UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 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

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of ordinary shares of the Company outstanding as of September 30, 2025, was 661,435,069.

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TABLE OF CONTENTS

	Page
Part I. Financial Information	4
Item 1. Financial Statements (Unaudited)	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Consolidated Statements of Changes in Equity	7
Condensed Consolidated Statements of Cash Flows	9
Notes to the Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
Part II. Other Information	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5. Other Information	30
Item 6. Exhibits	31
Signature	32

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Cautionary Note Regarding Forward-Looking Statements

This quarterly 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 quarterly 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 accessibility 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, macroeconomic market conditions, and changing regulatory requirements;

•changes in government policy positions, including trade policy, spending priorities, or reductions in government programs, government spending, or research 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 having operations and employees in Israel;

•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;

•the strength of our brand and reputation;

•our level of indebtedness, which could adversely affect our business, financial condition, and results of operations;

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

•our ability to leverage artificial intelligence technologies (“AI”) in our products and services, including generative AI, large language models (“LLMs”), machine learning, and other AI tools;

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

•our ability to comply with applicable data protection and privacy laws; and

•other factors beyond our control.

The forward-looking statements contained in this quarterly 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 quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K. 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

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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.

Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly 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, dollar amounts throughout this quarterly report are presented in millions of dollars, 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 quarterly 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.

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PART I. Financial Information

Item 1. Financial Statements.

CLARIVATE PLC

Condensed Consolidated Balance Sheets (Unaudited)

(In millions)	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash	$	318.7	$	295.2
Accounts receivable, net	810.7		798.3
Prepaid expenses	93.9		85.9
Other current assets	67.8		65.2
Total current assets	1,291.1		1,244.6
Property and equipment, net	52.6		53.5
Other intangible assets, net	8,149.0		8,441.2
Goodwill	1,566.7		1,566.6
Other non-current assets	69.0		82.2
Deferred income taxes	49.2		48.5
Operating lease right-of-use assets	50.0		53.6
Total assets	$	11,227.6	$	11,490.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	139.7	$	124.5
Accrued compensation	129.6		119.2
Accrued expenses and other current liabilities	328.8		310.1
Current portion of deferred revenues	872.8		859.1
Current portion of operating lease liability	18.7		20.6
Total current liabilities	1,489.6		1,433.5
Long-term debt	4,419.0		4,518.7
Other non-current liabilities	98.6		72.5
Deferred income taxes	274.5		273.3
Operating lease liabilities	42.1		53.2
Total liabilities	6,323.8		6,351.2
Commitments and contingencies (Note 13)
Shareholders' equity:
Ordinary Shares, no par value; unlimited shares authorized; 661.4 and 691.4 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	12,867.9		12,978.8
Accumulated other comprehensive loss	(446.4)		(526.3)
Accumulated deficit	(7,517.7)		(7,313.5)
Total shareholders' equity	4,903.8		5,139.0
Total liabilities and shareholders' equity	$	11,227.6	$	11,490.2

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2025		2024		2025		2024
Revenues	$	623.1	$	622.2	$	1,838.2	$	1,893.7
Operating expenses:
Cost of revenues	218.2		210.1		628.8		641.5
Selling, general and administrative costs	170.0		169.7		529.5		546.8
Depreciation and amortization	191.8		177.2		568.1		541.0
Goodwill and intangible asset impairments	—		13.8		—		316.6
Restructuring and other impairments	11.9		4.0		45.9		14.2
Other operating expense (income), net	(12.8)		25.7		35.8		46.9
Total operating expenses	579.1		600.5		1,808.1		2,107.0
Income (loss) from operations	44.0		21.7		30.1		(213.3)
Fair value adjustment of warrants	—		—		—		(5.2)
Interest expense, net	68.5		72.2		199.4		213.5
Income (loss) before income taxes	(24.5)		(50.5)		(169.3)		(421.6)
Provision (benefit) for income taxes	3.8		15.1		34.9		23.3
Net income (loss)	(28.3)		(65.6)		(204.2)		(444.9)
Dividends on preferred shares	—		—		—		31.3
Net income (loss) attributable to ordinary shares	$	(28.3)	$	(65.6)	$	(204.2)	$	(476.2)
Per share:
Basic	$	(0.04)	$	(0.09)	$	(0.30)	$	(0.69)
Diluted	$	(0.04)	$	(0.09)	$	(0.30)	$	(0.69)
Weighted average shares used to compute earnings per share:
Basic	668.3		718.7		679.7		690.5
Diluted	668.3		718.7		679.7		690.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

	Three Months Ended September 30,
(In millions)	2025		2024
Net income (loss)	$	(28.3)	$	(65.6)
Other comprehensive income (loss), net of tax:
Hedging relationships, net of tax of $(0.4) and $(4.4)	(0.9)		(13.0)
Defined benefit pension plans	—		—
Foreign currency translation adjustment	(26.3)		76.2
Other comprehensive income (loss), net of tax	(27.2)		63.2
Comprehensive income (loss)	$	(55.5)	$	(2.4)			Nine Months Ended September 30,
---	---	---	---	---
(In millions)	2025		2024
Net income (loss)	$	(204.2)	$	(444.9)
Other comprehensive income (loss), net of tax:
Hedging relationships, net of tax of $(2.3) and $(3.7)	(8.1)		(10.8)
Defined benefit pension plans	0.1		—
Foreign currency translation adjustment	87.9		72.3
Other comprehensive income (loss), net of tax	79.9		61.5
Comprehensive income (loss)	$	(124.3)	$	(383.4)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

	Ordinary Shares			Preferred Shares			Accumulated Other<br><br>Comprehensive<br><br>Loss	Accumulated <br>Deficit		Total<br>Shareholders’ <br> Equity
(In millions)	Shares	Amount		Shares	Amount
Balance at December 31, 2024	691.4	$	12,978.8	—	$	—		$	(526.3)	$	(7,313.5)	$	5,139.0
Vesting of restricted stock units	5.1	—		—	—			—		—		—
Share-based award activity	(1.7)	6.3		—	—			—		—		6.3
Repurchase and retirement of ordinary shares	(11.7)	(50.0)		—	—			—		—		(50.0)
Net income (loss)	—	—		—	—			—		(103.9)		(103.9)
Other comprehensive income (loss)	—	—		—	—			35.7		—		35.7
Balance at March 31, 2025	683.1	$	12,935.1	—	$	—		$	(490.6)	$	(7,417.4)	$	5,027.1
Vesting of restricted stock units	0.8	—		—	—			—		—		—
Share-based award activity	(0.2)	17.1		—	—			—		—		17.1
Repurchase and retirement of ordinary shares	(11.5)	(49.5)		—	—			—		—		(49.5)
Net income (loss)	—	—		—	—			—		(72.0)		(72.0)
Other comprehensive income (loss)	—	—		—	—			71.4		—		71.4
Balance at June 30, 2025	672.2	$	12,902.7	—	$	—		$	(419.2)	$	(7,489.4)	$	4,994.1
Vesting of restricted stock units	1.3	—		—	—			—		—		—
Share-based award activity	(0.4)	15.2		—	—			—		—		15.2
Repurchase and retirement of ordinary shares	(11.7)	(50.0)		—	—			—		—		(50.0)
Net income (loss)	—	—		—	—			—		(28.3)		(28.3)
Other comprehensive income (loss)	—	—		—	—			(27.2)		—		(27.2)
Balance at September 30, 2025	661.4	$	12,867.9	—	$	—		$	(446.4)	$	(7,517.7)	$	4,903.8

