contingent consideration receivable was $30.8, net of cash receipts,

reported primarily within Other non-current assets in the Consolidated Balance Sheets. We remeasure this receivable on a

recurring basis using Level 3 inputs, specifically discounted revenue projections.

Note 3: Revenues

We disaggregate our revenues by transaction type, by segment (see Note 15 - Segment Information), and by geography.

The following table presents revenues by transaction type, based on revenue recognition pattern:

	Year Ended December 31,
	2025	2024	2023
Subscription	$1,605.5	$1,626.8	$1,618.1
Re-occurring	434.2	429.8	444.6
Recurring revenues	2,039.7	2,056.6	2,062.7
Transactional	415.5	500.1	566.1
Revenues	$2,455.2	$2,556.7	$2,628.8

The following table presents revenues by geography, based on customer location:

	Year Ended December 31,
	2025	2024	2023
Americas	$1,303.0	$1,381.4	$1,405.5
EMEA	654.8	667.8	707.5
APAC	497.4	507.5	515.8
Revenues	$2,455.2	$2,556.7	$2,628.8

For the years ended December 31, 2025, 2024, and 2023, approximately 49%, 50%, and 49% of our revenues were attributed

to customers in the U.S., respectively. No other country accounted for more than 10% of our revenues.

49

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024, the capitalized amount of sales commissions included within Prepaid expenses was

$15.2 and $15.4, respectively, and the capitalized amount included in Other non-current assets was $18.7 and $21.4,

respectively. We have not recorded any impairments against these capitalized commission costs.

The following table presents our contract balances:

	December 31,
	2025	2024
Accounts receivable, net	$821.7	$798.3
Current portion of deferred revenues	$878.6	$859.1
Non-current portion of deferred revenues	$17.0	$16.6

During the year ended December 31, 2025, we recognized revenues of $737.8 attributable to deferred revenues recorded at

the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.

Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the

Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the right to use

our products or provide maintenance services over a contractual term, generally one year or less.

Note 4: Accounts Receivable

Our Accounts receivable, net balance consisted of the following:

	December 31,
	2025	2024
Accounts receivable	$833.6	$814.5
Accounts receivable allowance	(11.9)	(16.2)
Accounts receivable, net	$821.7	$798.3

The change in our accounts receivable allowance related to the following activity during each of the years presented:

	Year Ended December 31,
	2025	2024	2023
Balance at beginning of year	$16.2	$26.6	$27.1
Additional provisions	2.7	3.2	7.0
Write-offs	(7.9)	(12.9)	(9.3)
Exchange rate change	0.9	(0.7)	1.8
Balance at end of year	$11.9	$16.2	$26.6

Note 5: Property and Equipment, Net

Property and equipment, net consisted of the following:

	December 31,
	2025	2024
Computer hardware	$77.1	$64.3
Leasehold improvements	21.3	21.6
Furniture, fixtures, and equipment	44.4	46.6
Finance lease	8.0	8.0
Other	2.3	2.2
Property and equipment, gross	$153.1	$142.7
Accumulated depreciation	(100.4)	(89.2)
Property and equipment, net	$52.7	$53.5

Depreciation expense was $21.9, $19.0, and $23.2 for the years ended December 31, 2025, 2024 and 2023, respectively.

50

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Note 6: Other Intangible Assets, Net and Goodwill

Other intangible assets, net

The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible

assets by major class:

	December 31, 2025			December 31, 2024
	Gross	Accumulated<br><br>Amortization	Net	Gross	Accumulated<br><br>Amortization	Net
Customer relationships	$7,828.2	$(1,875.4)	$5,952.8	$7,773.9	$(1,515.9)	$6,258.0
Technology and content	2,832.2	(1,453.1)	1,379.1	2,748.8	(1,204.6)	1,544.2
Computer software	1,252.1	(758.8)	493.3	1,060.6	(609.2)	451.4
Trade names and other	89.3	(63.3)	26.0	88.4	(57.7)	30.7
Definite-lived intangible assets	$12,001.8	$(4,150.6)	$7,851.2	$11,671.7	$(3,387.4)	$8,284.3
Indefinite-lived trade names	156.9	—	156.9	156.9	—	156.9
Other intangible assets, net	$12,158.7	$(4,150.6)	$8,008.1	$11,828.6	$(3,387.4)	$8,441.2

Amortization expense related to intangible assets was $735.3, $708.0, and $685.1 during the years ended December 31, 2025,

2024, and 2023, respectively.

In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments in

connection with the Value Creation Plan and we recorded an intangible assets impairment charge of $75.0 to write down the

carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book

values.

In connection with the Valipat divestiture and related assets and liabilities held-for-sale as of December 31, 2023 (see Note 2

• Acquisitions and Divestitures for further details), we recorded an intangible assets impairment charge of $132.2 during the

year ended December 31, 2023, primarily associated with purchase-related customer relationships.

As of December 31, 2025, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible

assets, by major class and in total, was as follows:

Customer relationships	18
Technology and content	8
Computer software	5
Trade names and other	6
Total	15

As of December 31, 2025, estimated future amortization expense related to definite-lived intangible assets was as follows:

2026	$697.0
2027	665.0
2028	627.4
2029	574.2
2030	516.4
Thereafter	4,755.5
Amortizing intangible assets	$7,835.5
Internally developed software projects in process	15.7
Definite-lived intangible assets	$7,851.2

51

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Goodwill

The change in the carrying amount of Goodwill by segment was as follows:

	A&G	IP	LS&H	Total<br><br>Consolidated
Balance as of December 31, 2023	$1,109.8	$—	$913.9	$2,023.7
Acquisition	—	13.8	15.8	29.6
Goodwill impairment	—	(13.8)	(451.9)	(465.7)
Divestiture(1)	(20.6)			(20.6)
Impact of foreign currency fluctuations	(0.4)	—	—	(0.4)
Balance as of December 31, 2024	$1,088.8	$—	$477.8	$1,566.6
Impact of foreign currency fluctuations	0.1	—	—	0.1
Balance as of December 31, 2025	$1,088.9	$—	$477.8	$1,566.7
(1) Related to the ScholarOne divestiture and its allocated portion of the A&G segment reporting unit’s goodwill balance. For further details, see Note 2 -<br><br>Acquisitions and Divestitures.

In 2025, 2024, and 2023, we completed quantitative goodwill impairment assessments using a DCF analysis to estimate the

fair value of each of our reporting units. For additional information related to our goodwill impairment testing policy and

procedures, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies.

In the fourth quarter of 2023, we performed our annual goodwill impairment assessment and determined that the carrying

value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in a goodwill impairment

charge of $847.7. The impairments were primarily due to worsening macroeconomic and market conditions.

In the second quarter of 2024, primarily due to sustained declines in our share price, we determined that it was appropriate to

perform an interim quantitative goodwill impairment assessment and concluded that the estimated fair value of the A&G

reporting unit was substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying

value exceeded its fair value; consequently, we recorded a goodwill impairment charge of $302.8.

In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP reporting unit.

We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying

value based on the results of our second quarter 2024 interim quantitative impairment assessment.

In the fourth quarter of 2024, we performed our annual goodwill impairment assessment and, while the estimated fair value

decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit continued to be

substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying value exceeded its fair

value; consequently, we recorded a goodwill impairment charge of $149.1. The impairment was primarily due to sustained

declines in our share price.

In the fourth quarter of 2025, we performed our annual goodwill impairment assessment and concluded that the estimated fair

values of the A&G and LS&H reporting units were in excess of their respective carrying values and therefore, no impairment

charge was required. We continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to

evaluate for potential triggering events, which events may occur in an interim period. If we determine that a triggering event

has occurred, we update our impairment assessment by reviewing and potentially changing assumptions and estimates, which

could result in future impairment charges.

Note 7: Leases

We currently lease office space and certain equipment under non-cancelable operating lease agreements. We also have one

financing lease for office space. Some of our leases include renewal options, which we do not consider with respect to the

lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and

we are not reasonably certain we will exercise the renewal options.

The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information

related to our lease arrangements:

52

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	Year Ended December 31,
	2025	2024	2023
Lease Cost
Operating lease cost	$20.5	$20.2	$22.4
Variable and short-term lease cost	6.4	4.8	6.0
Finance lease cost	2.5	2.4	2.6
Total lease cost	$29.4	$27.4	$31.0
Supplemental Cash Flow Disclosures
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating leases	$26.7	$30.3	$31.9
Operating cash flows for finance leases	2.0	2.1	2.1
Financing cash flows for finance leases	1.3	1.2	1.0
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$8.0	$16.8	$16.2
Other Information
Weighted-average remaining lease term:
Operating leases	4	5	5
Finance leases	11	12	13
Weighted-average discount rate:
Operating leases	6.5%	6.2%	5.2%
Finance leases	6.9%	6.9%	6.9%

The following table presents an analysis of our lease liability maturities as of December 31, 2025:

Year Ending December 31,	Operating Leases	Finance Leases
2026	$21.3	$3.4
2027	15.3	3.4
2028	8.5	3.5
2029	7.2	3.6
2030	4.6	3.7
Thereafter	7.7	22.6
Total undiscounted cash flows	$64.6	$40.2
Present value:
Current lease liabilities	18.4	1.5
Non-current lease liabilities	37.9	26.6
Total lease liabilities	$56.3	$28.1
Interest on lease liabilities	$8.3	$12.1

Note 8: Derivative Instruments

We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use

derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to

help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk.

We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and

the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level

2 of the fair value hierarchy.

Cash flow hedges

We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows related to

interest payments on our outstanding term loans. These swaps are designated as cash flow hedges of the risk associated with

floating interest rates on designated future monthly interest payments. We determine the fair value of our interest rate swaps

by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,

using discount factors based on interest rate yield curves.

53

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

As of December 31, 2025, we have outstanding interest rate swaps with an aggregate notional value of $1,756.9. This amount

includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence on the

October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:

Type	Notional Value	Maturity Date
Swaps entered May 2023	739.2	October 2026
Swaps entered June 2025	402.7	January 2031
Swap entered December 2025	115.0	January 2031
Forward-starting swaps entered Aug 2025	500.0	January 2030
Total	1,756.9

All values are in US Dollars.

Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets,

with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are reclassified to Interest

expense, net in the same period during which the hedged transactions affect earnings. As of December 31, 2025, we estimate

that approximately $2.1 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings

within the next 12 months. For additional information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.

Fair value hedges

In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0, maturing

in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest

expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based

on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the

remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the

remaining cash flows in the valuation currency.

Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and

are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.

Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are

reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 10 -

Shareholders' Equity.

Net investment hedge

In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency

exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this

swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot

rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the

life of the swap.

Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency

translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will

be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional

information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.

Derivatives not designated as accounting hedges

We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our

exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of December 31, 2025

and December 31, 2024, the notional amount of our outstanding foreign currency forward contracts was $162.1 and $91.1,

respectively.

We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each

reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the

current month-end exchange rate to the notional value of the trade using the trade date exchange rate.

The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),

net. We recognized a (gain) loss from the fair value adjustment of $(2.2), $2.3 and $(0.8) for the years ended December 31,

2025, 2024, and 2023, respectively.

The following table provides the location and the fair value of our derivative instruments in the Consolidated Balance Sheets

as of December 31, 2025 and December 31, 2024:

54

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	Balance Sheet Location	December 31, 2025	December 31, 2024
Cash flow hedging relationships:
Interest rate swaps	Other current assets	$3.2	$—
Interest rate swaps	Other non-current assets	1.8	14.7
Interest rate swaps	Other non-current liabilities	3.6	—
Fair value hedging relationships:
Cross-currency swaps	Other non-current liabilities	5.8	—
Net investment hedge:
Cross-currency swap	Other non-current assets	—	3.7
Cross-currency swap	Accrued expenses and other current liabilities	8.0	—
Not designated as accounting hedges:
Foreign currency forwards	Other current assets	1.2	—
Foreign currency forwards	Accrued expenses and other current liabilities	0.1	1.1
Total derivative assets		$6.2	$18.4
Total derivative liabilities		$17.5	$1.1

Note 9: Debt

The following table summarizes our total indebtedness:

	December 31, 2025
Type	Effective<br><br>Interest<br><br>Rate	CarryingValue	Carrying<br><br>Value
Senior Secured Notes	4.500%	100.0	$700.0
Senior Secured Notes	3.875%	921.2	921.2
Senior Notes	4.875%	921.4	921.4
Revolving Credit Facility	6.466%	—	—
Term Loan Facility (Tranche 1)	6.466%	1,999.2	1,999.2
Term Loan Facility (Tranche 2)	6.966%	500.0	—
Finance lease	6.936%	28.1	29.3
Total debt outstanding		4,469.9	$4,571.1
Debt discounts and issuance costs		(46.9)	(51.1)
Current portion of long-term debt(1)		(101.5)	(1.3)
Long-term debt		4,321.5	$4,518.7
(1) 100.0 relates to the Senior Secured Notes due November 2026.

All values are in US Dollars.

Senior Secured Notes (2026)

In May 2025, we used the proceeds from the incremental Tranche 2 term loans under the Credit Facilities (described below)

to redeem $500.0 aggregate principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid

interest through the May 30, 2025 redemption date. In September 2025, we redeemed an additional $100.0 aggregate

principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September

30, 2025 redemption date, and in January 2026, we redeemed the remaining $100.0 aggregate principal amount, plus accrued

and unpaid interest through the January 30, 2026 redemption date.

Interest on the Senior Secured Notes due 2026 was payable semi-annually to holders of record on May 1 and November 1 of

each year. The Senior Secured Notes due 2026 were secured on a first-lien pari passu basis with borrowings under our credit

facilities and Senior Secured Notes due 2028. These Notes were guaranteed on a joint and several basis by each of our

indirect subsidiaries that was an obligor or guarantor under our credit facilities and were secured on a first-priority basis by

55

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

the collateral owned or subsequently acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secured

the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).

Senior Notes (2029) and Senior Secured Notes (2028)

Interest on the Senior Notes due 2029 and Senior Secured Notes due 2028 is payable semi-annually to holders of record on

June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with

borrowings under our credit facilities. Both series of Notes are guaranteed on a joint and several basis by each of our indirect

subsidiaries that is an obligor or guarantor under our credit facilities.

The Senior Notes due 2029 and Senior Secured Notes due 2028 are subject to redemption as a result of certain changes in

control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at our

election, both series of Notes may be redeemed during the 12 month period commencing on June 30 of each of the years

based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.

	Redemption Price<br><br>(as a percentage of principal)
Period	Senior Notes (2029)	Senior Secured Notes (2028)
2025	101.219%	100.969%
2026 and thereafter	100.000%	100.000%

The indentures governing these Notes contain covenants which, among other things, limit the incurrence of additional

indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making

restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision

of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the

transfer or sale of assets, and the creation of certain liens. As of December 31, 2025, we were in compliance with all of the

indenture covenants.

The Credit Facilities

We have a revolving credit facility and a term loan facility (together, the “Credit Facilities”), as further described below. The

Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and

certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities,

subject to customary exceptions. The credit agreement governing the Credit Facilities contains customary events of default

and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred

stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate

transactions, or incurring certain liens.

The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be

accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material

inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the

Senior Secured Notes due 2028 and the Senior Notes due 2029), voluntary and involuntary bankruptcy proceedings, material

money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change

of control events, and other customary events of default, in each case subject to threshold, notice, and grace period

provisions.

We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage

ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2025, we were in compliance with the

covenants for the credit facilities.

Revolving Credit Facility (2029)

Our $775.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit

of $77.0). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to its

maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior

Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original

maturity date).

In August 2025, we increased the availability under our revolving credit facility from $700.0 to $775.0. All other terms

related to the revolving credit facility were substantively unchanged. As of December 31, 2025, letters of credit totaling $6.5

were collateralized by the revolving credit facility.

56

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

The revolving credit facility carries a base interest rate at Term SOFR, plus 3.25% per annum (which decreases to 3.00% or

2.75% per annum upon the achievement of certain first lien leverage ratios as defined in the credit agreement governing the

Credit Facilities). The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum,

based on first lien leverage ratios) times the unutilized amount of total revolving commitments.

Term Loan Facility (2031)

Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a

base interest rate at Term SOFR, plus 2.75% per annum. In May 2025, we entered into an incremental $500.0 tranche of term

loans. These Tranche 2 term loans carry a base interest rate at Term SOFR, plus 3.25% per annum. The issuance proceeds

were used to redeem a portion of the Senior Secured Notes due 2026 described above.

The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due

to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market

observable data for debt with similar prepayment features. The fair value of our debt was $4,369.9 and $4,423.2 at December

31, 2025 and December 31, 2024, respectively, and is considered Level 2 under the fair value hierarchy.

Amounts due under our outstanding borrowings as of December 31, 2025 are as follows:

2026	$101.5
2027	1.7
2028	923.1
2029	923.5
2030	2.3
Thereafter	2,517.8
Total maturities	$4,469.9
Less: capitalized debt issuance costs and original issue discount	(46.9)
Total, including the current portion of long-term debt	$4,423.0

Note 10: Shareholders' Equity

Share Repurchase Program

In February 2022, the Board approved the purchase of up to $1,000.0 of our ordinary shares through open-market purchases,

to be executed through December 31, 2023. In May 2023, the Board approved the extension of the share repurchase

authorization, but reduced the authorization from $1,000.0 to $500.0, to be executed through December 31, 2024. In

December 2024, the Board authorized a new share repurchase program of up to $500.0 of our ordinary shares for a period of

two years, from January 1, 2025 through December 31, 2026.

During the year ended December 31, 2023, we repurchased approximately 13.8 million ordinary shares for $100.0 at an

average price of $7.22 per share. During the year ended December 31, 2024, we repurchased approximately 34.4 million

ordinary shares for $200.0 at an average price of $5.81 per share. During the year ended December 31, 2025, we repurchased

approximately 56.0 million ordinary shares for $224.5 at an average price of $4.01 per share. All repurchased shares were

immediately retired and restored as authorized but unissued ordinary shares.

Accumulated Other Comprehensive Loss (“AOCL”)

The table below provides information about the changes in AOCL by component and the related amounts reclassified to net

earnings during the periods indicated (net of tax).

57

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	Defined benefit<br><br>pension plans	Foreign currency<br><br>translation<br><br>adjustment(2)	AOCL
Balance as of December 31, 2022	$1.5	$(705.5)	$(665.9)
Other comprehensive income (loss) before reclassifications	(1.1)	194.2	208.0
Reclassifications from AOCL to net earnings	—	(0.6)	(37.4)
Net other comprehensive income (loss)	(1.1)	193.6	170.6
Balance as of December 31, 2023	$0.4	$(511.9)	$(495.3)
Other comprehensive income (loss) before reclassifications	(0.8)	(40.4)	(25.1)
Reclassifications from AOCL to net earnings	—	15.7	(5.9)
Net other comprehensive income (loss)	(0.8)	(24.7)	(31.0)
Balance as of December 31, 2024	$(0.4)	$(536.6)	$(526.3)
Other comprehensive income (loss) before reclassifications	(0.7)	83.2	85.6
Reclassifications from AOCL to net earnings	—	(0.9)	(12.4)
Net other comprehensive income (loss)	(0.7)	82.3	73.2
Balance as of December 31, 2025	$(1.1)	$(454.3)	$(453.1)
(1) Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the year ended December 31, 2025, also includes the excluded component of our cross-currency swaps designated as fair value hedges. Refer to Note 8 - Derivative Instruments for further information.
(2) Includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to , as well as amounts related to our cross-currency swap designated as a net investment hedge.

All values are in US Dollars.

Conversion of Preferred Shares into Ordinary Shares

On June 3, 2024, all 14.4 million outstanding shares of our 5.25% Series A Mandatory Convertible Preferred Shares

(“MCPS”) automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS

share. All accumulated preferred dividends were paid prior to the conversion.

Note 11: Share-based Compensation

We grant share-based awards under the Clarivate Plc 2019 Incentive Award Plan (“the Plan”). A maximum aggregate amount

of 85.0 million ordinary shares are reserved for issuance under the Plan. The Plan provides for the issuance of options, share

appreciation rights, restricted shares, restricted share units, and cash awards. As of December 31, 2025 and 2024,

approximately 32.1 million and 20.7 million shares, respectively, of our ordinary shares were available for share-based

awards.

Total share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, comprised the following:

	Year Ended December 31,
	2025	2024	2023
Cost of revenues	$17.4	$14.6	$39.9
Selling, general and administrative costs	45.6	46.0	69.0
Total share-based compensation expense	$63.0	$60.6	$108.9

Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows:

	Year Ended December 31,
	2025	2024	2023
Provision (benefit) for income taxes	$(1.8)	$(2.2)	$(8.7)

RSUs and PSUs

RSUs typically vest from one to three years under a graded vesting method. RSUs do not have nonforfeitable rights to

dividends or dividend equivalents. The fair value of RSUs is based on the fair value of our common shares on the date of

grant.

PSUs typically either cliff vest over three years or vest ratably between three and five years. Payout percentages are based on

accomplishing certain levels of growth and profitability, subsequently adjusted for our total shareholder return (“TSR”)

compared to the TSR of the S&P 500. We use a Monte Carlo simulation to determine the fair value of our PSUs at grant date.

58

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Each quarter, we evaluate the likelihood that the performance criteria will be met. As the number of PSUs expected to vest

increases or decreases, compensation expense is also adjusted up or down to reflect the number of shares expected to vest and

the cumulative vesting period met to date.

A summary of RSU and PSU activity for the year ended December 31, 2025, is presented below:

	Year Ended December 31, 2025
	RSUs	PSUs
Outstanding at December 31, 2024	12.3	4.0
Granted	18.4	2.9
Vested	(7.2)	(0.6)
Forfeited	(2.6)	(1.3)
Outstanding at December 31, 2025	20.9	5.0
Total remaining unamortized compensation costs	41.1	20.4
Weighted average remaining service period	1.0 years	1.6 years

All values are in US Dollars.

The 2025, 2024, and 2023 weighted average grant date fair value for RSUs was $4.14, $6.89, and $10.34 and for PSUs was

$4.68, $7.77, and $13.55, respectively.

For the years ended December 31, 2025, 2024, and 2023, the fair value of RSUs vested was $30.3, $45.3, and $62.4,

respectively, and the fair value of PSUs vested was insignificant.

Stock Options

No stock option awards have been granted to plan participants since 2019. As of December 31, 2025 and 2024, there was no

unrecognized compensation cost related to outstanding stock options. As of December 31, 2025, we have 0.6 million options

vested and exercisable at a weighted average exercise price per share of $11.71 with a weighted-average remaining

contractual life of 1.6 years.

Note 12: Restructuring and Other Impairments

We have engaged in various restructuring programs to strengthen our business and streamline our operations, including

taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:

•Value Creation Plan - During the fourth quarter of 2024, we approved a broad-based plan to optimize our business

model, which includes a cost rationalization component. We have extended this program to include additional

reductions in force and lease rationalization activities in 2026. We expect to incur approximately $25 of additional

costs associated with this plan, primarily in 2026.

•Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational

costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in

workforce. This program is complete.

•ProQuest Acquisition Integration - During the fourth quarter of 2021, we approved a restructuring plan to reduce

operational costs within targeted areas of the Company, with the primary cost savings driver being from a reduction

in workforce. This program is complete.

59

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

The following table summarizes the pre-tax charges by activity and program during the periods indicated:

	Year Ended December 31,
	2025	2024	2023
Severance and related benefit costs:
Value Creation Plan	$48.5	$0.5	$—
Segment Optimization	0.4	19.9	13.4
ProQuest Acquisition Integration	—	(0.1)	16.7
Total Severance and related benefit costs	48.9	20.3	30.1
Exit and disposal costs:
Value Creation Plan	1.8	0.1	—
Segment Optimization Program	—	0.3	—
ProQuest Acquisition Integration	—	—	0.2
Total Exit and disposal costs	1.8	0.4	0.2
Lease abandonment costs:
Value Creation Plan	—	—	—
Segment Optimization	—	(1.1)	3.7
ProQuest Acquisition Integration	—	—	(0.1)
Total Lease abandonment costs	—	(1.1)	3.6
Restructuring costs	$50.7	$19.6	$33.9

The following table summarizes the pre-tax charges by program and segment during the periods indicated:

	Year Ended December 31,
	2025	2024	2023
Academia & Government:
Value Creation Plan	$21.2	$0.1	$—
Segment Optimization	—	7.0	4.8
ProQuest Acquisition Integration	—	(0.1)	9.0
Total A&G	21.2	7.0	13.8
Intellectual Property:
Value Creation Plan	15.4	0.5	—
Segment Optimization	0.3	5.3	4.6
ProQuest Acquisition Integration	—	—	4.6
Total IP	15.7	5.8	9.2
Life Sciences & Healthcare:
Value Creation Plan	13.7	—	—
Segment Optimization	0.1	6.8	7.7
ProQuest Acquisition Integration	—	—	3.2
Total LS&H	13.8	6.8	10.9
Restructuring costs	$50.7	$19.6	$33.9

60

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:

	Severance and<br><br>related benefit costs	Exit, disposal, and<br><br>abandonment costs	Total
Reserve balance as of December 31, 2023	$5.9	$1.4	$7.3
Expenses recorded	20.3	(0.7)	19.6
Payments made	(22.4)	(4.8)	(27.2)
Noncash items	(1.5)	4.1	2.6
Reserve balance as of December 31, 2024	$2.3	$—	$2.3
Expenses recorded	48.9	1.8	50.7
Payments made	(41.3)	(1.8)	(43.1)
Noncash items	(3.4)	—	(3.4)
Reserve balance as of December 31, 2025	$6.5	$—	$6.5

Other impairments

In the fourth quarter of 2023, we recorded a charge of approximately $6.1 related to the impairment of two equity

investments, both of which were fully impaired.

Note 13: Income Taxes

The components of the Provision (benefit) for income taxes by jurisdiction were as follows:

	Year Ended December 31,
	2025	2024	2023
Current
U.K.	$3.1	$2.3	$(1.2)
U.S. federal	(5.6)	19.0	14.5
U.S. state	(2.0)	3.1	4.4
Other	53.0	36.8	(40.8)
Total current	48.5	61.2	(23.1)
Deferred
U.K.	1.9	0.8	(0.4)
U.S. federal	(1.4)	(20.0)	(30.5)
U.S. state	(5.5)	(3.2)	(4.4)
Other	(36.3)	44.1	(42.9)
Total deferred	(41.3)	21.7	(78.2)
Provision (benefit) for income taxes	$7.2	$82.9	$(101.3)

The components of Income (loss) before income taxes were as follows:

	Year Ended December 31,
	2025	2024	2023
U.K. income (loss)	$(123.6)	$(155.4)	$(180.1)
U.S. income (loss)	(80.9)	(437.8)	(477.9)
Other income (loss)	10.6	39.4	(354.5)
Income (loss) before income taxes	$(193.9)	$(553.8)	$(1,012.5)

Effective tax rate reconciliation

While we are a public limited company incorporated under the laws of Jersey, Channel Islands, we are a tax resident of the

United Kingdom.

The following tables present reconciliations between the statutory U.K. income tax rate and our effective tax rate (“ETR”) for

the years ended December 31, 2025, 2024, and 2023. The 2025 reconciliation is presented in accordance with ASU 2023-09,

Improvements to Income Tax Disclosures, which we adopted on a prospective basis during the year ended December 31,

2025.