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

	Ordinary Shares			Preferred Shares			Accumulated Other<br><br>Comprehensive<br><br>Loss	Accumulated <br>Deficit		Total<br>Shareholders’ <br> Equity
(In millions)	Shares	Amount		Shares	Amount
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	3.3	—		—	—			—		—		—
Share-based award activity	(1.2)	6.9		—	—			—		—		6.9
Dividends to preferred shareholders	—	—		—	—			—		(18.8)		(18.8)
Net income (loss)	—	—		—	—			—		(75.0)		(75.0)
Other comprehensive income (loss)	—	—		—	—			(17.0)		—		(17.0)
Balance at March 31, 2024	668.2	$	11,747.4	14.4	$	1,392.6		$	(512.3)	$	(6,739.3)	$	5,888.4
Vesting of restricted stock units	0.7	—		—	—			—		—		—
Share-based award activity	(0.1)	17.7		—	—			—		—		17.7
Conversion of preferred shares into ordinary shares	55.3	1,392.6		(14.4)	(1,392.6)			—		—		—
Dividends to preferred shareholders	—	—		—	—			—		(12.5)		(12.5)
Net income (loss)	—	—		—	—			—		(304.3)		(304.3)
Other comprehensive income (loss)	—	—		—	—			15.3		—		15.3
Balance at June 30, 2024	724.1	$	13,157.7	—	$	—		$	(497.0)	$	(7,056.1)	$	5,604.6
Vesting of restricted stock units	2.1	—		—	—			—		—		—
Share-based award activity	(0.7)	11.3		—	—			—		—		11.3
Repurchase and retirement of ordinary shares	(15.2)	(100.0)		—	—			—		—		(100.0)
Net income (loss)	—	—		—	—			—		(65.6)		(65.6)
Other comprehensive income (loss)	—	—		—	—			63.2		—		63.2
Balance at September 30, 2024	710.3	$	13,069.0	—	$	—		$	(433.8)	$	(7,121.7)	$	5,513.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
(In millions)	2025		2024
Cash Flows From Operating Activities
Net income (loss)	$	(204.2)	$	(444.9)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	568.1		541.0
Share-based compensation	45.4		48.9
Restructuring and other impairments, including goodwill	2.8		314.5
Deferred income taxes	(11.6)		(28.8)
Amortization and write-off of debt issuance costs	11.3		11.1
Other operating activities	27.1		36.1
Changes in operating assets and liabilities:
Accounts receivable	6.2		148.2
Prepaid expenses	(7.2)		(8.5)
Other assets	0.5		(9.8)
Accounts payable	11.7		(16.5)
Accrued expenses and other current liabilities	27.3		22.1
Deferred revenues	(8.3)		(102.3)
Operating leases, net	(4.3)		(7.8)
Other liabilities	3.8		2.0
Net cash provided by operating activities	468.6		505.3
Cash Flows From Investing Activities
Capital expenditures	(192.5)		(206.9)
Payments for acquisitions, net of cash acquired	—		(32.0)
Proceeds from divestitures, net of cash divested	—		(19.2)
Net cash used for investing activities	(192.5)		(258.1)
Cash Flows From Financing Activities
Principal payments on debt	(600.0)		(58.1)
Proceeds from issuance of debt	500.0		—
Payment of debt issuance costs, extinguishment costs, and related fees	(9.5)		(20.1)
Repurchases of ordinary shares	(149.5)		(100.0)
Cash dividends on preferred shares	—		(37.7)
Payments related to tax withholding for share-based compensation	(9.6)		(13.9)
Other financing activities	3.4		(0.7)
Net cash used for financing activities	(265.2)		(230.5)
Effects of exchange rates	12.6		1.1
Net change in cash and cash equivalents, including restricted cash	23.5		17.8
Cash and cash equivalents, including restricted cash, beginning of period	295.2		370.7
Cash and cash equivalents, including restricted cash, end of period	$	318.7	$	388.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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 connect people and organizations to the intelligence they can trust to transform their perspective, their work, and our world. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. We offer enriched data, insights & analytics, workflow solutions, and expert 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 12 - Segment Information.

Basis of Presentation

The accompanying Condensed 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. In our opinion, these interim statements reflect all adjustments necessary to a fair statement of the results for the periods presented, and such adjustments are of a normal, recurring nature. Results from interim periods should not be considered indicative of results for the full year. The financial statements included herein should be read in conjunction with the financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2024. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany transactions and balances have been eliminated in consolidation. 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 $9.5 and $10.5 as of September 30, 2025 and December 31, 2024, respectively.

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 Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most significant of these estimates relate to the initial valuation of acquired long-lived and intangible assets and goodwill, subsequent 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 worsening macroeconomic and market conditions, sustained declines in our share price, and expectations of future events that we believe are reasonable under the circumstances.

Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. We are currently assessing the impact of this update on our related disclosures.

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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, 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 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: Revenues

We provide solutions to our customers primarily through subscription arrangements and re-occurring contracts. 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 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 contractual term as the access or service is provided.

•Re-occurring revenues. Derived from our patent and trademark maintenance services provided to our customers that are renewed regularly. 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 to manage the renewal process on their behalf. These contracts typically include evergreen clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.

•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. We typically invoice and record revenue for this revenue stream upon delivery of the product, data set, or project, although for longer software implementation projects, we will periodically invoice and recognize revenue in connection with the completion of related performance obligations.

The following table presents our revenues disaggregated by transaction type (see Note 12 - Segment Information for our revenues disaggregated by segment):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Subscription revenues	$	405.4	$	411.1	$	1,199.7	$	1,219.8
Re-occurring revenues	105.3		106.7		320.1		317.8
Transactional revenues	112.4		104.4		318.4		356.1
Revenues	$	623.1	$	622.2	$	1,838.2	$	1,893.7

The following table presents our contract balances:

	September 30, 2025		December 31, 2024
Accounts receivable, net	$	810.7	$	798.3
Current portion of deferred revenues	$	872.8	$	859.1
Non-current portion of deferred revenues(1)	$	18.4	$	16.6
(1) Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.

During the nine months ended September 30, 2025, we recognized revenues of $687.6 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the Condensed 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 3: Other Intangible Assets, Net

The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class:

	September 30, 2025						December 31, 2024
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,839.4	$	(1,788.8)	$	6,050.6	$	7,773.9	$	(1,515.9)	$	6,258.0
Technology and content	2,813.4		(1,393.5)		1,419.9		2,748.8		(1,204.6)		1,544.2
Computer software	1,219.3		(725.0)		494.3		1,060.6		(609.2)		451.4
Trade names and other	89.4		(62.1)		27.3		88.4		(57.7)		30.7
Definite-lived intangible assets	$	11,961.5	$	(3,969.4)	$	7,992.1	$	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	$	12,118.4	$	(3,969.4)	$	8,149.0	$	11,828.6	$	(3,387.4)	$	8,441.2

Amortization expense related to intangible assets was $185.9 and $172.8 for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, amortization expense was $551.7 and $527.2, respectively.

Note 4: 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. The fair value of the swaps represents the estimated amount we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for the bid-ask spread.

As of September 30, 2025, we have outstanding interest rate swaps with an aggregate notional value of $1,644.8. This amount includes four 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		Effective Date	Maturity Date
Swaps entered May 2023	$	742.1	May 2023	October 2026
Swaps entered June 2025	402.7		June 2025	January 2031
Forward-starting swaps entered Aug 2025	500.0		October 2026	January 2030
Total	$	1,644.8

Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed 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 September 30, 2025, we estimate that approximately $4.7 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 7 - Shareholders' Equity.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Fair value hedges

In June 2025, we entered into two cross-currency swaps with a combined notional value of €350.0, 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.

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 7 - 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 7 - 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 September 30, 2025 and December 31, 2024, the notional amount of our outstanding foreign currency forward contracts was $160.4 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 using market-based inputs, including current and anticipated movements in future interest rates and the relevant currency spot and forward rates. We receive third-party valuation reports to corroborate our determination of fair value.

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 $2.5 and $(4.2) for the three months ended September 30, 2025 and 2024, respectively, and $(0.8) and $(1.9) for the nine months ended September 30, 2025 and 2024, respectively.

The following table provides the location and the fair value of our derivative instruments in the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024:

	Balance Sheet Location	September 30, 2025		December 31, 2024
Cash flow hedging relationships:
Interest rate swaps	Other non-current assets	$	5.9	$	14.7
Interest rate swaps	Other non-current liabilities	4.7		—
Fair value hedging relationships:
Cross-currency swaps	Other non-current liabilities	5.3		—
Net investment hedge:
Cross-currency swap	Other non-current assets	—		3.7
Cross-currency swap	Other non-current liabilities	8.5		—
Not designated as accounting hedges:
Foreign currency forwards	Other current assets	0.1		—
Foreign currency forwards	Accrued expenses and other current liabilities	0.4		1.1
Total derivative assets		$	6.0	$	18.4
Total derivative liabilities		$	18.9	$	1.1

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 5: Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2025		December 31, 2024
Liabilities due to customers	$	79.3	$	84.8
Accrued royalties	85.8		79.3
Miscellaneous accruals	163.7		146.0
Accrued expenses and other current liabilities	$	328.8	$	310.1

Note 6: Debt

The following table summarizes our total indebtedness:

		September 30, 2025			December 31, 2024
Type	Maturity	Effective<br>Interest<br>Rate	Carrying<br>Value		Effective<br>Interest<br>Rate	Carrying<br>Value
Senior Secured Notes	2026	4.500%	100.0		4.500%	700.0
Senior Secured Notes	2028	3.875%	921.2		3.875%	921.2
Senior Notes	2029	4.875%	921.4		4.875%	921.4
Revolving Credit Facility	2029	6.913%	—		7.107%	—
Term Loan Facility (Tranche 1)	2031	6.913%	1,999.2		7.107%	1,999.2
Term Loan Facility (Tranche 2)	2031	7.413%	500.0		—%	—
Finance lease	2036	6.936%	28.4		6.936%	29.3
Total debt outstanding			$	4,470.2		$	4,571.1
Debt discounts and issuance costs			(49.7)			(51.1)
Current portion of long-term debt			(1.5)			(1.3)
Long-term debt			$	4,419.0		$	4,518.7

Senior Secured Notes (2026)

Interest on the Senior Secured Notes due 2026 is payable semi-annually to holders of record on May 1 and November 1 of each year. The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2028. These 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 and are secured on a first-priority basis by the collateral now owned or hereafter acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secures the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).