61

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	Year Ended December 31, 2025
	Amount	Percent
U.K. statutory tax rate	$(48.5)	25.0%
Foreign tax effects:
United States:
Legal entity restructuring	(51.7)	26.7%
Waived deductions under Section 59A	43.8	(22.6)%
Valuation allowance	15.0	(7.7)%
BEAT	(7.1)	3.7%
State and local income taxes, net of federal benefit	(7.1)	3.7%
Share-based compensation	6.6	(3.4)%
R&D credits	(5.4)	2.8%
Foreign branch	4.8	(2.5)%
Statutory income tax rate differential	3.2	(1.7)%
Subpart F income	2.7	(1.4)%
Other	0.8	(0.4)%
Germany:
Local trade tax	(10.9)	5.6%
Effect of different tax rates	7.9	(4.1)%
Other	1.7	(0.9)%
Israel:
Effect of different tax rates	(4.9)	2.5%
Other	0.6	(0.3)%
Mexico:
Valuation allowance	3.7	(1.9)%
Other	(0.6)	0.3%
Brazil:
Withholding tax	2.8	(1.4)%
Other	(0.4)	0.2%
Other foreign jurisdictions	5.6	(2.9)%
Changes in valuation allowances	31.1	(16.0)%
Effect of cross-border tax laws	2.5	(1.3)%
Nontaxable or nondeductible items	2.2	(1.1)%
Changes in unrecognized tax benefits	9.6	(5.0)%
Other adjustments	(0.8)	0.4%
Effective tax rate	$7.2	(3.7)%

62

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	Year Ended December 31,
	2024	2023
Income (loss) before income taxes	$(553.8)	$(1,012.5)
Provision (benefit) for income taxes	82.9	(101.3)
Statutory rate	25.0%	23.5%
Effect of different tax rates	(0.6)%	—%
BEAT	(1.2)%	(0.7)%
Change in tax law	(9.6)%	—%
Valuation allowances	(2.2)%	(4.4)%
Share-based compensation	(2.4)%	(1.3)%
Other permanent differences	(1.2)%	(0.6)%
Withholding tax	(0.7)%	(0.5)%
Uncertain tax positions	(0.9)%	7.0%
Outside basis difference in foreign subsidiary	(1.6)%	2.1%
Impairments	(18.8)%	(15.4)%
Divestitures	(1.1)%	—%
Tax credits	1.8%	0.6%
Other	(1.5)%	(0.3)%
Effective tax rate	(15.0)%	10.0%

The income tax provision of $7.2 for the year ended December 31, 2025 was primarily driven by the mix of tax jurisdictions

in which pre-tax profits and losses were recognized. These were partially offset by income tax benefits of $21.7 and $10.9 in

the U.S. and U.K., respectively, that resulted from intra-entity transactions, as well as a $7.1 benefit due to a reduction in the

Base Erosion and Anti-Abuse Tax (“BEAT”).

The income tax provision of $82.9 for the year ended December 31, 2024 was driven by a $53.9 expense related to a new

15% corporate income tax enacted by a tax law change in Jersey, Channel Islands, a $10.2 expense to establish valuation

allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized. These were

partially offset by benefits of $16.6 and $14.2 associated with the impairment of intangible assets and goodwill, respectively.

Deferred tax assets and liabilities

The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and

liabilities were as follows:

63

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	December 31,
	2025	2024
Accounts receivable	$1.3	$1.9
Accrued expenses	18.4	12.2
Deferred revenue	2.1	0.9
Partnerships outside basis difference	143.9	40.9
Other assets	19.0	24.0
Debt issuance costs	7.9	10.4
Lease liabilities	11.3	8.4
Goodwill	422.0	527.4
Operating losses and tax attributes	938.2	835.4
Fixed assets, net	1.3	—
Total deferred tax assets	1,565.4	1,461.5
Valuation allowances	(1,340.4)	(1,279.7)
Net deferred tax assets	225.0	181.8
Other identifiable intangible assets, net	(385.6)	(365.1)
Other liabilities	(25.1)	(20.9)
Right-of-use assets	(9.2)	(5.4)
Fixed assets, net	—	(15.2)
Total deferred tax liabilities	(419.9)	(406.6)
Net deferred tax liabilities	$(194.9)	$(224.8)

Deferred tax assets and liabilities are presented net in the Consolidated Balance Sheets if they are in the same jurisdiction.

The components of the net deferred tax liability, as reported in the Consolidated Balance Sheets, were as follows:

	December 31,
	2025	2024
Deferred tax asset	$17.2	$48.5
Deferred tax liability	(212.1)	(273.3)
Net deferred tax liability	$(194.9)	$(224.8)

We are required to assess the realization of our deferred tax assets and the need for a valuation allowance. The assessment

requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The

valuation allowance was $1,340.4 and $1,279.7 as of December 31, 2025 and 2024, respectively, against certain deferred tax

assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2025 and

2024, the valuation allowance increased by $60.7 and $23.1, respectively.

As of December 31, 2025, we had gross U.S. federal tax loss carryforwards of $2,115.7, U.K. tax loss carryforwards of

$592.0, U.S. state tax loss carryforwards of $1,001.6, and tax loss carryforwards in other foreign jurisdictions of $59.8. The

carryforward period for U.S. federal tax losses is twenty years for losses generated in tax years ended prior to December 31,

2017. The expiration period for these losses begins in 2036. For U.S. losses generated in tax years beginning after January 1,

2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward

period for U.S. state losses varies, and the expiration period is between 2026 and 2044. The carryforward period of other

losses varies by jurisdiction. As of December 31, 2025, we also had R&D and other tax credit carryforwards of $32.3 that

have various carryforward periods, and the expiration period begins in 2027.

We have provided income taxes and withholding taxes in the amount of $13.5 on the undistributed earnings of foreign

subsidiaries as of December 31, 2025. In general, we are not permanently reinvesting our foreign earnings offshore.

64

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Deferred tax valuation allowance

The following table summarizes the changes in our deferred tax valuation allowance:

	December 31,
	2025	2024	2023
Beginning balance, January 1	$1,279.7	$1,256.6	$1,179.3
Change charged to expense/(income)	26.4	31.1	51.4
Change charged to CTA	34.3	(8.0)	25.9
Ending balance, December 31	$1,340.4	$1,279.7	$1,256.6

Taxes paid by jurisdiction

The following table presents income taxes paid, net of refunds, by jurisdiction in accordance with ASU 2023-09,

Improvements to Income Tax Disclosures for the year ended December 31, 2025:

	Year Ended<br><br>December 31, 2025
U.K.	$(3.0)
Foreign:
India	6.7
U.S. federal	6.4
Germany federal	4.5
South Korea	3.8
Spain	3.1
Sweden	2.3
Brazil	2.2
Other foreign	16.1
Total	$42.1

Uncertain tax positions

Unrecognized tax benefits represent the difference between the tax benefits that we are able to recognize for financial

reporting purposes and the tax benefits that have been recognized, or are expected to be recognized, in filed tax returns. The

total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate was $38.3 and $30.8 as

of December 31, 2025 and 2024, respectively.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of

December 31, 2025 and 2024, the amount accrued was $5.3 and $3.2, respectively. Interest and penalties recognized for the

years ended December 31, 2025, 2024, and 2023 were $2.0, $0.7, and $(23.2).

We file income tax returns in the U.K., the U.S., and various other jurisdictions. As of December 31, 2025, our open tax years

subject to examination were 2017 through 2024, which includes the major jurisdictions in the U.K. and the U.S.

The following table summarizes our unrecognized tax benefits, excluding interest and penalties:

	December 31,
	2025	2024	2023
Beginning balance, January 1	$30.8	$26.0	$83.8
Increases for tax positions taken in prior years	5.3	3.3	1.1
Increases for tax positions taken in the current year	2.8	2.1	1.6
Decreases for tax positions taken in prior years	(0.4)	(0.5)	(54.1)
Decreases related to settlements with tax authorities	—	—	(6.2)
Decreases due to statute expirations	(0.2)	(0.1)	(0.2)
Ending balance, December 31	$38.3	$30.8	$26.0

65

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Note 14: Earnings Per Share

The basic and diluted EPS computations for our ordinary shares are calculated as follows:

	Year Ended December 31,
	2025	2024	2023
Basic EPS
Net income (loss)	$(201.1)	$(636.7)	$(911.2)
Dividends on preferred shares	—	31.3	75.4
Net income (loss) attributable to ordinary shares	$(201.1)	$(668.0)	$(986.6)
Weighted average shares, basic	673.3	693.6	671.6
Basic EPS	$(0.30)	$(0.96)	$(1.47)
Diluted EPS
Net income (loss) attributable to ordinary shares	$(201.1)	$(668.0)	$(986.6)
Change in fair value of private placement warrants	—	—	—
Net income (loss) attributable to ordinary shares, diluted	$(201.1)	$(668.0)	$(986.6)
Weighted average shares, basic	673.3	693.6	671.6
Weighted average effect of potentially dilutive shares	—	—	—
Weighted average shares, diluted	673.3	693.6	671.6
Diluted EPS	$(0.30)	$(0.96)	$(1.47)

Potential ordinary shares on a gross basis of 20.5 million related to share-based awards were excluded from diluted EPS for

the year ended December 31, 2025, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis

of 20.2 million and 32.7 million related to share-based awards and private placement warrants were excluded from diluted

EPS for the years ended December 31, 2024 and 2023, respectively, as their inclusion would have been antidilutive.

As a result of the MCPS conversion described in Note 10 - Shareholders' Equity, during the year ended December 31, 2024,

the converted MCPS shares were included in basic EPS for the period subsequent to the conversion. Prior to the conversion,

the MCPS shares were evaluated for inclusion in diluted EPS using the if-converted method and, in each period presented,

were excluded from diluted EPS as their inclusion would have been antidilutive.

Note 15: Segment Information

As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our

business into the following three reportable segments, based on the different products and services we offer and the markets

we serve:

•Academia & Government. Working with the scientific and academic community, we empower institutions and

libraries to drive research excellence and student outcomes by connecting trusted content, deep expertise, and

responsible innovation. Our A&G segment is home to research, education, and library solutions, including Web of

Science, ProQuest, Ex Libris, and Innovative.

•Intellectual Property. Our comprehensive intellectual property data, software, and expertise helps companies drive

innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect

critical intellectual property assets. Our IP segment is home to Derwent Innovation, CompuMark, Innography,

IPfolio, FoundationIP, and other IP solutions.

•Life Sciences & Healthcare. Our connected data, deep expertise, and intelligence platforms empower life sciences

and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially

successful treatments and solutions to patients faster. Our LS&H segment is home to comprehensive solutions used

by pharma, biotech, and medtech companies, including Cortellis, Medtech, Market Access and Commercialization,

and deep consulting expertise.

66

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Our chief operating decision maker (“CODM”) is our chief executive officer (“CEO”), who evaluates performance for our

reportable segments based primarily on revenues and Adjusted EBITDA. Our CEO uses these measures predominantly

during the annual budgeting process and the quarterly forecast update and reporting process to identify and evaluate

investment decisions that provide the best opportunities to accelerate revenue growth and provide incremental margin

improvement. Our CEO does not review assets by segment for the purpose of assessing performance or allocating resources

due to the significant amount of intangible assets acquired through business combinations, as well as the centralized nature of

our working capital management functions.

Significant segment expenses include people-related costs, royalties and other product costs, technology costs (comprised

primarily of software licenses and hosting costs), and outside service costs (comprised primarily of professional services and

contracted labor). Other costs primarily include facilities costs and product marketing costs.

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.

The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total

reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:

67

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

	2024	2023
Academia & Government
Revenues	$1,326.4	$1,323.3
People-related costs	(349.7)	(352.8)
Royalties and other product costs	(248.5)	(247.7)
Technology costs	(80.5)	(75.6)
Outside service costs	(39.9)	(43.0)
Other costs	(44.0)	(45.7)
A&G Adjusted EBITDA	$563.8	$558.5
Intellectual Property
Revenues	$811.4	$862.7
People-related costs	(283.3)	(277.7)
Royalties and other product costs	(76.1)	(91.3)
Technology costs	(46.3)	(44.6)
Outside service costs	(21.1)	(22.7)
Other costs	(26.1)	(26.0)
IP Adjusted EBITDA	$358.5	$400.4
Life Sciences & Healthcare
Revenues	$418.9	$442.8
People-related costs	(190.8)	(188.0)
Royalties and other product costs	(37.6)	(43.5)
Technology costs	(27.1)	(24.5)
Outside service costs	(13.0)	(14.4)
Other costs	(12.3)	(14.1)
LS&H Adjusted EBITDA	$138.1	$158.3
Total Reportable Segments
Revenues	$2,556.7	$2,628.8
People-related costs	(823.8)	(818.5)
Royalties and other product costs	(362.2)	(382.5)
Technology costs	(153.9)	(144.7)
Outside service costs	(74.0)	(80.1)
Other costs	(82.4)	(85.8)
Total Reportable Segments Adjusted EBITDA	$1,060.4	$1,117.2
Benefit (provision) for income taxes	(82.9)	101.3
Depreciation and amortization	(727.0)	(708.3)
Interest expense, net	(283.4)	(293.7)
Share-based compensation expense	(60.6)	(108.9)
Goodwill and intangible asset impairments	(540.7)	(979.9)
Restructuring and lease impairments	(19.6)	(40.0)
Fair value adjustment of warrants	5.2	15.9
Transaction related costs	(17.9)	(8.2)
Other(1)	29.8	(6.6)
Net income (loss)	$(636.7)	$(911.2)
(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. This amount includes a net gain on sale of 54.7 from divestitures in 2024 and a gain of 49.4 related to a legal settlement in 2023. See Note 2 - Acquisitions and Divestitures and Note 16 - Commitments and Contingencies for further details.

All values are in US Dollars.

68

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

Long-Lived Assets by Geography

The following table summarizes our long-lived assets by geography, based on physical location. Long-lived assets consist of

Property and equipment, net and Operating lease right-of-use assets and exclude Goodwill, Other intangible assets, net,

Deferred income taxes, and Other assets.

	Year Ended December 31,
	2025	2024
U.S.	$28.7	$35.0
India	17.0	18.9
U.K.	15.6	18.1
All other	38.0	35.1
Total long-lived assets	$99.3	$107.1

Note 16: Commitments and Contingencies

Lawsuits and Legal Claims

We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of

business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,

employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution,

including the uncertainties of litigation.

From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that

may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the

matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are

currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.

We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance,

which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation

matters.

During the year ended December 31, 2023, we reached settlement related to a large legal claim, which was covered by

insurance. We recognized a total gain on settlement of

$49.4

which is included in Other operating expense (income), net in

the Consolidated Statement of Operations.