In May 2025, we used the proceeds from the incremental term loans (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.

Senior Secured Notes (2028) and Senior Notes (2029)

Interest on the Senior Secured Notes due 2028 and the Senior Notes due 2029 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 and Senior Secured Notes due 2026. Both series of notes are guaranteed on a joint and several basis by each indirect subsidiary that is an obligor or guarantor under our credit facilities and Senior Secured Notes due 2026.

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 maturity. As of September 30, 2025, letters of credit totaling $6.5 were collateralized by the revolving credit facility.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Term Loan Facility (2031)

Our $2,150.0 Tranche 1 term loans amortize in equal quarterly installments equivalent to a rate of 1.00% per annum, with the remaining balance due at maturity. Optional principal prepayments are applied against the scheduled quarterly installments in the order of upcoming maturities.

In May 2025, we entered into an incremental $500.0 tranche of term loans. These Tranche 2 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. 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 our fixed rate debt is estimated based on market observable data for debt with similar prepayment features. As of September 30, 2025 and December 31, 2024, the fair value of our debt was $4,372.8 and $4,423.2, respectively, and is considered Level 2 under the fair value hierarchy.

Note 7: Shareholders' Equity

Share Repurchase Program

In December 2024, our 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 nine months ended September 30, 2025, we repurchased approximately 34.8 million ordinary shares for $149.5 at an average price of $4.29 per share. All repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of September 30, 2025, we had $350.5 of availability remaining under the share repurchase program.

Accumulated Other Comprehensive Loss (“AOCL”)

The tables below provide information about the changes in AOCL by component and the related amounts reclassified to net earnings during the periods indicated (net of tax).

	Nine Months Ended September 30, 2025
	Hedging relationships(1)		Defined benefit pension plans		Foreign currency translation adjustment(2)		AOCL
Balance as of December 31, 2024	$	10.7	$	(0.4)	$	(536.6)	$	(526.3)
Other comprehensive income (loss) before reclassifications	0.9		0.1		88.5		89.5
Reclassifications from AOCL to net earnings	(9.0)		—		(0.6)		(9.6)
Net other comprehensive income (loss)	(8.1)		0.1		87.9		79.9
Balance as of September 30, 2025	$	2.6	$	(0.3)	$	(448.7)	$	(446.4)
---	---	---	---	---	---	---	---
		Defined benefit pension plans		Foreign currency translation adjustment(2)		AOCL
Balance as of December 31, 2023	16.2	$	0.4	$	(511.9)	$	(495.3)
Other comprehensive income (loss) before reclassifications		—		73.2		80.6
Reclassifications from AOCL to net earnings		—		(0.9)		(19.1)
Net other comprehensive income (loss)		—		72.3		61.5
Balance as of September 30, 2024	5.4	$	0.4	$	(439.6)	$	(433.8)
(1) Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the nine months ended September 30, 2025, also includes the excluded component of our cross-currency swaps designated as fair value hedges. Refer to Note 4 - Derivative Instruments for further information.
(2) Primarily includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to , and, to a lesser extent, 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 outstanding shares of our 5.25% Series A Mandatory Convertible Preferred Shares (“MCPS”) automatically converted into ordinary shares. All accumulated preferred dividends were paid prior to the conversion.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 8: 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 expect to incur approximately $5 of additional restructuring costs, primarily from a reduction in workforce, a majority of which we expect to incur in 2025.

•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 substantially 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.

The following table summarizes the pre-tax charges by activity and program during the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Severance and related benefit costs:
Value Creation Plan	$	11.2	$	—	$	44.0	$	—
Segment Optimization	—		4.2		0.4		16.3
ProQuest Acquisition Integration	—		—		—		(0.1)
Total Severance and related benefit costs	11.2		4.2		44.4		16.2
Exit and disposal costs:
Value Creation Plan	0.7		—		1.5		—
Segment Optimization	—		0.1		—		0.3
Total Exit and disposal costs	0.7		0.1		1.5		0.3
Lease abandonment costs:
Segment Optimization	—		(0.3)		—		(2.3)
Total Lease abandonment costs	—		(0.3)		—		(2.3)
Restructuring and other impairments	$	11.9	$	4.0	$	45.9	$	14.2

The following table summarizes the pre-tax charges by program and segment during the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Academia & Government:
Value Creation Plan	$	3.3	$	—	$	19.9	$	—
Segment Optimization	—		1.7		—		5.5
ProQuest Acquisition Integration	—		—		—		(0.1)
Total A&G	3.3		1.7		19.9		5.4
Intellectual Property:
Value Creation Plan	4.4		—		12.4		—
Segment Optimization	—		0.2		0.3		3.2
Total IP	4.4		0.2		12.7		3.2
Life Sciences & Healthcare:
Value Creation Plan	4.2		—		13.2		—
Segment Optimization	—		2.1		0.1		5.6
Total LS&H	4.2		2.1		13.3		5.6
Restructuring and other impairments	$	11.9	$	4.0	$	45.9	$	14.2

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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,<br><br>and abandonment costs		Total
Reserve balance as of December 31, 2024	$	2.3	$	—	$	2.3
Expenses recorded	44.4		1.5		45.9
Payments made	(36.9)		(0.9)		(37.8)
Noncash items	(2.8)		—		(2.8)
Reserve balance as of September 30, 2025	$	7.0	$	0.6	$	7.6
Reserve balance as of December 31, 2023	$	5.9	$	1.4	$	7.3
Expenses recorded	16.2		(2.0)		14.2
Payments made	(18.9)		(4.7)		(23.6)
Noncash items	(1.0)		5.3		4.3
Reserve balance as of September 30, 2024	$	2.2	$	—	$	2.2

Note 9: Other Operating Expense (Income), Net

Other operating expense (income), net, consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Loss (gain) on divestiture(1)	$	—	$	—	$	—	$	14.8
Net foreign exchange loss (gain)	(15.3)		31.5		38.1		36.1
Miscellaneous expense (income), net	2.5		(5.8)		(2.3)		(4.0)
Other operating expense (income), net	$	(12.8)	$	25.7	$	35.8	$	46.9
(1) Related to the sale of Valipat, a small product group within our IP segment.

Note 10: Income Taxes

We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income (loss) and adjust the provision for discrete tax items recorded in the period.

The income tax provision of $3.8 and $15.1 for the three months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.

The income tax provision of $34.9 and $23.3 for the nine months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.

On July 4, 2025, H.R.1, known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. OBBBA contains provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and the restoration of favorable tax treatment for certain business expenses. The change in U.S. tax law has been reflected in the current period and did not have a material impact on the income tax provision for the three and nine months ended September 30, 2025.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 11: Earnings Per Share

The basic and diluted EPS computations for our ordinary shares are calculated as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Basic EPS
Net income (loss)	$	(28.3)	$	(65.6)	$	(204.2)	$	(444.9)
Dividends on preferred shares	—		—		—		31.3
Net income (loss) attributable to ordinary shares	$	(28.3)	$	(65.6)	$	(204.2)	$	(476.2)
Weighted average shares, basic	668.3		718.7		679.7		690.5
Basic EPS	$	(0.04)	$	(0.09)	$	(0.30)	$	(0.69)
Diluted EPS
Net income (loss) attributable to ordinary shares, diluted	$	(28.3)	$	(65.6)	$	(204.2)	$	(476.2)
Weighted average shares, basic	668.3		718.7		679.7		690.5
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	668.3		718.7		679.7		690.5
Diluted EPS	$	(0.04)	$	(0.09)	$	(0.30)	$	(0.69)

Potential ordinary shares on a gross basis of 22.6 and 14.2 related to share-based awards were excluded from diluted EPS for the three months ended September 30, 2025 and 2024, respectively, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis of 20.1 and 22.3 related to share-based awards and private placement warrants were excluded from diluted EPS for the nine months ended September 30, 2025 and 2024, respectively, as their inclusion would have been antidilutive.

As a result of the MCPS conversion described in Note 7 - Shareholders' Equity, during the three and nine months ended September 30, 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 12: Segment Information

As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our business into three reportable segments: Academia & Government, Intellectual Property, and Life Sciences & Healthcare.

Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on revenues and Adjusted EBITDA. 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.

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.

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:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

				Nine Months Ended September 30,
		2024		2025		2024
Academia & Government
Revenues	332.5	$	321.3	$	953.7	$	983.5
People-related costs		(82.2)		(255.0)		(264.9)
Royalties and other product costs		(57.7)		(168.2)		(178.6)
Technology costs		(19.2)		(59.0)		(60.5)
Outside service costs		(9.1)		(25.5)		(29.7)
Other costs		(13.3)		(31.1)		(34.4)
A&G Adjusted EBITDA	146.3	$	139.8	$	414.9	$	415.4
Intellectual Property
Revenues	197.8	$	199.8	$	593.0	$	602.3
People-related costs		(68.3)		(219.8)		(213.6)
Royalties and other product costs		(17.1)		(55.2)		(55.9)
Technology costs		(11.2)		(38.4)		(34.6)
Outside service costs		(5.3)		(16.0)		(15.1)
Other costs		(6.9)		(18.4)		(19.9)
IP Adjusted EBITDA	81.8	$	91.0	$	245.2	$	263.2
Life Sciences & Healthcare
Revenues	92.8	$	101.1	$	291.5	$	307.9
People-related costs		(45.3)		(138.4)		(144.3)
Royalties and other product costs		(8.8)		(27.7)		(27.5)
Technology costs		(6.4)		(21.6)		(19.9)
Outside service costs		(3.5)		(7.8)		(9.8)
Other costs		(3.5)		(8.9)		(9.9)
LS&H Adjusted EBITDA	24.3	$	33.6	$	87.1	$	96.5
Total Reportable Segments
Revenues	623.1	$	622.2	$	1,838.2	$	1,893.7
People-related costs		(195.8)		(613.2)		(622.8)
Royalties and other product costs		(83.6)		(251.1)		(262.0)
Technology costs		(36.8)		(119.0)		(115.0)
Outside service costs		(17.9)		(49.3)		(54.6)
Other costs		(23.7)		(58.4)		(64.2)
Total Reportable Segments Adjusted EBITDA	252.4	$	264.4	$	747.2	$	775.1
Benefit (provision) for income taxes		(15.1)		(34.9)		(23.3)
Depreciation and amortization		(177.2)		(568.1)		(541.0)
Interest expense, net		(72.2)		(199.4)		(213.5)
Share-based compensation expense		(15.4)		(45.6)		(49.7)
Goodwill and intangible asset impairments		(13.8)		—		(316.6)
Restructuring and lease impairments		(4.0)		(45.9)		(14.2)
Fair value adjustment of warrants		—		—		5.2
Transaction related costs		(6.1)		(18.5)		(13.6)
Other(1)		(26.2)		(39.0)		(53.3)
Net income (loss)	(28.3)	$	(65.6)	$	(204.2)	$	(444.9)
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The nine months ended September 30, 2024 includes a 14.8 loss on the divestiture described in Note 9 - Other Operating Expense (Income), Net.

All values are in US Dollars.

Our CODM 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.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 13: 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.

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 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, to be followed by oral argument on the preliminary objections. Clarivate does not believe that the claims alleged in the complaints 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2024 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this quarterly report. The risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements include, but are not limited to, factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K.

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. Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity. We offer enriched data, insights & analytics, workflow solutions, and expert 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 reportable segment structure. Within each of our three segments, we provide the following:

•Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience.

•Insights & analytics. Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts.

•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs.

•Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.

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 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. We define the components of revenue growth as follows:

•Organic. Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency.

•Acquisitions. Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.

•Disposals. Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.

•Foreign Currency (“FX”). The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

Annualized contract value

Our annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the 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 and divestitures, and changes in FX.

Our organic ACV grew 1.6% compared to September 30, 2024, primarily driven by price increases. Our total ACV of $1,542.7 as of September 30, 2025 declined 3.4% compared to $1,596.4 as of September 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.

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 product price increases 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 nine months ended September 30, 2025 and 2024 was 93% and 92%, 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

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

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.

Results of Operations

	Three Months Ended<br>September 30,				Nine Months Ended<br>September 30,				% Change
	2025		2024		2025		2024		QTD	YTD
Revenues	$	623.1	$	622.2	$	1,838.2	$	1,893.7	—%	(3)%
Operating expenses:
Cost of revenues	218.2		210.1		628.8		641.5		4%	(2)%
Selling, general and administrative costs	170.0		169.7		529.5		546.8		—%	(3)%
Depreciation and amortization	191.8		177.2		568.1		541.0		8%	5%
Goodwill and intangible asset impairments	—		13.8		—		316.6		N/M	N/M
Restructuring and other impairments	11.9		4.0		45.9		14.2		N/M	N/M
Other operating expense (income), net	(12.8)		25.7		35.8		46.9		N/M	(24)%
Total operating expenses	579.1		600.5		1,808.1		2,107.0
Income (loss) from operations	44.0		21.7		30.1		(213.3)
Fair value adjustment of warrants	—		—		—		(5.2)		N/M	N/M
Interest expense, net	68.5		72.2		199.4		213.5		(5)%	(7)%
Income (loss) before income taxes	(24.5)		(50.5)		(169.3)		(421.6)
Provision (benefit) for income taxes	3.8		15.1		34.9		23.3		(75)%	50%
Net income (loss)	(28.3)		(65.6)		(204.2)		(444.9)
Dividends on preferred shares	—		—		—		31.3		N/M	N/M
Net income (loss) attributable to ordinary shares	$	(28.3)	$	(65.6)	$	(204.2)	$	(476.2)
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.

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, our 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 our ScholarOne product group within our A&G segment.

•In the second quarter of 2024, we recognized a substantial goodwill impairment.

•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

	Three Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
Subscription	$	405.4	$	411.1		(1.4)	%	—	%	(3.4)	%	0.8	%	1.2	%
Re-occurring	105.3		106.7		(1.4)	(1.3)	%	—	%	—	%	1.9	%	(3.2)	%
Recurring revenues	510.7		517.8		(7.1)	(1.4)	%	—	%	(2.7)	%	1.0	%	0.3	%
Transactional	112.4		104.4		8.0	7.7	%	—	%	9.8	%	0.7	%	(2.8)	%
Revenues	$	623.1	$	622.2		0.1	%	—	%	(0.7)	%	0.9	%	(0.1)	%

All values are in US Dollars.

Subscription organic growth was driven by new sales and price increases, while the subscription disposals decrease was primarily attributed to the ScholarOne divestiture and product group wind-downs within LS&H. The re-occurring organic decline was primarily due to lower IP volumes and sales. The transactional organic decline was also primarily due to lower IP

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

activity, while the transactional disposal increase was primarily due to higher transactional book sales in A&G wind-down products.

	Nine Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
Subscription	$	1,199.7	$	1,219.8		(1.6)	%	0.1	%	(2.9)	%	0.4	%	0.8	%
Re-occurring	320.1		317.8		2.3	0.7	%	—	%	—	%	0.9	%	(0.2)	%
Recurring revenues	1,519.8		1,537.6		(17.8)	(1.2)	%	0.1	%	(2.4)	%	0.5	%	0.6	%
Transactional	318.4		356.1		(37.7)	(10.6)	%	0.1	%	(9.0)	%	0.4	%	(2.1)	%
Revenues	$	1,838.2	$	1,893.7		(2.9)	%	0.1	%	(3.7)	%	0.5	%	0.2	%

All values are in US Dollars.

Subscription organic growth was driven by new sales, improved retention, and price increases, with the subscription disposals decrease primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H. Re-occurring organic revenues were flat, with FX translation gains driving the overall increase. The transactional organic decline was primarily due to lower IP activity, while the transactional disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat divestiture.

Revenues by segment

	Three Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
A&G	$	332.5	$	321.3		3.5	%	—	%	0.8	%	0.7	%	2.0	%
IP	197.8		199.8		(2.0)	(1.0)	%	0.1	%	—	%	1.6	%	(2.7)	%
LS&H	92.8		101.1		(8.3)	(8.2)	%	—	%	(7.7)	%	0.2	%	(0.7)	%
Revenues	$	623.1	$	622.2		0.1	%	—	%	(0.7)	%	0.9	%	(0.1)	%

All values are in US Dollars.