Between January and March 2022, three putative securities class action complaints were filed in the United States District

Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there

were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed

to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022.

On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of

shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate

ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a

September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting

treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on

December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued

financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made

false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth

rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to

dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23,

2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10,

2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and

permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental

briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are

currently pending.

In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of

Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations,

with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares

in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary

69

Table of Contents

CLARIVATE PLC

Notes to Consolidated Financial Statements

objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied

a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary

objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29,

2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024.

On April 25, 2025, the court issued an order permitting the parties to take discovery on issues raised in the Company’s

preliminary objections related to standing, and to file supplemental briefs upon completion of such discovery. The parties

filed their supplemental briefs on December 9, 2025. On February 18, 2026, following oral argument, the court entered an

order sustaining in part the preliminary objections for plaintiff’s failure to plead standing, dismissing the second amended

complaint without prejudice, with leave for plaintiff to file a third amended complaint, and overruling the remainder of the

preliminary objections without prejudice to being reasserted, if appropriate, in response to any third amended complaint.

Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the

early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from

these matters.

Item 9. Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have

evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, as of December 31, 2025. Based on that evaluation, our CEO and CFO have concluded that, as of such date,

our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be

disclosed in the reports required to be filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and

reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our

management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial

statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Clarivate’s management, under the supervision and with the participation of the CEO and CFO, assessed the effectiveness of

our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).

Based on management’s evaluation, we have concluded that our internal control over financial reporting was effective as of

December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under

Item 8. Financial Statements and Supplementary Data of this annual report.

70

Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that

materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the

Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement

(as such terms are defined in Item 408(a) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement on Schedule

14A for our 2026 Annual General Meeting of Shareholders (“Proxy Statement”), which will be filed no later than 120 days

after December 31, 2025.

We have adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by

directors, officers, and employees and other covered persons that we believe is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. With regard to trading in

our own securities, it is also our policy to comply with applicable securities laws, rules and regulations, and listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this annual report.

Item 11. Executive Compensation.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no

later than 120 days after December 31, 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no

later than 120 days after December 31, 2025. The information provided in Part II, Item 5 of this annual report is incorporated

by reference herein.

Item 13. Certain Relationships and Related Transactions, and Director

Independence.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no

later than 120 days after December 31, 2025.

Item 14. Principal Accountant Fees and Services.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no

later than 120 days after December 31, 2025.

71

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) Index of Financial Statements

The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this annual report (see

Part II, Item 8).

(b) Index of Exhibits

The following exhibits are filed as part of this annual report or are incorporated herein by reference:

Exhibit<br><br>Number	Description
3.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to<br><br>Clarivate’s Form 8-K filed May 12, 2021)
4.1	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated<br><br>by reference to Exhibit 4.1 to Clarivate’s Annual Report on Form 10-K filed February 19, 2025)
4.2	Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington<br><br>Trust, National Association, as trustee and collateral agent, relating to the Issuer’s 3.875% senior secured notes<br><br>due 2028 (incorporated by reference to Exhibit 4.1 to Clarivate’s Form 8-K filed August 19, 2021)
4.3	Form of 3.875% senior secured note due 2028 (included as Exhibit A to Exhibit 4.9 hereto)
4.4	First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among<br><br>Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National<br><br>Association, as trustee and collateral agent, governing the Issuer’s 3.875% Senior Secured Notes due 2028<br><br>(incorporated by reference to Exhibit 4.2 to Clarivate’s Form 8-K filed December 1, 2021)
4.5	Second Supplemental Indenture dated as of April 14, 2022, to the indenture dated as of August 19, 2021 among<br><br>Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National<br><br>Association, as trustee and collateral agent, governing the Issuer’s 3.875% Senior Secured Notes due 2028<br><br>(incorporated by reference to Exhibit 4.3 to Clarivate’s Quarterly Report on Form 10-Q filed November 6, 2024)
4.6	Third Supplemental Indenture dated as of September 13, 2024, to the indenture dated as of August 19, 2021<br><br>among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust,<br><br>National Association, as trustee and collateral agent, governing the Issuer’s 3.875% Senior Secured Notes due<br><br>2028 (incorporated by reference to Exhibit 4.4 to Clarivate’s Quarterly Report on Form 10-Q filed November 6,<br><br>2024)
4.7	Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington<br><br>Trust, National Association, as trustee, relating to the Issuer’s 4.875% senior notes due 2029 (incorporated by<br><br>reference to Exhibit 4.2 to Clarivate’s Form 8-K filed August 19, 2021)
4.8	Form of 4.875% senior note due 2029 (included as Exhibit A to Exhibit 4.14 hereto)
4.9	First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among<br><br>Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National<br><br>Association, as trustee, governing the Issuer’s 4.875% Senior Notes due 2029 (incorporated by reference to<br><br>Exhibit 4.3 to Clarivate’s Form 8-K filed December 1, 2021)
4.10	Second Supplemental Indenture dated as of April 14, 2022, to the indenture dated as of August 19, 2021 among<br><br>Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National<br><br>Association, as trustee, governing the Issuer’s 4.875% Senior Notes due 2029 (incorporated by reference to<br><br>Exhibit 4.5 to Clarivate’s Quarterly Report on Form 10-Q filed November 6, 2024)
4.11	Third Supplemental Indenture dated as of September 13, 2024, to the indenture dated as of August 19, 2021<br><br>among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust,<br><br>National Association, as trustee, governing the Issuer’s 4.875% Senior Notes due 2029 (incorporated by reference<br><br>to Exhibit 4.6 to Clarivate’s Quarterly Report on Form 10-Q filed November 6, 2024)
10.1	Investor Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.1 to Clarivate’s<br><br>Form 8-K filed October 1, 2020)
10.2	Registration Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.2 to<br><br>Clarivate’sForm 8-K filed October 1, 2020)

72

Table of Contents

10.3	Amendment No. 1 to the Registration Rights Agreement dated as of December 1, 2021 (incorporated by reference<br><br>to Exhibit 10.1 to Clarivate’s Form 8-K filed December 1, 2021)
10.4	Investment Agreement dated as of March 4, 2024, by and between Clarivate Plc and Exor N.V. (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Form 8-K filed March 4, 2024)
10.5	Amendment No. 7 dated as of May 30, 2025 to Credit Agreement dated as of October 31, 2019 (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Form 8-K filed June 2, 2025)
10.6	Amendment No. 8 dated as of August 5, 2025 to Credit Agreement dated as of October 31, 2019 (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Form 8-K filed August 5, 2025)
10.7+	Clarivate Plc Amended and Restated 2019 Incentive Award Plan dated as of June 1, 2025 (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed July 30, 2025)
10.8+	Clarivate Plc 2019 Incentive Award Plan – Sub-Plan for Israeli Participants (incorporated by reference to Exhibit<br><br>10.1 to Clarivate’s Quarterly Report on Form 10-Q filed May 8, 2024)
10.9+	Clarivate Plc 2019 Incentive Award Plan – Form of Restricted Share Unit Agreement (Non-Executive Directors)<br><br>(incorporated by reference to Exhibit 10.2 to Clarivate’s Quarterly Report on Form 10-Q filed May 8, 2024)
10.10+	Clarivate Plc 2019 Incentive Award Plan – Form of Restricted Share Unit Agreement (updated) (incorporated by<br><br>reference to Exhibit 10.3 to Clarivate’s Quarterly Report on Form 10-Q filed May 8, 2024)
10.11+	Clarivate Plc 2019 Incentive Award Plan – Form of Performance Share Unit Agreement - Executive Officers<br><br>(updated) (incorporated by reference to Exhibit 10.4 to Clarivate’s Quarterly Report on Form 10-Q filed May 8,<br><br>2024)
10.12+	Clarivate Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement – Executive Officers<br><br>(2025) (incorporated by reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed April 29,<br><br>2025)
10.13+	Clarivate Plc Amended and Restated 2019 Incentive Award Plan – Form of Restricted Share Unit Agreement<br><br>(2025) (incorporated by reference to Exhibit 10.2 to Clarivate’s Quarterly Report on Form 10-Q filed July 30,<br><br>2025)
10.14+	Clarivate Plc Amended and Restated 2019 Incentive Award Plan – Form of Restricted Share Unit Agreement –<br><br>Non-Executive Directors (2025) (incorporated by reference to Exhibit 10.3 to Clarivate’s Quarterly Report on<br><br>Form 10-Q filed July 30, 2025)
10.15+	Clarivate Plc Amended and Restated 2019 Incentive Award Plan – Form of Performance Share Unit Agreement<br><br>(2025) (incorporated by reference to Exhibit 10.4 to Clarivate’s Quarterly Report on Form 10-Q filed July 30,<br><br>2025)
10.16*+	Clarivate Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement - Executive Officers<br><br>(2026)
10.17*+	Form of Director and Officer Indemnity Agreement
10.18+	Executive Severance Plan of Clarivate Plc (incorporated by reference to Exhibit 10.5 to Clarivate's Quarterly<br><br>Report on Form 10-Q filed July 29, 2021)
10.19+	Employment agreement, dated August 1, 2024, by and between Ex Libris Ltd. and Matitiahu (Matti) Shem Tov<br><br>(incorporated by reference to Exhibit 10.2 to Clarivate’s Quarterly Report on Form 10-Q filed November 6, 2024)
10.20+	Offer Letter, dated November 29, 2021, by and between Clarivate Plc and Jonathan Collins (incorporated by<br><br>reference to Exhibit 10.15 to Clarivate’s Annual Report on Form 10-K filed March 10, 2022)
10.21+	Offer Letter, dated March 31, 2023, by and between Clarivate Plc and Henry Levy (incorporated by reference to<br><br>Exhibit 10.6 to Clarivate’s Quarterly Report on Form 10-Q filed May 8, 2024)
10.22+	Employment Agreement, dated March 31, 2023, by and between Ex Libris Ltd. and Bar Veinstein (incorporated<br><br>by reference to Exhibit 10.5 to Clarivate’s Quarterly Report on Form 10-Q filed May 8, 2024)
10.23+	Offer Letter, dated July 7, 2022, by and between Clarivate Plc and Jonathan Gear (incorporated by reference to<br><br>Exhibit 10.2 to Clarivate’s Quarterly Report on Form 10-Q filed August 9, 2022)
10.24+	Separation Agreement, dated August 1, 2024, by and between Clarivate Plc and Jonathan Gear (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed November 6, 2024)
10.25+	Service Agreement, dated May 25, 2022, by and between CPA Limited and Gordon Samson (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed August 9, 2022)

73

Table of Contents

10.26+	Compromise agreement dated July 25, 2025, by and between C.P.A. Ltd. and Gordon Samson (incorporated by<br><br>reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed October 29, 2025)
19.1*	Insider Trading Policy
21.1*	Subsidiaries of the Registrant
23.1*	Consent of PricewaterhouseCoopers LLP
24.1*	Power of Attorney (see signature page)
31*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002
32*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the<br><br>Sarbanes-Oxley Act of 2002
97	Executive Compensation Recoupment Policy (effective October 2, 2023) (incorporated by reference to Exhibit 97<br><br>to Clarivate’s Annual Report on Form 10-K filed February 27, 2024)
101*	The following financial information from Clarivate’s Annual Report on Form 10-K for the year ended December<br><br>31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations,<br><br>(iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in<br><br>Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104*	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith.

• Compensatory plan or arrangement.

Item 16. Form 10-K Summary.

Not applicable.

74

Table of Contents

SIGNATURES

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, thereunto duly authorized in the City of London, United Kingdom on February 24, 2026.

CLARIVATE PLC
By:	/s/ Matitiahu Shem Tov
	Name: Matitiahu Shem Tov
	Title: Chief Executive Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and

appoints Matitiahu Shem Tov, Jonathan M. Collins, and John K. Doulamis, and each of them, individually, as the

undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the

undersigned and in the undersigned’s name, place and stead in any and all capacities, in connection with this annual report,

including to sign in the name and on behalf of the undersigned, this annual report and any and all amendments hereto, and to

file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange

Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act

and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned

might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may

lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the

following persons on February 24, 2026, on behalf of the registrant and in the capacities indicated.

Name	Title
/s/ Matitiahu Shem Tov	Chief Executive Officer and Director
Matitiahu Shem Tov	(Principal Executive Officer)
/s/ Jonathan M. Collins	Executive Vice President and Chief Financial Officer
Jonathan M. Collins	(Principal Financial Officer)
/s/ Michael Easton	Senior Vice President and Chief Accounting Officer
Michael Easton	(Principal Accounting Officer)
/s/ Andrew M. Snyder	Director and Chairman of the Board of Directors
Andrew M. Snyder
/s/ Jane Okun Bomba	Director
Jane Okun Bomba
/s/ Kenneth Cornick	Director
Kenneth Cornick
/s/ Usama N. Cortas	Director
Usama N. Cortas
/s/ Suzanne Heywood	Director
Suzanne Heywood
/s/ Adam T. Levyn	Director
Adam T. Levyn
/s/ Anthony Munk	Director
Anthony Munk
/s/ Dr. Wendell E. Pritchett	Director
Dr. Wendell E. Pritchett
/s/ Saurabh Saha	Director
Saurabh Saha

Document

CLARIVATE PLC AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN

2026 PERFORMANCE SHARE UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Incentive Award Plan (as amended from time to time, the “Plan”) of Clarivate Plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Performance Share Units described in this Grant Notice which vest based on the achievement of performance criteria (the “PSUs”), subject to the terms and conditions of the Plan, the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), and the Global Appendix (the “Appendix”), all of which are incorporated into this Grant Notice by reference.

Participant:
Employee ID:
Grant Number:
Grant Date:
Number of PSUs granted at “Target” performance level (Target Number of Units Granted):
Vesting Schedule:	PSUs shall vest as set forth in Article II of the Agreement
Performance Measures	Adjusted EPS (⅓), Adjusted EBITDA (⅓) and Recurring Organic Revenue Growth (⅓) for the Measurement Period, with a Three-Year TSR Modifier applied to the Achievement Level Percent, as set forth in Article II of the Agreement.