A&G segment revenues increased primarily due to subscription growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.

	Nine Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
A&G	$	953.7	$	983.5		(3.0)	%	—	%	(5.1)	%	0.3	%	1.8	%
IP	593.0		602.3		(9.3)	(1.5)	%	0.1	%	(1.2)	%	0.8	%	(1.2)	%
LS&H	291.5		307.9		(16.4)	(5.3)	%	0.3	%	(4.7)	%	0.2	%	(1.1)	%
Revenues	$	1,838.2	$	1,893.7		(2.9)	%	0.1	%	(3.7)	%	0.5	%	0.2	%

All values are in US Dollars.

A&G segment revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs, partially offset by subscription organic growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to the Valipat divestiture and lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.

Revenues by geography

	Three Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
Americas	$	331.3	$	335.4		(1.2)	%	—	%	(0.5)	%	0.2	%	(0.9)	%
EMEA	168.3		158.8		9.5	6.0	%	—	%	1.4	%	3.0	%	1.6	%
APAC	123.5		128.0		(4.5)	(3.5)	%	—	%	(3.8)	%	0.3	%	—	%
Revenues	$	623.1	$	622.2		0.1	%	—	%	(0.7)	%	0.9	%	(0.1)	%

All values are in US Dollars.

Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H, partially offset by higher transactional book sales attributed to A&G wind-down products. EMEA (Europe/Middle East/Africa) revenues increased primarily due to FX translation gains and strong subscription and transactional orders in A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

	Nine Months Ended<br>September 30,				Change			% of Change
	2025		2024			%		Acquisitions		Disposals		FX		Organic
Americas	$	984.3	$	1,020.6		(3.6)	%	0.2	%	(3.9)	%	—	%	0.1	%
EMEA	484.9		497.3		(12.4)	(2.5)	%	—	%	(4.3)	%	1.5	%	0.3	%
APAC	369.0		375.8		(6.8)	(1.8)	%	—	%	(2.6)	%	0.2	%	0.6	%
Revenues	$	1,838.2	$	1,893.7		(2.9)	%	0.1	%	(3.7)	%	0.5	%	0.2	%

All values are in US Dollars.

Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA revenues decreased primarily due to the Valipat and ScholarOne product group divestitures and product group wind-downs within A&G. APAC revenues decreased due to product group wind-downs within A&G, partially offset by A&G subscription growth.

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 3.9% increase compared to the three months ended September 30, 2024 was primarily driven by increased royalties associated with higher transactional book sales in A&G wind-down products. The 2.0% decrease compared to the nine months ended September 30, 2024 was primarily driven by the Valipat and ScholarOne divestitures, as well as product wind-downs.

Selling, general and administrative costs

Selling, general and administrative (“SG&A”) costs 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 3.2% decrease compared to the nine months ended September 30, 2024 was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.

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 8.2% and 5.0% compared to the three and nine months ended September 30, 2024, respectively, was primarily driven by increased investment in computer software assets.

Goodwill and intangible asset impairments

In the second quarter of 2024, primarily due to sustained declines in our share price, we performed an interim quantitative goodwill impairment assessment by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. The carrying value of the LS&H segment reporting unit exceeded its fair value, resulting in 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 segment 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 goodwill impairment assessment.

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.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

Charges for the three and nine months ended September 30, 2025 were primarily associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. Charges for the three and nine months ended September 30, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.

Other operating expense (income), net

The change of $38.5 compared to the three months ended September 30, 2024 was primarily driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.

The change of $11.1 compared to the nine months ended September 30, 2024 was primarily driven by a $14.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.

Interest expense, net

The decrease of 5.1% and 6.6% compared to the three and nine months ended September 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.

Provision (benefit) for income taxes

The income tax provision of $3.8 and $15.1 for the three months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.

The income tax provision of $34.9 and $23.3 for the nine months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.

The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.

Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:

				Nine Months Ended September 30,
		2024		2025		2024
Net income (loss)	(28.3)	$	(65.6)	$	(204.2)	$	(444.9)
Provision (benefit) for income taxes		15.1		34.9		23.3
Depreciation and amortization		177.2		568.1		541.0
Interest expense, net		72.2		199.4		213.5
Share-based compensation expense		15.4		45.6		49.7
Goodwill and intangible asset impairments		13.8		—		316.6
Restructuring and other impairments		4.0		45.9		14.2
Fair value adjustment of warrants		—		—		(5.2)
Transaction related costs		6.1		18.5		13.6
Other(1)		26.2		39.0		53.3
Adjusted EBITDA	252.4	$	264.4	$	747.2	$	775.1
Net income (loss) margin		(10.5)%		(11.1)%		(23.5)%
Adjusted EBITDA margin		42.5%		40.6%		40.9%
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The nine months ended September 30, 2024 includes a 14.8 loss on the divestiture described in Note 9 - Other Operating Expense (Income), Net.

All values are in US Dollars.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

Liquidity and Capital Resources

We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of September 30, 2025, we had $318.7 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 cash flows by activity for the periods presented:

	Nine Months Ended September 30,				Change
	2025		2024		$	%
Net cash provided by operating activities	$	468.6	$	505.3	(36.7)	(7)	%
Net cash used for investing activities	$	(192.5)	$	(258.1)	65.6	(25)	%
Net cash used for financing activities	$	(265.2)	$	(230.5)	(34.7)	15	%

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 decrease in net cash used for investing activities was primarily due to acquisition and divestiture-related outflows in the prior year, as well as lower capital expenditures in the current year.

The increase in net cash used for financing activities was driven by higher share repurchases and debt repayments in the current year, partially offset by the MCPS dividend payments made in the prior year.

Free cash flow (non-GAAP measure)

The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities for the periods presented:

	Nine Months Ended September 30,				Change
	2025		2024			%
Net cash provided by operating activities	$	468.6	$	505.3		(7)	%
Capital expenditures	(192.5)		(206.9)		14.4	(7)	%
Free cash flow	$	276.1	$	298.4		(7)	%

All values are in US Dollars.

Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a reduction in capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.

Borrowings

As of September 30, 2025, we had $4,441.8 of outstanding borrowings under our notes and credit facilities. We incurred $199.4 and $213.5 of interest expense associated with our debt obligations during the nine months ended September 30, 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 to effectively convert approximately 80% of the new term loan debt from U.S. dollars to Euro, economically reducing the interest rate by approximately 2%. 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.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions or as otherwise noted)

For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 4 - Derivative Instruments included in Part I, Item 1 of this quarterly 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 Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.

As of September 30, 2025, we had $350.5 of availability remaining under our current share repurchase program. The share repurchase authorization is valid through December 31, 2026. 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 our Board of Directors 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.

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 13 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our working capital requirements, make capital expenditures (including product and content development), 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.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our annual report on Form 10-K for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part I, Item 1 of this quarterly report.

Item 3. 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. Market risks as of September 30, 2025 have not materially changed from those discussed under Part I, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our annual report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures,

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management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.

Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2025 our disclosure controls and procedures were effective at the reasonable assurance level to ensure 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II. Other Information

Item 1. Legal Proceedings.

For information related to legal proceedings, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.

Item 1A. Risk Factors.

There have been no material changes to the risk factors associated with our business from those reported under Part I, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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 for each month during the three months ended September 30, 2025.

Period	Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs(2)
July 1, 2025-July 31, 2025	$	4.17	—	$	401
August 1, 2025-August 31, 2025	$	4.27	7,431,386	$	369
September 1, 2025-September 30, 2025	$	4.32	4,224,466	$	351
Total			11,655,852
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying equity awards under the Amended and Restated 2019 Incentive Award Plan.
(2) In December 2024, our Board of Directors 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 our Board of Directors, 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.

All values are in US Dollars.

Item 5. Other Information.

On August 5, 2025, Bar Veinstein, President, Academia & Government, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of an aggregate of up to 309,902 ordinary shares of the Company held by Mr. Veinstein. The trading plan terminates on the earlier of the date all the shares covered by the trading plan are sold and December 5, 2025.

On August 12, 2025, William Graff, Executive Vice President and Chief Information Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of an aggregate of up to 150,000 ordinary shares of the Company held by Mr. Graff. The trading plan terminates on the earlier of the date all the shares covered by the trading plan are sold and August 12, 2026.

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Item 6. Exhibits.

EXHIBIT INDEX

10.1*+	Compromise agreement dated July 25, 2025, by and between C.P.A. Ltd. and Gordon Samson
10.2	Amendment No. 8 dated as of August 5, 2025 to Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.1 to Clarivate’s Form 8-K filed August 5, 2025)
31*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following information from our Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited).
104*	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

• Compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on October 29, 2025.

CLARIVATE PLC
By:	/s/ Jonathan M. Collins
	Name: Jonathan M. Collins
	Title: Executive Vice President & Chief Financial Officer

32

Document

25 July 2025
(1) C.P.A. LIMITED<br><br><br><br><br><br>(2) GORDON SAMSON
	COMPROMISE AGREEMENT

THIS AGREEMENT is made on 25 July 2025

BETWEEN:

1C.P.A. LIMITED, a Clarivate Analytics company registered in Jersey whose registered office is at Liberation House, St Helier, Jersey, JE1 1BL, with registered company number 30814 (the Employer); and

2GORDON SAMSON of [ADDRESS REDACTED] (the Employee).

WHEREAS

AThe Employee is employed under the terms of a contract of employment dated 25 May 2022 between the Employee and the Employer together with any contractual policies of the Group, issued from time to time (together the Contract).

BThe start date of the Employee with the Employer for continuous employment purposes is 1 September 2014.

CEffective as of the Transition Date, Employee shall cease to serve as the Group’s President, Intellectual Property.

DThe Employee's employment will terminate on the Termination Date.

EThe parties wish to enter into this Agreement to record the terms on which the parties have agreed that the Employee shall leave the employment of the Employer and to compromise any claims which the Employee may have (or may consider they may have) against the Group.

NOW IT IS AGREED AS FOLLOWS:

1Definitions and Interpretation

1.1The following definitions apply in this Agreement unless the context requires otherwise:

Agreement Independent Legal Adviser means the adviser identified in the Independent Legal Adviser's Certificate contained at Schedule 1 (Independent Legal Adviser’s Certificate) of this Agreement who is an independent adviser within the meaning of Article 79 of the Law and Article 40 of the Discrimination Law and who is insured as required by the Law;

Associated Entity means any company which is a subsidiary of, a holding body of, or a subsidiary of any holding body of the Employer and includes any other company or entity forming part of the Clarivate group of companies or entities including Camelot Holdings (Jersey) Limited and its direct and indirect subsidiaries, or any company that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganisation, sale or other disposition) to any such company, Clarivate Plc, Clarivate Analytics (UK) Limited, Clarivate Analytics (Compumark) Limited, Clarivate Analytics (International) Limited, Clarivate Analytics (IP&S) Limited and Associated Entities shall be construed accordingly. For the purposes of this definition, "holding body" and "subsidiary" shall have the meaning ascribed to them by Articles 2 and 2A of the Companies (Jersey) Law 1991 or the relevant provision of the appropriate legislation of the jurisdiction in which that holding body or subsidiary was incorporated.

Client means any individual, firm, company, trust, entity, organisation, scheme or plan (and in the case of a trust, any settlor or beneficiary of such trust and in the case of a company, any beneficial owner of shares in such company) who or which is or has in the past been managed or administered or to which or to whom services are or were rendered or advice provided by any Group Entity and Clients shall be construed accordingly.

Confidential Information means trade secrets or information of a confidential nature which is important to and belongs or relates to the Employer or any Group Entity (or their clients or customers) which you have received or obtained as a result of or in any way in connection with your employment and includes but is not limited to information relating to clients or customers or potential clients or customers, of the Employer or any Group Entity, commercial, financial or marketing information, customer lists, technical information and know-how comprising trade secrets.

Discrimination Law means the Discrimination (Jersey) Law 2013.

Group means the Employer and all Associated Entities and Group Entity and Group Entities shall be construed accordingly.

Due Date means 25 July 2025.

Independent Legal Adviser means the Independent Legal Adviser or Reaffirmation Independent Legal Adviser (as applicable);

Law means the Employment (Jersey) Law 2003.

Reaffirmation Independent Legal Adviser means the adviser identified in the Reaffirmation Independent Legal Adviser's Reaffirmation Certificate contained at Schedule 4 of this Agreement who is an independent adviser within the meaning of Article 79 of the Law and Article 40 of the Discrimination Law and who is insured as required by the Law; and

Transition Date means 8 September 2025; and

Termination Date means 31 December 2025.

1.2Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise:

(a)The singular includes the plural and the converse.

(b)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(c)A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(d)A reference to a specific agreement or document includes it as amended, novated, supplemented or replaced from time to time.

(e)A reference to a clause, paragraph or schedule is a reference to a clause or paragraph of, or schedule to, this Agreement.

(f)A reference to a party to this Agreement or another agreement or document includes the party's successors and permitted substitutes or assigns.

(g)A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and any regulation or statutory instrument issued under it.

(h)A reference to "writing" includes printing, typing, lithography and other modes of reproducing words in a visible form, whether electronic or otherwise.

(i)Mentioning anything after "include", "includes" or "including" does not limit what else might be included.

1.3Any defined terms within the Contract shall bear the same meaning in this Agreement, as if they had been stipulated in full in clause 1.1 above, unless an alternative meaning is ascribed to them at clause 1.1 above.

2Transition of Employment

2.1The Employer and the Employee have agreed that from the date hereof until the date immediately preceding the Transition Date, Employee will remain employed with the Employer as the Group’s President, Intellectual Property. Effective as of the Transition Date, the Employee will continue to be employed by the Employer for a period beginning on the Transition Date and ending on the Termination Date. During this time, Employee shall work with the Group’s leadership to seek to affect a smooth transition of responsibilities.

2.2In entering into this Agreement, the Employee acknowledges and agrees that, effective as of the Transition Date, Employee will immediately resign without compensation for loss of office or otherwise (save as herein provided), from Employee’s position as President, Intellectual Property and that, promptly following receipt of a request to resign from the applicable Group Entity, Employee will resign from any other of the Employee’s positions with the Group, including Employee’s positions as a director, manager or officer of all Group Entities. Employee acknowledges and agrees that he will execute such further documents and instruments as may be reasonably necessary or appropriate to effectuate such resignations. Effective as of the Transition Date, Employee will not be an “executive officer” of the Group for the purposes of the rules and regulations of the U.S. Securities and Exchange Commission or an “officer” of the Group for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

2.3Any variation of the Employee's role and responsibilities or resignation from any position or office as described in clauses 2.1 and 2.2 (and which may constitute a variation to the Contract) from the Transition Date to the Termination Date are accepted by the Employee as part of the cause for the entry into of the Agreement and the benefits paid pursuant to this Agreement and set out in clause 3 (Termination arrangements).

2.4The Employer and the Employee have agreed that the Employee's employment will terminate on the Termination Date.

3Termination arrangements

3.1Save as otherwise agreed, the Employee will continue to receive their salary and other contractual entitlements until the Termination Date in the usual way under the Contract (as amended by salary reviews thereunder prior to the date of this Agreement), subject to compliance with all of the terms of this Agreement and the Contract less such deductions as the Employer is obliged by law to deduct such as income tax or social security.

3.2The Employer will reimburse the Employee for all authorised business expenses incurred up to and including the Termination Date, provided they were incurred and submitted in a timely manner and otherwise in accordance with the Group’s policy.

3.3Subject to the provisions of this Agreement and the Executive Severance Plan of Clarivate Plc and Summary Plan Description, effective June 30, 2021 (the “ESP”) and (i) subject to (A) the Employee’s execution of this Agreement; and (B) a copy of the certificate set out at Schedule 1 (Independent Legal Advisers Certificate) signed by the Agreement Independent Legal Adviser; both being delivered to the Employer prior to the Due Date and (ii) on or within 5 (five) days prior to the Termination Date (the Release Date), both being delivered to the Employer (A) a copy of the Reaffirmation Letter signed and dated by the Employee; and (B) the Reaffirmation Independent Legal Adviser's Reaffirmation Certificate referred to in Clause 17 (Reaffirmation) below, the Employer shall provide the Employee with the following:

(a)A cash payment of £1,458,552, which consists of (x) £32,413 less applicable deductions and withholdings as payment in lieu of 24 days’ notice in accordance with clause 16.2 of the Contract (the “Notice Payment”), (y) £243,092, less applicable deductions and withholdings, which reflects six (6) months’ base salary in accordance with clause 16.6 of the Contract and (z) an additional £1,183,047, less applicable deductions and withholdings (the amounts described in this subsection (a), other than the Notice Payment, the “Severance Payments”). As set forth in more detail in Section 4.1, £50,000 of the amount provided under clause (y) may be paid without the deduction of tax, but the Employer provides no warranty to this effect. The amounts under this section (a) shall be paid in a lump sum within thirty (30) days of the Release Date (and, in no event later than March 15th next following the Termination Date);

(b)from the date of this Agreement up to and including the Termination Date any outstanding equity grants will remain outstanding and subject to the vesting and forfeiture rights and obligations in the Clarivate Plc Incentive Award Plan (as may be amended and restated from time to time, the “Plan”) and any equity award agreement(s) the Employee may have signed. Except as otherwise noted in this subparagraph, all unvested restricted stock units (“RSUs”) or performance stock units granted under the Plan will be forfeited on the Termination Date. Notwithstanding the foregoing the following unvested and outstanding RSUs will vest as of the Release Date and be settled within sixty (60) days of the Release Date (and, in no event, later than March 15th next following the Termination Date): (x) 29,189 unvested RSUs originally granted on March 1, 2023, (y) 94,429 unvested RSUs originally granted on March 15, 2024 and (z) 161,420 unvested RSUs originally granted on March 15, 2025 (the “RSU Acceleration” and, together with the Severance Payments, the “Separation Benefits”).