By Participant’s submission of electronic acceptance or, if required by applicable law, by the Participant’s signature, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Appendix. Participant has reviewed the Plan, this Grant Notice, the Agreement and the Appendix in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Appendix. Participant hereby agrees to accept as final and binding all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, the Agreement or the Appendix.

EXHIBIT A

TO PERFORMANCE SHARE UNIT GRANT NOTICE PERFORMANCE SHARE UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I GENERAL

Section 1.1.Award of PSUs and Dividend Equivalents.

(a)The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested in accordance with the terms of this Agreement.

(b)The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash or Share dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited, or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash or Share dividend paid on a single Share. Dividend Equivalents shall be paid in the form of Shares to Participant on the date on which the Shares underlying the PSUs are distributed to Participant based on the Company’s actual achievement of the Performance Objectives for the Measurement Period; provided that no Dividend Equivalents shall be payable with respect to any PSUs that are forfeited. In the case of ordinary Share dividends, the number of Dividend Equivalents will equal the number of Shares that Participant would have received on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. In the case of ordinary cash dividends, the number of Dividend Equivalents will equal the number of Shares the Participant would have received if the amount of cash was reinvested in Shares on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the PSU with respect to which the Dividend Equivalent relates.

Section 1.2.No Rights as a Shareholder.

Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the PSUs unless and until Participant becomes the record owner of the Shares underlying the PSUs.

Section 1.3.Incorporation of Terms of Plan.

The PSUs are subject to the terms and conditions set forth in this Agreement, the Appendix and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

Section 1.4.Unsecured Promise.

The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II VESTING; FORFEITURE AND SETTLEMENT

Section 2.1.Vesting; Forfeiture.

(a)Vesting. The “Measurement Period” means the three-year period beginning on January 1, 2026 and ending on December 31, 2028. Subject to Section 2.1(e) below, the PSUs will vest to the extent the performance objectives described in Sections 2.1(b)(A) below (together, the “Measurement Period Performance Objectives”) are satisfied with respect to the Measurement Period, with the three components of the Measurement Period Performance Objectives equally weighted at one-third (⅓) each. Thereafter, the performance modifier described in Section 2.1(b)(B) below will be applied to that number of PSUs that would otherwise have vested based on the results of the Measurement Period Performance Objectives for the Measurement Period (the performance objectives described in Sections 2.1(b)(A) and 2.1(b)(B) below, the “Performance Objectives”). The resulting number of PSUs will thereafter become vested and free of restrictions in accordance with Sections 2.1(c) and 2.1(d) below.

(b)Performance Objectives.

(A)The Administrator has established Measurement Period Performance Objectives for the PSUs to be Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth, in each case during the Measurement Period and as defined below. The numerical goals for Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth will be provided to the Participant in a separate written communication from the Company, as may be amended from time to time by the Administrator in its sole discretion (the “Metrics Summary”).

(B)In addition to the Measurement Period Performance Objectives set forth above, for the Measurement Period, the performance modifier shall be the total shareholder return (“TSR”) of the Company compared to the companies that are included in the Standard & Poor’s 500 Index (the “S&P 500 Index”) at the beginning of the TSR Rank Measurement Period (as defined below) (the “Three-Year TSR Modifier”). The numerical goals for the Three-Year TSR Modifier will be provided to the Participant in the Metrics Summary.

(C)Definitions.

(i)“Adjusted EPS” means Adjusted Net Income divided by diluted weighted average shares for the Measurement Period. Adjusted Net Income is calculated in the manner that the Administrator determines to be appropriate to exclude certain items for the period that the Company does not consider indicative of its ongoing performance and certain unusual items impacting results in a particular period, as set out in the Company’s quarterly earnings presentation material. For purposes of the PSUs, Adjusted EPS are as described further on Exhibit B attached hereto. Adjusted EPS will measure Adjusted EPS for the Measurement Period. Adjusted EPS numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.

(ii)“Adjusted EBITDA” means EBITDA, as adjusted by the Administrator to remove one-time, irregular, non-recurring or other items identified by the Administrator. Adjusted EBITDA is calculated in the manner that the Administrator determines to be appropriate to exclude certain items for the period that the Company does not consider indicative of its ongoing performance and certain unusual items impacting results in a particular period, as set out in the Company’s quarterly earnings presentation material. For purposes of the PSUs, Adjusted EBITDA performance targets are as described further on Exhibit B attached hereto. Adjusted EBITDA will measure Adjusted EBITDA for the Measurement Period. Adjusted EBITDA numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.

(iii)“Recurring Organic Revenue Growth” means the combined subscription and re-occurring organic revenue growth as calculated and reported in the Company’s Annual Report on Form 10-K for each applicable year during the Measurement Period. For purposes of the PSUs, Recurring Organic Revenue Growth performance targets are as described in Exhibit B attached hereto. Recurring Organic Revenue Growth performance will be calculated for the Measurement Period by averaging the annual Recurring Organic Revenue Growth for each year in the Measurement Period. Recurring Organic Revenue Growth numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.

(iv)“TSR Rank” for the Measurement Period means the aggregate TSR of Shares over the period beginning on January 1, 2026 and ending on December 31, 2028 (the “TSR Rank Measurement Period”), compared to the TSR over the same period for companies that are included in the Standard & Poor’s 500 Index (the “S&P 500 Index”) at the beginning of the TSR Rank Measurement Period. For purposes of the determination of TSR Rank hereunder, whether companies in the S&P 500 Index that undergo corporate transactions or otherwise experience significant corporate changes during the TSR Rank Measurement Period remain in the S&P 500 Index will be determined as follows:

•S&P Company 1 merges with or acquires S&P Company 2, where S&P Company 1 is surviving entity = S&P Company 1 stays, S&P Company 2 is removed

•S&P Company merges with or acquires another S&P Company, where entirely new company is established = Administrator’s discretion

•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is surviving entity = S&P Company stays

•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is not surviving entity = S&P Company is removed

•S&P Company declares bankruptcy = S&P Company stays with TSR of -100%

•S&P Company spins out a portion of business, but Parent Company remains the same S&P Company = S&P Company stays with Reinvested Dividend

•S&P Company spins out a portion of business, and spun-out entity replaces S&P Company = Surviving S&P Company stays

•S&P Company’s Ticker Changes = S&P Company stays

TSR will be calculated using a beginning price equal to the average price of Shares and the S&P 500 Index over the period of twenty (20) trading days immediately prior to January 1, 2026 and an ending price equal to the average price over the period of twenty (20) trading days immediately prior to December 31, 2028, and accounting for reinvestment of any dividends over this period. For purposes of this provision, TSR will be calculated using the average of the closing prices for the applicable periods.

(v)“Target Number of Units Granted” means the number of PSUs granted at “Target” performance level as stated in the Grant Notice. The Target Number of Units Granted represents Shares that will be earned should the Achievement Level Percent be met at a “Target” performance level and the Company’s TSR Rank achieves at the 50th percentile and the Participant remains employed through the Determination Date, except as otherwise provided in Section 2.1(e) below.

(c)Performance-Based Vesting. Subject to Sections 2.1(d) and 2.1(e) below, the PSUs that will vest and become free of restrictions following the conclusion of the Measurement Period will be calculated as set forth on Exhibit B attached hereto. The calculation provided on Exhibit B may allow for the partial or full vesting of the PSUs based upon the level of achievement of the Performance Objectives.

(d)Administrator Determination. Subject to Section 2.1(e) below, the PSUs will vest and become free of restrictions on the date the Administrator determines in writing that the Performance Objectives were, in fact, satisfied, which determination will be made on such date specified by the Administrator, but in no event more than ninety (90) days after the last day of the Measurement Period (such date, the “Determination Date”).

(e)Termination of Service. Subject to Section 2.1(f), in the event of Participant’s Termination of Service prior to the Determination Date for any reason other than Participant’s death or Disability, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. In the event of Participant’s Termination of Service prior to the Determination Date due to death or Disability, all unvested PSUs shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives have been fully satisfied at “Target” performance level. Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company or any Subsidiary for Cause, the Administrator, in its discretion, may immediately and automatically cancel all vested PSUs for no consideration and, in such event, any Shares or any amounts or benefits arising from the PSUs held by the Participant shall be returned to the Company.

(f)Change in Control. If, within twelve (12) months following a Change in Control, the PSUs (or a substitute award) remain outstanding and the Participant incurs a Termination of Service without Cause (including, for the avoidance of doubt, due to death or Disability), all unvested PSUs (or a substitute award) shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives had been met at a performance level to be determined by the Administrator at the time of the Change in Control.

Section 2.2.Settlement.

PSUs and Dividend Equivalents (including any Dividend Equivalent account balance) will be paid in Shares at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the Determination Date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of any additional taxes under Section 409A.

ARTICLE III TAXATION AND TAX WITHHOLDING

Section 3.1.Representation.

The Participant is hereby advised to consult with the Participant’s own tax advisors in respect of any tax consequences arising in connection with the PSUs and the Dividend Equivalents.

Section 3.2.Tax Withholding.

(a)The Company has the right to withhold any applicable federal, state and local tax that becomes due with respect to the PSUs and the Dividend Equivalents and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes are withheld or collected from the Participant.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting, settlement or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV OTHER PROVISIONS

Section 4.1.Prohibited Activities.

Participant acknowledges and agrees that the Company and its Subsidiaries are engaged in the highly competitive business of intellectual property services and consulting, as well as providing information solutions to assist professionals at every stage of research and development and ensure they maintain and extract maximum value from their intellectual assets. The Company’s and its Subsidiaries’ involvement in these businesses has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over long periods of time. As a result of these investments of money, skill and time, the Company and its Subsidiaries have developed and will continue to develop certain valuable Trade Secrets and Confidential Information (each as defined below) that are unique to the Company’s and its Subsidiaries’ businesses and the disclosure of which would cause the Company and its Subsidiaries great and irreparable harm. These investments also give the Company and its Subsidiaries a competitive advantage over companies that have not made comparable investments and that otherwise have not been as successful as the Company and its Subsidiaries in developing their businesses. Participant acknowledges and agrees that given Participant’s position and resultant responsibilities with the Company and its Subsidiaries and Participant’s access to Trade Secrets and Confidential Information, Participant has or will become intertwined with the goodwill the Company and its Subsidiaries have developed, cultivated and maintained within its highly competitive industry and with its customers and prospective customers and that Participant’s engaging in any business that is directly competitive with the Company and its Subsidiaries would cause it great and irreparable harm. Accordingly and in consideration of and as a condition to the grant of the PSUs, Participant agrees to the following covenants set forth in this Section 4.1. Subject to Section 4.2, the Participant’s breach of any of the covenants contained in this Section 4.1 or any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement to which the Participant may be a party with the Company or any Subsidiary, in addition to whatever other equitable relief or monetary damages to which the Company or any Subsidiary may be entitled, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by the Participant.

(a)Nondisclosure of Proprietary Information.

(A)Except in connection with the faithful performance of Participant’s duties as a Service Provider or pursuant to Section 4.1(a)(C), Section 4.1(a)(D) or Section 4.2, Participant shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Participant’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company or any Subsidiary) any Confidential Information or Trade Secrets, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information or Trade Secrets. For purposes of this

Agreement, “Confidential Information” shall mean information that the Company or its Subsidiaries have obtained in connection with its present or planned business, including information Participant developed in the performance of Participant’s service as a Service Provider, the disclosure of which could result in a competitive or other disadvantage to the Company or its Subsidiaries. “Confidential Information” includes some of the Company’s and its Subsidiaries’ most valuable assets, such as: innovations, inventions and ideas, including patentable or copyrightable subject matter; pricing policies; business plans and outlooks; brand formulations; nonpublic financial results; new product developments or plans; customer lists; author or consultant contracts; subscription lists; software or computer programs; merger, acquisition or divestiture plans; personnel acquisition plans or major management changes; and Trade Secrets (as defined below). Confidential Information includes all information received by the Company or its Subsidiaries under an obligation of confidentiality to another person or entity. The Participant and the Company and its Subsidiaries hereby stipulate and agree that, as between them, any item of Confidential Information or Trade Secrets is important, material and confidential and affects the successful conduct of the businesses of the Company and its Subsidiaries (and any successor or assignee of the Company and its Subsidiaries). Notwithstanding the foregoing, Confidential Information shall not include any information that (i) has been published or is in the future published in a form generally available to the public, (ii) is or becomes publicly available or (iii) has become or becomes public knowledge prior to the date Participant proposes to disclose or use such information; provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Participant directly or indirectly breaching Participant’s obligations under this Section 4.1(a) or any other similar provision by which Participant is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. For purposes of this Agreement, “Trade Secrets” shall mean all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing by the Company or its Subsidiaries. The Company confirms, and Participant understands, that the Company or a Subsidiary is the owner of its Trade Secrets, that the Company or its Subsidiary has taken reasonable steps, under the circumstances, to protect and maintain the secrecy of its Trade Secrets, and that the Company or its Subsidiary derives economic value,

both tangible and intangible, from its Trade Secrets.

(B)Upon the Participant’s Termination of Service for any reason, Participant will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s or any Subsidiary’s customers, business plans, marketing strategies, products, property or processes.

(C)Participant may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest possible notice thereof, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) assist such counsel at the Company’s expense in resisting or otherwise responding to such process, in each case, to the extent permitted by Applicable Laws or rules.

(D)Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 4.1(a)(C) above), (ii) disclosing information and documents to Participant’s attorney or financial or tax advisor for the purpose of securing legal, financial or tax advice, (iii) disclosing Participant’s post-service restrictions in this Agreement in confidence to any potential new service recipient, or (iv) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations.

(b)Inventions.