3.4The Group will continue to be responsible for any tax filing on the Employee’s behalf in the United Kingdom, consistent with the Group’s policy with respect to U.K. taxation for executive officers. If the Employee is subject to any incremental tax liability that is not offset by a U.S. foreign tax credit, the Group will provide the Employee with a tax equalization payment in an amount equal to such tax liability (and any taxes on such payment), provided that the Employee provides any reasonably requested back-up information to the Group or its tax preparers.

3.5The Employer offers no advice to the Employee on whether the Separation Benefits are taxable and the Employees attention is drawn to the tax indemnity.

3.6The Employer and any Group Entity reserves the right to take whatever action it deems appropriate (acting reasonably and proportionately) in the event that the Employee materially fails to comply with the terms of this Agreement or the Contract and fails to remedy such breach promptly after being made aware thereof in writing by the Employer including non-payment of the Separation Benefits or part thereof or recovery of the Separation Benefits or part thereof and/or an application for damages and/or an injunction.

3.7All benefits and payments provided by any Group Entity and due to the Employee under the Contract will cease on the Termination Date save as provided herein.

3.8For the avoidance of doubt, if the Employee commits gross misconduct or any other fundamental breach of contract between the date hereof and the Termination Date and fails to remedy such breach promptly after being made aware thereof in writing by the Employer, the Employer may dismiss the Employee summarily before the Termination Date notwithstanding the terms of this Agreement and any and all sums payable to the Employee under this Agreement shall cease to be payable with immediate effect.

4Tax Indemnity

4.1The Employer and the Employee understand that, up to a permitted maximum of £50,000, the Severance Payments payable in clause 3.3(a) above may be paid without the deduction of tax, but the Employer provides no warranty to this effect.

4.2It is a condition of this Agreement that the Employee will be wholly responsible for the payment of tax and Employee's social security contributions or other legal deductions (if any) howsoever and wheresoever arising in respect of the sums payable under clause 3 and all other payments and the provision of benefits set out in this Agreement. The Employee hereby agrees to indemnify the Employer and the Group on a continuing basis immediately on demand against all such liabilities, including any interest, penalties, reasonable costs and expenses incurred as a result of any default or delay by the Employee which the Employer and any member of the Group may incur in respect of or by reason of such payments or the provision of such benefits.

5References

5.1Any written or verbal reference which any third party may request the Employer to give in relation to the Employee will be in or substantially in the terms set out in Schedule 2. This clause is subject to the proviso that the Employer will cease to be obliged to provide a reference, whether written or oral, in the agreed terms if, after the signing of this Agreement, facts or circumstances come to the Employer's attention which make the agreed reference materially incorrect in any respect.

6Legal Fees

6.1The Employer agrees to pay reasonable legal fees incurred by the Employee solely in connection with taking advice on the terms of the Agreement up to a maximum of £2,000 (plus Goods and Services Tax payable by the Employee to the Employee's Independent Legal Adviser(s)) (the “Legal Fees Contribution”) to be paid direct to the Employee's Independent Legal Adviser(s) within 28 days after receipt from the Employee's Independent Legal Adviser(s) of an invoice addressed to the Employee and marked payable by the Employer and addressed to HR Department, Clarivate Analytics, 70 St. Mary Axe, London EC3A 8BE.

6.2For the avoidance of doubt, the Legal Fees Contribution is the aggregate financial contribution that the Employer agrees to provide in connection with the first £2,000 that the Employee incurs (via all and any independent advisers) by way of reasonable legal fees solely in connection with taking advice on the terms of the Agreement.

7Return of Property

7.1Prior to the Termination Date and subject to clause 14 (Protected Rights):

(a)the Employee must return the Group any property belonging to the Group or any Client of the Group which is in their possession or control, including (without limitation): all computer records, business cards, client lists, electrical equipment, telephone, keys, files, papers, documents, security pass, car park pass, full details of all passwords to all password protected files, and any other documents in the possession of the Employee (including copies, summaries and excerpts, in whatever medium); and

(b)the Employee will delete and destroy any information, including any Confidential Information, such as client contact details, client lists, pricing structures or models, from every one of their personal devices, including any computers, digital hard-drives, USB memory sticks, cloud storage facilities, mobile telephones, tablets and/or blackberries, or any other form of digital or hardcopy storage facility or method.

7.2The Employee shall on request provide written confirmation that they have complied with this clause.

8Employee Warranties, representations and agreements

8.1The Employee warrants as follows and understands that the Employer has entered into this Agreement in reliance on the warranties set out herein (each of which is subject to clause 14 (Protected Rights)):

(a)they are not aware of having committed any material breach of duty (whether contractual, fiduciary or otherwise) owed to any Group Entity and/or any Client of any Group Entity;

(b)they are not aware of having done any act or omitted to do any act which if it had come to the Employer's attention prior to the Termination Date would have entitled the Employer to terminate their employment summarily without compensation;

(c)they are not aware of any circumstances, facts or medical conditions that may give rise to a claim against any Group Entity in respect of any personal injury;

(d)they are not aware of any claims which they have or may have against any Group Entity except those included at clause 10.1 of this Agreement;

(e)they have not, prior to the date of first receipt of this Agreement or at the time of signing this Agreement, presented a formal complaint to any employment tribunal or issued a cause of action in any court in respect of any claim in connection with their employment or its termination or done or caused to be done any other act which would be a breach of this clause 8.1(e) and the Employee undertakes that neither they nor anyone acting on their behalf will present or issue such an application or proceedings;

(f)they have not made a data subject access request or equivalent to any Group Entity under any laws in force in Jersey or any other jurisdiction from time to time in respect of personal data that covers or requests information or data for the period up to the date of this Agreement;

(g)they accept and agree that they have express and implied duties, obligations and restrictions that apply post-termination of employment relating to, amongst other things, confidentiality, non-solicitation, non-dealing, and non-compete as set out in the Contract, as well as the restrictive covenants set forth in the Employee’s equity award agreements (collectively, the “Restrictive Covenants”). These provisions continue to apply after the Termination Date notwithstanding the termination of the Employee's employment;

(h)they acknowledge and agree that the Notice Payment, the Separation Benefits and other payments and benefits contemplated by this Agreement are inclusive and in lieu of, and not in addition to, any payments or benefits under clause 16 of the Contract and any contractual or statutory notice or redundancy pay, or any other payment compensating the Employee in a redundancy situation; and

(i)in the event they receive any termination payments or benefits under the Contract or applicable law, the Separation Benefits shall be reduced by the value of such payments and benefits.

8.2The Employee undertakes and represents as follows and understands that the Employer has entered into this Agreement in reliance on the undertakings and representations set out herein:

(a)neither they nor anyone acting on their behalf will, at any time, present any complaint to the Jersey Employment and Discrimination Tribunal or to the Royal Court of Jersey or to any court or tribunal in any jurisdiction in the world in respect of any claim in connection with the employment of the Employee by the Employer or within the Group, its termination or otherwise;

(b)neither they nor anyone on their behalf will make a data subject access request or equivalent to any Group Entity under any laws in force in Jersey or any other jurisdiction from time to time in respect of personal data that covers or requests information or data;

(c)subject to clause 14 (Protected Rights), that they will not make or publish any statement to any third party concerning their employment by the Employer, this Agreement, the circumstances giving rise to it or any of the circumstances surrounding the termination of the Employee's employment; or

(d)subject to clause 14 (Protected Rights), that they will not make or publish any derogatory or disparaging statement or do anything in relation to any Group Entity or any directors, officers or employees of any Group Entity which is intended to or might be expected to damage or lower their reputations;

(e)that they will not contact any director, officer or employee of any Group Entity save in a purely social capacity except with the prior permission of the Employer; and

(f)that they will not, from the Termination Date, hold themselves out as an employee, director, representative or signatory of any Group Entity or of any Client of any Group Entity.