All rights to discoveries, inventions, improvements, innovations, ideas, designs, copyrightable materials, trademarks, and other technology and rights (including all data and records pertaining thereto) related to the business of the Company or any Subsidiary, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Participant may discover, invent or originate either alone or with others and whether or not during working hours or by the use of the facilities of the Company or any Subsidiary during the period in which Participant is a Service Provider (the “Term”), and if based on Confidential Information, after the Term (“Inventions”), shall be the exclusive property of the Company and, to the maximum extent permitted by Applicable Laws, shall be deemed “works made for hire” as the term is used in the United States Copyright Act or other Applicable Laws. To the extent that any Invention is not deemed a “work made for hire” or Participant otherwise retains any right, title or interest with respect to any Invention, Participant hereby irrevocably assigns and otherwise transfers to the Company the entire worldwide right, title, and interest in and to such Inventions. Participant shall promptly disclose all such Inventions to the Company and shall execute at the Company’s request any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein. Upon reasonable request, Participant shall assist the Company, at the Company’s expense (but without further or additional compensation), in obtaining, defending and enforcing the Company’s rights in the Inventions. Participant hereby appoints the Company as Participant’s attorney-in-fact to execute on Participant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

(c)Non-Competition and Non-Solicitation.

Participant acknowledges and agrees that Participant will be subject to the covenants as set forth in the non-competition and non-solicitation agreement or other arrangement entered into by and between Participant and the Company or its Subsidiary (the “Non-Competition and Non-Solicitation Agreement”), which is incorporated herein by reference. Notwithstanding the foregoing, if Participant is a resident of any jurisdiction where the covenants contained in the Non-Competition and Non-Solicitation Agreement are not enforceable against Participant or are void as a matter of law, in each case, under Applicable Laws of such jurisdiction, Participant shall not be subject to such covenants contained in the Non-Competition and Non-Solicitation Agreement.

(d)Non-Disparagement.

Subject to Section 4.2, the Participant agrees, during the Term and following the Participant’s Termination of Service, to refrain from Disparaging (as defined below) the Company and its Subsidiaries, including, without limitation, any of the Company’s services, technologies or practices, or any of their directors, officers, agents, representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Participant from making truthful statements that are reasonably necessary to comply with Applicable Laws, regulation or legal process, or to defend or enforce Participant’s rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.

Section 4.2.Whistleblower Protection; Defend Trade Secrets Act.

(a)Nothing in this Agreement or otherwise limits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any Applicable Laws or privilege to the Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Agreement requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency or self-regulatory organization.

(b)Further, nothing in this Agreement precludes the Participant from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

(c)Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that the Participant shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Participant may disclose the relevant trade secret to his attorney and may use such trade secret in the ensuing court proceeding, if the Participant (X) files any document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order.

Section 4.3.Data Protection.

Participant acknowledges and agrees that the Company and any other third-party administrator designated by the Company to maintain the Plan through an electronic system may process sensitive and personal data of Participant in connection with the administration and maintenance of the Plan, including: Participant’s name, address, telephone number, e-mail address, tax identification number, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, language skills, driver’s license information, birth certificate or employee identification information. The lawful persons for whom the Participant’s personal data are intended and with whom such personal data may be shared are the Company, the third-party administrator designated by the Company to maintain the Plan through an electronic system (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the Company’s accountants (as selected by the Company from time to time) and any other person that the Company may find in its administration or maintenance of the Plan to be appropriate. For additional information regarding how the Company may collect, use and process Participant’s personal data and the manner in which the Company does so, Participant shall refer to Clarivate Analytics Employee Privacy Notice.

Section 4.4.Third Party Administrator; Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to the PSUs to Participant by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant consents to receive any such documents by electronic delivery and, if requested by the Company, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party administrator designated by the Company.

Section 4.5.Adjustments and Clawback.

(a)Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

(b)Participant acknowledges that the Company shall have full authority to implement any policies and procedures necessary to comply with any reduction, cancellation, forfeiture or recoupment requirement imposed under any Applicable Laws, rules, regulations or stock exchange listing standard or under any associated Company recoupment policy, including Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act, Section 303A.14 of the NYSE Listed Company Manual and any rules promulgated thereunder and any other regulatory regimes. By participating in the Plan, each Participant acknowledges that, the PSUs (including any amounts or benefits arising from such PSUs) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time (including the Clarivate Plc Executive Compensation Recoupment Policy, the Clarivate Plc Detrimental Conduct Clawback Policy and any other such policy adopted to comply with Rule 10D-1 of the Exchange Act and any related listing rules or regulations, including Section 303A.14 of the NYSE Listed Company Manual), and the Company may, to the extent permitted, and shall, to the extent required, by Applicable Laws, stock exchange rules or Company policy or arrangement, cancel or require forfeiture or reimbursement of the PSUs or any Shares issued or cash received upon vesting, exercise or settlement of the PSUs or sale of Shares underlying the PSUs.

Section 4.6.Notices.

Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.6, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

Section 4.7.Titles.

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 4.8.Conformity to Securities Laws.

Participant acknowledges that the Plan, the Grant Notice, the Appendix and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

Section 4.9.Successors and Assigns.

The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Section 4.10.Limitations Applicable to Section 16 Persons.

Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, the Appendix, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

Section 4.11.Entire Agreement.

The Plan, the Grant Notice, the Appendix and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, except for the Non-Competition and Non-Solicitation Agreement.

Section 4.12.Agreement Severable.

If any provision of the Grant Notice, the Appendix or this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that the Grant Notice, the Appendix and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of the Grant Notice, the Appendix or this Agreement shall not affect the legality, enforceability or validity of any other provision of the Grant Notice, the Appendix or this Agreement.

Section 4.13.Limitation on Participant’s Rights.

Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

Section 4.14.Not a Contract of Employment.

Nothing in the Plan, the Grant Notice, the Appendix or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

Section 4.15.Not Salary, Pensionable Earnings or Base Pay.

The Participant acknowledges that the PSUs shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.

Section 4.16.Section 409A.

The Plan, the Grant Notice, the Appendix and this Agreement and the PSUs granted hereunder are intended to comply with the requirements of, or be exempt from, Section 409A of the Code.  The provisions of this Agreement shall be interpreted in a manner that satisfies such requirements, and this Agreement shall be operated accordingly. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code.  No provision of this Agreement shall be interpreted to transfer any liability for a failure to comply with Section 409A from the Participant or any other Person to the Company, and in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code.

Section 4.17.No Right to Future Awards.

Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

Section 4.18.Governing Law.

All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.

Section 4.19.Counterparts.

The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

EXHIBIT B

TO PERFORMANCE SHARE UNIT GRANT NOTICE CALCULATION OF PSUS THAT WILL VEST

Subject to the provisions of the Grant Notice and the Agreement, the number of PSUs covered by this Agreement that will vest following the conclusion of the Measurement Period (the “Final Adjusted Units”) will be determined by a three-step calculation:

Section 4.20.1. Calculate the Measurement Period Performance Objectives for the Measurement Period: The performance payout range for the Measurement Period Performance Objectives is 0% to 200% of the Target Number of Units Granted, with Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth each equally weighted at one-third (⅓) each. If, for the Measurement Period, Adjusted EPS, Adjusted EBITDA and/or Recurring Organic Revenue Growth, as applicable, is between “Threshold” and “Target” or “Target” and “Maximum” performance (as set forth in the Metrics Summary), the payout percent with respect to Adjusted EPS, Adjusted EBITDA and/or Recurring Organic Revenue Growth, as applicable, for the Measurement Period will be determined using straight-line interpolation between performance ranges between “Threshold” and “Target”, or between “Target” and “Maximum,” as applicable, based on the actual achievement of Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth, as applicable, for the Measurement Period. The payout percentage determined pursuant to this Step 1 shall be the “Achievement Level Percent”.

2. Calculate the Units Earned: The “Units Earned” will be determined by multiplying the Target Number of Units Granted by the Achievement Level Percent as follows:

Target Number of Units Granted X Achievement Level Percent

=

Units Earned

3. Apply the Three-Year TSR Modifier: The number of Final Adjusted Units will be determined by multiplying the Units Earned by the Three-Year TSR Modifier (as set forth in the Metrics Summary) as follows:

Units Earned X Three-Year TSR Modifier

Final Adjusted Units

If the Company’s Three-Year TSR Percentile Rank (as set forth in the Metrics Summary) is between the 25th and 50th percentiles or 50th and 75th percentiles, the Three-Year TSR Modifier will be determined using straight-line interpolation based on the Company’s actual Three-Year TSR Percentile Rank. If the aggregate TSR of the Shares over the TSR Rank Measurement Period is negative, then the Three-Year TSR Modifier cannot exceed 1.0x.

For avoidance of doubt, the Target Number of Units Granted as set forth on the Grant Notice reflects a total number in the event the Achievement Level Percent is satisfied at “Target” performance level and the Company’s Three-Year TSR Percentile Rank is at the 50th Percentile.

The payout opportunity for the PSUs, combined in Steps 1 to 3, is 0% to 200% of Target. Notwithstanding the above and the numerical goals set forth in the Metrics Summary, the maximum payout opportunity for the PSUs (maximum number of Final Adjusted Units) cannot exceed 200% of Target.

The Measurement Period Performance Objectives (including the Target) and associated payouts may be adjusted by the Administrator in its discretion due to (a) unforeseen changes to the macroeconomic business environment, (b) unanticipated regulatory change, (c) changes in US GAAP or the application thereof that would materially affect the Measurement Period Performance Objectives or (d) the impact of acquisitions or divestitures by the Company.

19

Document

CLARIVATE PLC

DIRECTOR AND OFFICER INDEMNITY AGREEMENT

This agreement is made as of __________________________ between:

Clarivate plc (formerly Clarivate Analytics plc), a company incorporated under the laws of Jersey having its registered office at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey JE1 4TR (the Company); and

[Name of Director/Officer] of [address] (the Indemnitee).

RECITALS

AThe Indemnitee is a director or officer of the Company.

BIn consideration for accepting their appointment and continuing to act as a director or officer of the Company, the Indemnitee has requested that the Indemnitee be provided with an indemnity in respect of claims and actions which may be brought against the Indemnitee in respect of their position and functions as a director or officer of the Company.

CThe Company has agreed to indemnify the Indemnitee in respect of such position and functions in accordance with the terms of this agreement.

OPERATIVE PROVISIONS

1Interpretation

1.1In this agreement, unless the context otherwise requires:

(a)Articles means the articles of association of the Company as amended from time to time;

(b)Associated Company means any body corporate which from time to time is a direct or indirect subsidiary of the Company or a holding company of the Company or a direct or indirect subsidiary of such holding company;

(c)Business Day means any day other than a Saturday or a Sunday, or any day on which banks are generally open for business in both Jersey and the United Kingdom;

(d)Indemnitee shall include the Indemnitee’s heirs, personal representatives and estate;

(e)officer has the meaning given to the term 'Officer' in the Articles;

(f)holding company and subsidiary have the meanings given to those terms in Articles 2 and 2A of the Law; and

(g)Law means the Companies (Jersey) Law 1991 as amended from time to time.

2Indemnity

2.1In consideration of the Indemnitee accepting their appointment and continuing to act as, and perform the functions of, a director or officer of the Company, the Company hereby covenants and undertakes, subject to the provisions of clause 3, to the fullest extent permitted by law and without prejudice to any other indemnity to which the Indemnitee may otherwise be entitled, to indemnify and keep indemnified and hold harmless the Indemnitee against all actions, claims, proceedings, costs, demands, losses, damages and other liabilities of any kind, whether instigated, imposed or incurred under the laws or regulations of Jersey or of any other jurisdiction and whether civil, criminal or regulatory, arising out of or in connection with:

(a)the Indemnitee’s appointment as a director or officer of the Company;

(b)the actual or purported exercise of, or failure to exercise, any of the Indemnitee's powers, duties or responsibilities as a director or officer of the Company or of any Associated Company (whether before or after the date of this agreement), including any actual or alleged negligence, default, breach of duty or breach of trust by the Indemnitee in relation to the Company or any Associated Company;

(c)any damages, compensation, penalties, awards or other amounts of a monetary nature payable by the Indemnitee in connection with any of the matters referred to in 2.1(a) and/or 2.1(b) above, whether pursuant to any order or decision of any court, tribunal, regulatory authority or other body exercising judicial, governmental or regulatory authority over the Indemnitee or pursuant to any settlement of the same to which the Company consents; and

(d)an amount equal to any direct costs incurred by the Indemnitee in complying with any aspect of any order or decision of any court, tribunal, regulatory authority or other body exercising judicial, governmental or regulatory authority over the Indemnitee, in each case, in connection with any of the matters referred to in 2.1(a) and/or 2.1(b) above, or any settlement of the same to which the Company consents,

including without limitation all costs, legal expenses, losses, damages or other liabilities reasonably incurred in defending any of the matters referred to in 2.1(a) to 2.1(d) above (a Claim).

2.2The Indemnitee shall continue to be indemnified under clause 2.1 above until such time as any relevant limitation periods (whether under Jersey law or otherwise) for bringing Claims against the Indemnitee have expired, or for so long as the Indemnitee remains liable for any Claims, notwithstanding that the Indemnitee may have ceased to be a director of the Company.

2.3Payment in respect of Claims shall be made by the Company to the Indemnitee on a demand being made by the Indemnitee (or, if later, three Business Days before the due date for payment of the relevant liability) subject to the provision of evidence satisfactory to the Company as to the amount and date for payment of the relevant liabilities. Such payment shall be made without any set-off or counterclaim and free from any deduction or withholding except as required by this agreement or by applicable law.

2.4Subject to applicable law, at the request of the Indemnitee, the Company shall make advance payments (on such terms, including interest, as the Company may determine) to the Indemnitee to meet Claims incurred or to be incurred by the Indemnitee or such Claims expected to arise, including for the avoidance of doubt, any costs or expenses to be incurred in dealing with any such Claims, provided that the Indemnitee provides the Company with an undertaking that within 14 days of receiving a written request from the Company, the Indemnitee shall repay to the Company all amounts received by, or advanced to, the Indemnitee under this agreement:

(a)to the extent paid or advanced in contravention of law;

(b)to the extent that amounts paid to the Indemnitee in respect of such Claims are subsequently found not to be payable by the Indemnitee in respect of such Claims; or

(c)to the extent that amounts paid to the Indemnitee in respect of such Claims are subsequently recovered or compensated for, including by virtue of any relevant directors' and officers' liability insurance maintained by the Company.

2.5The Company shall use all reasonable endeavours to provide and maintain appropriate directors' and officers' liability insurance (including ensuring that premiums are properly paid) for the benefit of the Indemnitee for so long as any Claims may lawfully be brought against the Indemnitee.

3Limitation on liability

Notwithstanding any other provision of this agreement, the Indemnitee shall have no right to an indemnity under this agreement to the extent that such indemnity is prohibited by the Law or any applicable law or would cause this agreement or any part of it so be treated as void or unenforceable under applicable law.

4Notification and conduct of claims

4.1If the Indemnitee becomes aware of any matter which might or may reasonably be expected to give rise to a Claim, the Indemnitee shall:

(a)as soon as reasonably practicable, give written notice to the Company of the matter (stating in reasonable detail the nature of the matter) and consult with the Company with respect to the matter. If the matter has become the subject of any legal proceedings the Indemnitee shall deliver the notice within sufficient time to enable the Company to contest the proceedings before any final judgment;

(b)take all reasonable action to mitigate any Claim;

(c)at the Company's sole expense and subject to a full indemnity from the Company in respect thereof in such terms as the Indemnitee may reasonably require:

(i)take such action and institute such proceedings and give such information and assistance as the Company may reasonably require to enable the Company to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person the rights of the Indemnitee in relation to the matter; and

(ii)in connection with any proceedings related to the matter, use professional advisers nominated by the Company and, if the Company so requests, allow the Company, the applicable Associated Companies or its or their insurers to take over conduct and defence of the proceedings keeping the Indemnitee advised of progress and copied in material communications and issues; provided in each case that the Company shall not settle or compromise a matter that would materially adversely affect the reputation of the Indemnitee without first consulting with the Indemnitee; and

(d)not admit liability in respect of or settle the matter without the prior written consent of the Company, such consent not to be unreasonably withheld.

4.2In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this agreement if the Indemnitee has submitted a notice to the Company in accordance with clause 4.1 of this agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

5Other rights of indemnity or recovery

5.1To the extent that the matter is one in respect of which the Indemnitee has a right to make recovery or is entitled to claim an indemnity from any person other than the Company (except under any insurance policy maintained for the benefit of the Indemnitee by the Indemnitee or any firm of which the Indemnitee is a party), whether under any provision of applicable law or otherwise, the Indemnitee shall pursue such right of recovery or indemnity if requested to do so by the Company but at the Company's sole expense and subject to an indemnity from the Company to the Indemnitee in respect of such pursuit in such terms as the Indemnitee may reasonably require.

5.2In the event that a payment is made to the Indemnitee under this agreement in respect of a Claim, the Company shall be entitled to recover from the Indemnitee an amount equal to any payment received by the Indemnitee under any policy of insurance or from any other third party source to the extent that such payment relates to the Claim or, if the payment received by the Indemnitee is greater than the payment made under this agreement, a sum equal to the payment made under this agreement. The Indemnitee shall pay over such sum promptly on the Company's request.

6Assignment

6.1The Company may at any time assign all or any of the Company's rights and benefits hereunder.

6.2The Indemnitee shall not be entitled to assign or transfer all or any of the Indemnitee's rights, benefits and obligations hereunder without the prior or simultaneous written consent of the Company.

7Notices

7.1Any notice, approval, request, demand or other communication (Notice) to be given for the purpose of this agreement must be in writing in the English language and delivered by hand or special delivery mail (airmail if overseas) or email communication addressed to the recipient at its address as set out at the head of this agreement or to such other address or to such email address or person which the recipient has notified to the sender in accordance with this clause 7.1 and which has been received by the sender no fewer than seven days prior to the Notice being dispatched.

7.2A Notice will, if addressed correctly in accordance with clause 7.1, be deemed to have been served:

(a)if served personally or delivered by hand at the time of delivery;

(b)if delivered by special delivery mail two days after the date of posting or if sent by airmail five days after the date of posting (excluding days which are not Business Days); and

(c)if delivered by email at the time of sending according to the sender’s electronic records.

8Entire agreement

This agreement sets forth the entire agreement between the parties in respect of the subject matter of this agreement.

9Variation

No variation of this agreement shall be effective unless signed for or on behalf of both the parties hereto.

10Counterpart execution

This agreement may be executed in any number of counterparts and by both the parties hereto on separate counterparts each of which when executed and delivered shall constitute an original but all such counterparts shall together constitute one and the same instrument.

11Governing law and jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the Island of Jersey, and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts of the Island of Jersey.

In witness whereof the parties hereto have executed this agreement the day and year first above written.

Signed for and on behalf of<br><br>Clarivate plc
Signature
Print name
Title
Signed by [Name of Indemnitee]
---
Signature

5

Document

CLARIVATE PLC

INSIDER TRADING POLICY (Adopted July 23, 2025)

I.SUMMARY

Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of Clarivate Plc (together with its subsidiaries, the “Company”) as well as that of all persons affiliated with the Company.

“Insider trading” occurs when any person purchases or sells a security while in possession of inside information relating to the security. As explained below, “inside information” is information that is both “material” and “non-public.” Insider trading is a crime. The penalties for violating insider trading laws include imprisonment, disgorgement of profits, and civil and criminal fines for individuals and corporations. Insider trading is also prohibited by this Insider Trading Policy (this “Policy”), and any violation of this Policy may result in disciplinary action, up to, and including, termination.

This Policy applies to all officers, directors, employees and consultants and anyone else who has material inside information about the Company (each, an “Insider”). Insiders are responsible for ensuring that they understand and comply with this Policy. This Policy also applies to anyone else who lives in such Insider’s household, and any family members who do not live in the household but whose transactions in Company securities are directed by or are subject to the influence or control of the Insider (such as parents or children who consult with the Insider before they trade in Company securities) as well as any entities controlled by Insiders, including any corporations, partnerships, limited liability companies or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account. This Policy extends to all activities within and outside an individual’s Company duties. Questions regarding the Policy should be directed to the Company’s General Counsel or the Company’s trading compliance team. The General Counsel has the final determination for interpreting this policy.

Active trading in the Company’s securities is strongly discouraged and trades in the Company’s securities should be exclusively for investment, and not speculative, purposes.

II.POLICIES AND PROCEDURES PROHIBITING INSIDER TRADING

A.No Insider Trading

No Insider shall purchase or sell any type of Company security while in possession of inside information relating to the Company. In addition, any Insider (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material non-public information about a company with which the Company does business, including a customer or supplier of the Company, may not trade in that company’s securities until the information becomes public or is no longer material.

B.No Tipping

No Insider shall directly or indirectly communicate (or “tip”) material, non-public information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis.

C.Blackout Periods for Designated Insiders

No person informed of their status as a “Designated Insider” shall purchase or sell any security of the Company during the period beginning as of the end of trading on the New York Stock Exchange on the 15th calendar day of the last month of each fiscal quarter of the Company and ending upon completion of the second full trading day after the public release of earnings for such fiscal quarter or during any other trading suspension period declared by the Company (each a “Blackout Period”). For the purposes of this Policy, “Designated Insiders” are certain Insiders who may have access to inside information that are notified they fall into this category and a “trading day” is a day on which the New York Stock Exchange is open for trading.

These Blackout Period prohibitions do not apply to the following (but pre-clearance for Designated Insiders is still required in each case):

•purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company;

•exercises of share options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement or the Company’s Amended and Restated 2019 Incentive Award Plan, as amended, or vesting of equity-based awards, that in each case do not involve a market sale (unless mandated by the Company) of the Company’s securities (the “cashless exercise” of Company shares options or other equity award through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception); or

•bona fide gifts of the Company’s securities.

Exceptions to the Blackout Periods set forth above may be approved only by the Company’s General Counsel or Chief Financial Officer, or, in the case of exceptions for directors, the Board of Directors or Audit Committee of the Board of Directors.

From time to time, the Company, through the Board of Directors, the Company’s disclosure committee or the General Counsel or Chief Financial Officer, may recommend that trading in the Company’s securities be suspended because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above, all those affected should not trade in our securities while the suspension is in effect and should not disclose to others that the Company has suspended trading.

D.Pre-Clearance of All Trades by Designated Insiders

All transactions in the Company’s securities (including without limitation, acquisitions and dispositions of Company shares, the exercise of share options and the sale of Company shares issued upon exercise of shares options) by Designated Insiders must be pre-cleared by the Company’s General Counsel or Chief Financial Officer in order to provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company’s securities. The General Counsel may designate one or more individuals who may pre-clear transactions under the guidance of the General Counsel or Chief Financial Officer. Pre-clearance does not relieve anyone of his or her responsibility under Securities and Exchange Commission (“SEC”) rules.

A request for pre-clearance must be made in writing by contacting the Company’s stock administration team through HR Help (for case type, select Designated Insider Pre-clearance) at least two trading days in advance of the proposed transaction and should include the type of proposed transaction, the proposed date of the transaction and the number of shares or other securities to be involved. In addition, upon request, the Designated Insider must execute a certification (in the form approved by the General Counsel or Chief Compliance Officer) that he or she is not aware of material nonpublic information about the Company. The General Counsel or Chief Financial Officer (or their delegate) shall have sole discretion to decide whether to clear any contemplated transaction.

The Chief Executive Officer shall have sole authority to clear transactions by members of the Company’s Executive Leadership Team or board of directors or persons or entities subject to this policy as a result of their relationship with a member of the Company’s Executive Leadership Team or board of directors. All trades that are pre-cleared must be effected within three trading days of receipt of the pre-clearance unless a specific exception has been granted by the General Counsel, Chief Financial Officer, Chief Executive Officer (or their delegate), as applicable. A pre-cleared trade (or any portion of a pre-cleared trade) that has not been effected during the three trading-day period must be pre-cleared again prior to execution. Notwithstanding receipt of pre-clearance, if the Designated Insider becomes aware of material non-public information or becomes subject to a Blackout Period before the transaction is effected, the transaction may not be completed.

None of the Company, the Chief Executive Officer, General Counsel, Chief Financial Officer, or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for pre-clearance submitted pursuant to this Policy. Notwithstanding any pre-clearance of a transaction, none of the Company, the Chief Executive Officer, General Counsel, Chief Financial Officer, or the Company’s other employees assumes any liability for the legality or consequences of such transaction to the person engaging in such transaction.

E.Post-Termination Transactions

This Policy continues to apply after an insider is no longer employed with the Company to transactions in the Company’s securities for so long as an individual is in possession of material, non-public information. Such individuals may not trade in the Company’s securities until any material, non-public information they had when their service terminated has become public or is no longer material.

F.Access to Information Relating to the Company

Access to material, non-public information about the Company, including the Company’s business, earnings or prospects, should be limited only to officers, directors, employees and consultants of the Company on a need-to-know basis. In communicating material, non-public information to officers, directors, employees and consultants of the Company, all Insiders must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information. In addition, such information should not be communicated to anyone outside the Company under any circumstances, except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information.

G.Limitations on Access to Company Information

All Insiders should take all steps and precautions necessary to restrict access to, and secure, material, non-public information. Maintaining the confidentiality of Company information is essential for security and business reasons, as well as to comply with securities laws. You should treat all information you learn about the Company or its business plans in connection with your employment as confidential and proprietary to the Company. Inadvertent disclosure of confidential or inside information may expose the Company and you to significant risk of investigation and litigation. The timing and nature of the Company’s disclosure of material information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, the Company, and its management. Accordingly, it is important that responses to inquiries about the Company by the press, investment analysts, and others in the financial community be made on the Company’s behalf only through authorized individuals.

III.EXPLANATION OF INSIDER TRADING

“Securities” includes shares, debt securities (such as bonds, notes and debentures), options, warrants and other convertible securities, as well as derivative instruments (such as put and call options and convertible debentures).

“Purchase” and “sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-shares transactions, conversions, the exercise of share options, and acquisitions and exercises of warrants or puts, calls or other derivative securities. These definitions may also apply to certain transactions entered into for purposes of estate planning.

It is generally understood that insider trading includes the following:

•trading by insiders while in possession of material, non-public information;

•trading by persons other than insiders while in possession of material, non-public information, if the information either was given in breach of an insider’s duty to keep it confidential or was misappropriated; and

•communicating or tipping material, non-public information to others, including recommending the purchase or sale of a security while in possession of such information.

A.What Facts are Material?

The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security, or if the fact could reasonably be expected to affect the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity.

Examples of material information include (but are not limited to):

•information about dividends;

•corporate earnings or earnings forecasts;

•possible mergers, acquisitions, tender offers or dispositions;

•major new products or services or product or service developments;

•important business developments such as major contract awards or cancellations, large content acquisition agreements, developments regarding strategic collaborators or the status of regulatory submissions;

•management or control changes;

•significant borrowing or financing developments including pending public sales or offerings of debt or equity securities;

•defaults on borrowings;

•bankruptcies; and

•significant litigation or regulatory actions.

Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material.

In all cases, the responsibility for determining whether an individual is in possession of material non-public information rests with that individual, and any action on the part of the Company pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. When in doubt, do not trade.

B.What is Non-public?

Information is “non-public” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors, and after the investing public has had time to absorb the information fully, such as through a press release, a broadcast on widely available radio or television programs, publication in a widely available newspaper, magazine or news web site, a conference call for which adequate notice was provided, and/or public disclosure documents filed with the SEC that are available on the SEC’s website.

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed to be public.

Only you know what you know. The Company cannot provide you with confirmation that you are not in possession of material, non-public information. When in doubt, don’t disclose.

C.Trading by Persons Other than Insiders

Insiders may be liable for communicating or tipping material, non-public information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by Insiders. An Insider does not need to have profited from a tippee’s transaction in order to face insider trading liability. Persons other than Insiders can also be liable for insider trading, including tippees who trade on material, non-public information tipped to them or individuals who trade on material, non-public information that has been misappropriated.

Tippees inherit an Insider’s duties and are liable for trading on material, non-public information illegally tipped to them by an Insider, regardless of whether such information was received by overt tips or through, among other things, conversations at social, business, or other gatherings. Similarly, just as Insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade.

D.Penalties for Engaging in Insider Trading

Penalties for insider trading violations can extend significantly beyond any profits made or losses avoided and the SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Penalties under the federal securities laws include:

•jail sentences of up to 20 years;

•criminal fines for individuals of up to $5,000,000;

•civil fines of up to three times the amount of profit gained or loss avoided;

•damage awards to private plaintiffs;

•disgorgement of all profits; and

•civil fines for the Company of up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided by the violator.

In addition, insider trading could result in serious sanctions imposed by the Company, including dismissal, and other federal and state civil or criminal laws may also be violated in connection with insider trading, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO).

E.Size of Transaction and Reason for Transaction Do Not Matter

The size of the transaction or the amount of profit received does not have to be significant to result in prosecution and the reason for the transaction does not matter. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers or dealers are required by law to inform the SEC of any possible violations by people who may have material, non-public information. The SEC aggressively investigates even small insider trading violations.

F.Examples of Insider Trading

Examples of insider trading cases include actions brought against corporate officers, directors, and employees who traded in a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members and other tippees of such officers, directors, and employees who traded in the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers.

The following are illustrations of insider trading violations. These illustrations are hypothetical and, consequently, not intended to reflect on the actual activities or business of the Company or any other entity.

Trading by Insider

•An officer of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the officer purchases X Corporation’s shares. The officer, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The officer also is subject to, among other things, criminal prosecution, including up to $5,000,000 in additional fines and 20 years in jail. Depending upon the circumstances, X Corporation and the individual to whom the officer reports also could be liable as controlling persons.

Trading by Tippee

•An officer of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation’s shares in advance of the announcement. The officer is jointly liable with his friend for all of the friend’s profits, and each is liable for all civil penalties of up to three times the amount of the friend’s profits. The officer and his friend are also subject to criminal prosecution and other remedies and sanctions, as described above.

IV.ADDITIONAL PROHIBITED TRANSACTIONS

A.Short Sales; Speculation in the Company’s Securities

Short sales (sales of securities that are not owned at the time of sale) may reduce the seller’s incentive to improve the Company’s performance and are prohibited by this Policy. Any other transaction, the primary purpose of which is to capitalize on short-term opposite way movements in the value of the Company’s securities is also prohibited.

B.Publicly Traded Options

A transaction in options is, in effect, a bet on the short-term movement of the Company’s shares and therefore creates the appearance that an officer, director or employee is trading based on inside information. Transactions in options also may focus an Insider’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities involving the Company’s equity securities are prohibited by this Policy.

C.Hedging Transactions

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an Insider to lock in much of the value of his or her shareholdings, often in exchange for all or part of the potential for upside appreciation in the shares. These transactions allow the Insider to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Insider may no longer have the same objectives as the Company’s other shareholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.

D.Margin and Pledging of the Company’s Securities Prohibited

Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of shares options or other awards under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans or otherwise is also prohibited. This prohibition means, among other things, that an Insider cannot hold the Company’s securities in a “margin account” (which would allow the Insider to borrow against his or her holdings to buy securities).

V.RULE 10b5-1 TRADING PLANS

Rule 10b5-1 provides an affirmative defense to insider trading liability for transactions under a previously established binding contract, written plan or instruction (a “Trading Plan”) entered into in good faith when not in possession of material, non-public information and in accordance with the terms of Rule 10b5-1. Once you establish a Trading Plan in accordance with the foregoing, you will not need to pre-clear transactions made pursuant to the terms of the Trading Plan.

The initiation of, and any modification to or termination of, any such Trading Plan will be deemed to be a transaction in the Company’s securities, and such initiation, modification or termination is subject to all limitations and prohibitions relating to transactions in the Company’s securities. Each such Trading Plan, and any modification or termination thereof, must be submitted to and pre-approved in the manner set forth above and such conditions on the implementation and operation of the Trading Plan may be imposed as the Company deems necessary or advisable. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not the Company or any of its other employees.

The Company reserves the right from to time to time suspend, discontinue or otherwise prohibit any transaction in the Company’s securities, even pursuant to a previously approved Trading Plan, if the Company, in its discretion, determines that such suspension, discontinuation or other prohibition is in the best interests of the Company.

None of the Company, the Chief Executive Officer, General Counsel, Chief Financial Officer, or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a Trading Plan submitted pursuant to this Policy. Notwithstanding any review of a Trading Plan pursuant to this Policy, none of the Company, the Chief Executive Officer, General Counsel, Chief Financial Officer, or the Company’s other employees assumes any liability for the legality or consequences relating to such Trading Plan to the person adopting such Trading Plan.

9

Document

Exhibit 21.1

Clarivate Plc

List of Subsidiaries

Listed below are all the subsidiaries owned (directly or indirectly) or controlled by Clarivate Plc, except certain inactive subsidiaries and certain other Clarivate subsidiaries which are not included in the listing because considered in the aggregate they do not constitute a significant subsidiary as of the date this list was compiled.

Entity Name	State or Country of Incorporation or Organization
Annui GmbH	Germany
BlackB Srl	Belgium
Camelot Deutschland GmbH	Germany
Camelot Finance S.A.	Luxembourg
Camelot Holdco 3 (Jersey) Limited	Jersey
Camelot Holdings (Jersey) Limited	Jersey
Camelot Professional K.K.	Japan
Camelot Spain, S.L.U.	Spain
Camelot UK Bidco Limited	England and Wales
Camelot UK Holdco Limited	England and Wales
Camelot UK Holdco 2 Limited	England and Wales
Camelot UK Top Holdco Limited	England and Wales
Camelot U.S. Acquisition 2 Co.	Delaware
Camelot US Acquisitions 3 Co.	Delaware
Camelot U.S. Acquisition 4 Co.	Delaware
Camelot U.S. Acquisition LLC	Delaware
Cee-Bo Global IP Management Services (Shenzhen) Limited	China
Cee-Bo Landon Information Consulting (Shanghai) Limited	China
Centre for Innovation in Regulatory Science Limited	England and Wales
Centre for Medicines Research International Limited	England and Wales
Clarivate (Chengdu) Technology Co., Ltd.	China
Clarivate (Guangzhou) Technology Co., Ltd.	China
Clarivate (Jinan) Technology Co., Ltd.	China
Clarivate (Malaysia) Sdn. Bhd.	Malaysia
Clarivate (Suzhou) Technology Co., Ltd.	China
Clarivate (Wuhan) Technology Co., Ltd.	China
Clarivate (Xian) Technology Co., Ltd.	China
Clarivate Analytics (Australia) Holdings Pty Limited	Australia
Clarivate Analytics (Australia) Pty Limited	Australia
Clarivate Analytics (Beijing) Technology Company Ltd.	China
Clarivate Analytics (Belgium) N.V.	Belgium
Clarivate Analytics (Canada) Corp.	Canada
Clarivate Analytics (Compumark) Inc.	Delaware
Clarivate Analytics (Compumark) Limited	England and Wales
Clarivate Analytics (Compumark) SAS	France
Clarivate Analytics (Deutschland) GmbH	Germany
Clarivate Analytics (España), S.A.U.	Spain
Clarivate Analytics (France) Holdings SAS	France
Clarivate Analytics (France) SAS	France
Clarivate Analytics (India) Private Limited	India
Clarivate Analytics (International) Limited	England and Wales
Clarivate Analytics (Italia) S.r.l.	Italy
Clarivate Analytics (Japan) Co. Ltd.	Japan
Clarivate Analytics (New Zealand) Holdings Limited	New Zealand
Clarivate Analytics (Singapore) Pte. Ltd.	Singapore
Clarivate Analytics (Taiwan) Co., Ltd.	Taiwan
Clarivate Analytics (UK) Limited	England and Wales
Clarivate Analytics (US) Holdings Inc.	Delaware
Clarivate Analytics (US) LLC	Delaware
Clarivate Analytics Information Services (Beijing) Co. Ltd.	China
Clarivate Analytics Korea Ltd.	South Korea
Clarivate Analytics Mexico, S.A. de C.V.	Mexico
Clarivate EL Corporation	Delaware
Clarivate IP (US) Holdings Corporation	Delaware
Clarivate IP Services Limited	Scotland
Clarivate Science Holdings Corporation	Delaware
Clarivate Servicos Analiticos Brasil Ltda.	Brazil
Clarivate U.S. Science Holdings Corporation	Delaware
Computer Patent Annuities International Limited	England and Wales
CPA Global (Asia) Limited	Hong Kong
CPA Global (Australia) Pty Ltd	Australia
CPA Global (FIP) LLC	Delaware
CPA Global (FTF) Inc.	Delaware
CPA Global (IPAN) LLC	Delaware
CPA Global (Ipendo) AB	Sweden
CPA Global (Ipendo) Inc.	Delaware
CPA Global (Ipendo Systems) AB	Sweden
CPA Global (Korea) LLC	South Korea
CPA Global (Landon IP) Inc.	Virginia
CPA Global (Landon IP) Limited	England and Wales
CPA Global (Patrafee) AB	Sweden
CPA Global (Patrafee) Limited	England and Wales
CPA Global Deutschland GmbH	Germany
CPA Global d.o.o. Beograd-Stari Grad	Serbia
CPA Global Group Holdings Limited	Jersey
CPA Global Holdings (France) SNC	France
CPA Global IP Management Consulting (Taiwan) Co., Ltd	Taiwan
CPA Global Limited	Jersey
CPA Global Management Services Limited	England and Wales
CPA Global North America LLC	Delaware
CPA Global Patent Research LLC	Virginia
CPA Global Renewals (UK) Limited	England and Wales
CPA Global Services Private Limited	India
CPA Global Services US Inc	Delaware
CPA Global Software Solutions Australia Pty Limited	Australia
CPA Global Software Solutions SAS	France
CPA Global Software Solutions (UK) Limited	England and Wales
CPA Global Support Services India Private Limited	India
CPA Global Support Services LLC	Delaware
CPA Global Sweden Holdings AB	Sweden
C.P.A. Limited	Jersey
CPAUSH Limited	England and Wales
CPA US Holdings, Inc	Delaware
Crossbow IP Services LLC	Delaware
DARTS-IP SRL	Belgium
Decision Resources, Inc.	Delaware
Discovery Logic, Inc.	Delaware
DR/Decision Resources, LLC	Delaware
DRG Analytics & Insights Private Limited	India
DRG Holdco Inc.	Delaware
Ex Libris (Australia) Pty. Ltd.	Australia
Ex Libris (Deutschland) GmbH	Germany
Ex Libris (France) Sarl	France
Ex Libris (Scandinavia) A/S	Denmark
Ex Libris (UK) Limited	England and Wales
Ex Libris (USA) Inc	New York
Ex Libris Asia Pacific Pte. Ltd.	Singapore
Ex Libris Global Holdings, Inc.	Delaware
Ex Libris Group Holdings Corp.	Delaware
Ex Libris Group LLC	Delaware
Ex Libris Israeli Holdco Ltd.	Israel
Ex Libris Italy S.r.l.	Italy
Ex Libris Ltd.	Israel
Ex Libris Software Science & Technology Development (Beijing) Co. Ltd.	China
Hanlim IPS Co. Ltd.	South Korea
III Acquisition Corp.	Delaware
Information Ventures LLC	Delaware
Innography, Inc	Delaware
Innovative Interfaces Canada Inc.	Canada
Innovative Interfaces Incorporated	California
Innovative Interfaces International Limited	England and Wales
Innovative Interfaces Ireland Limited	Ireland
Innovative Interfaces Limited	England and Wales
IPAN BPM GmbH	Germany
IPAN GmbH	Germany
IPAN Service GmbH	Germany
IP Folio Corporation	Delaware
IPSS Europe Limited	England and Wales
Landon IP (HK) Limited	Hong Kong
Longbow Legal Limited	Hong Kong
Longbow Legal Services Inc	Delaware
Longbow Legal Services Private Limited	India
Markpro Co.	South Korea
Markpro Global Company (Japanese: Markpro Japan K.K.)	Japan
Markpro US LLC	Delaware
Master Data Center Inc	Michigan
MicroPatent LLC	Delaware
Millennium Research Group Inc	Canada
Pi2 Solutions Limited	England and Wales
ProQuest Chile S.p.A.	Chile
ProQuest Colombia S.A.S.	Colombia
ProQuest European Holdings Limited	England and Wales
ProQuest Information and Learning Limited	England and Wales
ProQuest Information and Learning LLC	Delaware
ProQuest LATAM, Sociedad de R.L. de C.V.	Mexico
ProQuest Latin America Servicos E Produtos Para Acesso A Informacao Ltda.	Brazil
ProQuest LLC	Delaware
ProQuest LP	Maryland
ProQuest Netherlands B.V.	Netherlands
ProQuest Pension Trustee Limited	England and Wales
ProQuest UK Holdings Limited	England and Wales
Publons Limited	New Zealand
Research Research (Africa) Pty Limited	South Africa
Research Research Limited	England and Wales
Rowan TELS Corp.	Delaware
See-Out Pty Limited	Australia
Selige Investments S.a.r.l.	Luxembourg
Sigmatic Limited	England and Wales
Trademark Vision USA, LLC	Delaware
Unycom GmbH	Austria
Unycom Management Services GmbH	Austria
VTLS, Inc.	Virginia
WIRO Limited	England and Wales
Zarabatana Solucoes Em Informatica Ltda.	Brazil

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-291243) and S-8 (No. 333-231405, No. 333-277865 and 333-289134) of Clarivate Plc of our report dated February 24, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 24, 2026

Document

Exhibit 31

CERTIFICATION

I, Matitiahu Shem Tov, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Clarivate Plc;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2026	/s/ Matitiahu Shem Tov
	Matitiahu Shem Tov
	Chief Executive Officer and Director

CERTIFICATION

I, Jonathan M. Collins, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Clarivate Plc;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2026	/s/ Jonathan M. Collins
	Jonathan M. Collins
	Executive Vice President and Chief Financial Officer

Document

Exhibit 32

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Clarivate Plc (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matitiahu Shem Tov, Chief Executive Officer and Director of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2026	/s/ Matitiahu Shem Tov
	Matitiahu Shem Tov
	Chief Executive Officer and Director

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Clarivate Plc (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan M. Collins, Executive Vice President and Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2026	/s/ Jonathan M. Collins
	Jonathan M. Collins
	Executive Vice President and Chief Financial Officer