8.3The provisions of clause 8.2 shall not prevent the Employee from making a disclosure:

(a)for the purpose of seeking legal advice in relation to this Agreement and the circumstances surrounding it provided the professional adviser is bound by a duty of confidence;

(b)to the proper authorities as required by law, provided such disclosure is necessary to fulfil a legal duty to or request from such an authority (provided that such request is supported by a legal power and is not sought on a voluntary basis) and provided the disclosure is made in good faith; and provided that in such circumstances, the Employee shall immediately notify the Employer that such a disclosure has been made and the nature of such disclosure, if the law permits the Employee to do so; or

(c)to their spouse, partner or civil partner provided such person agrees to maintain confidentiality.

8.4The Employee covenants and agrees that any Intellectual Property Rights (including without limitation; designs, trademarks, logos, get up, domain name, copyright works, database rights and moral rights) created by the Employee in the course of their employment or in any way affecting or relating to the business of the Employer or any Group Entity or capable of being used or adapted for use in it/them shall belong to and be the absolute property of the Employer. To the extent that they do not automatically vest in the Employer by the operation of law, the Employee hereby assigns absolutely to the Employer all present and future rights in any such Intellectual Property Rights together with the right to claim damages or other remedies for infringements. The Employee agrees to waive any moral rights in any Intellectual Property Rights.

8.5The Employee covenants and agrees that they will not submit any grievances to the Employer or any Group Entity arising directly or indirectly out of or in connection with their employment with the Employer, its termination or otherwise. The Employee agrees not to pursue any grievance or appeal which may have been raised by the Employee and all such grievances, and/or appeals shall be deemed to have been withdrawn by the Employee as at the date of this Agreement.

9Employer Warranties and Representations

9.1The Employer agrees and undertakes that it will instruct its directors and executive officers to refrain from making or publishing any derogatory or disparaging statement or do anything in relation to the Employee which is intended to or might be expected to damage or lower their reputation, PROVIDED ALWAYS THAT the Employer will not be prevented from making a disclosure:

(i)for the purposes of seeking legal advice in relation to this Agreement and the circumstances surrounding it provided the professional adviser is bound by a duty of confidence;

(ii)to the proper authorities as required by law or any regulatory authority; or

(iii)to those employees or directors of Group Entities as need to be informed, for the purposes of this Agreement or for operational reasons provided always that the information disclosed to such persons shall be restricted to that information which they need to know in each circumstance.

9.2The Employer's directors and executive officers are not aware of the Employee having committed any material breach of duty (whether contractual, fiduciary or otherwise) owed to any Group Entity and/or any Client of any Group Entity.

10Full and final settlement

10.1This Agreement has effect for the purpose of settling without any admission of liability on the part of the Employer or the Group by means of full and final settlement all claims in all jurisdictions under customary law, common law, contract, statute or otherwise which the Employee has at the date of this Agreement against the Employer, any Group Entity and its and their directors, officers and employees arising out of or in connection with or as a consequence of their employment and/or its termination or otherwise including but not limited to:

(a)damages for breach of contract howsoever arising including but not limited to wrongful dismissal;

(b)pay in lieu of notice or damages for termination of employment without notice or damages for termination of employment without notice or on short notice;

(c)damages for breach of any duty of care on the part of the Employer or any Group Entity;

(d)outstanding pay, holiday pay, (under Part 3 of the Law or otherwise), bonus and benefits in kind;

(e)any failure to follow a capability or disciplinary policy;

(f)any claim in relation to a grievance, including that such a grievance has not been heard or heard fairly;

(g)the reinstatement or reengagement of the Employee by the Employer or a Group Entity;

(h)any claim for bullying, victimisation, or harassment, whether under the Law, the Discrimination Law or otherwise;

(i)a claim for direct or indirect discrimination under the Discrimination Law, including any claim in relation to reasonable adjustments;

(j)a claim for injury to feelings, stigma or any losses suffered due to any discrimination that the Employee has suffered under the Law, the Discrimination Law or otherwise;

(k)unlawful deduction from wages (whether under the Law or otherwise);

(l)unfair dismissal (under Part 7 of the Law) including any protected award and any claim for automatic unfair dismissal;

(m)failure to provide reasons for the termination of employment;

(n)a claim under Part 2 of the Law (employment particulars) including a claim in relation to a request to amend the particulars of employment under that Part;

(o)any claim under Part 3 of the Employment Law (rest periods and annual leave);

(p)any claim under Part 3A of the Law (flexible working), including a claim in relation to a refusal to agree to flexible working or a change in working hours under that Part;

(q)any claim under Part 3B of the Law (rights in respect of pregnancy and breastfeeding);

(r)a claim under Part 4 of the Law (minimum wage);

(s)a claim under Part 5 of the Law (payment of wages);

(t)any claim under Part 5A of the Law (parental, maternity and adoption rights), including a claim for parental leave or pay (including maternity and adoption leave or pay), parental bereavement leave, or for any other rights under Part 5A;

(u)any claim under Part 5B of the Employment Law (reservists' rights);

(v)any claim under Part 6A of the Law (rights in respect of redundancy) including any claim for a redundancy payment whether statutory, contractual or otherwise, or any claim in relation to paid time off work for job seeking and retraining;

(w)any claim under Part 7A of the Law (right to be represented);

(x)failure to comply with obligations under the Human Rights (Jersey) Law 2000;

(y)breach of the Health and Safety at Work (Jersey) Law 1989;

(z)damages under the data protection laws in force in Jersey from time to time, or for failure to comply with a subject access request under any such laws;

(aa)save as set out in clause 10.2 below, damages or compensation for personal injury or industrial disease of any kind; and

(bb)    for any purported breach of any provision of any statute in force in Jersey which concerns employment law rights and obligations or which affects the employer/employee relationship, including but not limited to any claims under the Employment Law or the Discrimination Law.

10.2Clause 10.1 above applies to all present and future claims, before the Jersey Employment and Discrimination Tribunal or the Royal Court of Jersey, for any costs, expenses or rights of action and shall have effect irrespective of whether or not the Employee is or could be aware of such claims, costs, expenses or rights of action at the date of this Agreement (including such claims, costs, expenses or rights of action of which the Employee becomes aware after the date of this Agreement in whole or in part as a result of the commencement of new legislation or the development of common law or which arise after the date of this Agreement) but excluding:

(a)any claim to enforce the terms of this Agreement; or

(b)any claim for personal injury of which the Employee has no knowledge, and could not reasonably be expected to have knowledge, at the date of this Agreement.

10.3The Separation Benefits and the other payments and benefits described in this Agreement are accepted by the Employee in consideration, or as "cause", for entering into this Agreement and, insofar as this Agreement varies or extends the Employee's current terms and conditions of employment, for such variation or extension. The said payments and benefits are made with absolutely no admission of liability on the part of the Employer or the Group or any entitlement to the same on the part of the Employee.

10.4The Employee shall indemnify the Employer, all Group Entities and its and their directors, officers and employees against any costs, claims, proceedings or expenses (including, for the avoidance of doubt, but without limitation, any award or fine ordered by any tribunal or court of competent jurisdiction to be paid by the Employer, any Group Entity or any of its or their directors, officers or employees) arising from any claim brought or alleged by the Employee against the Employer, any Group Entity or any of its or their directors, officers or employees in respect of their employment by the Employer, its termination or otherwise save for any claim brought pursuant to clause 10.2(a) or 10.2(b).

11No knowledge of other claims

11.1Apart from the particular claims referred to in clause 10.1 the Employee confirms that they are not aware of any other claims or facts or circumstances that may give rise to any claim against any Group Entity or any of their directors, officers or employees.

11.2The Employee represents and warrants that:

(a)before receiving the advice from the Independent Legal Adviser, they have disclosed all relevant facts or circumstances that may give rise to a claim against any Group Entity or any of their directors, officers or employees and that they are not aware of any other facts or circumstances that may give rise to any claim against any Group Entity or any of their directors, officers or employees;

(b)they have instructed the Independent Legal Adviser to advise as to whether they have or may have any claims, including statutory claims against any Group Entity or any of their partners, officers or employees arising out of or in connection with their employment or its termination;

(c)prior to signing this Agreement, they obtained confirmation from the Independent Legal Adviser that there is in force, and was at the time they received the advice referred to above, a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by them in respect of loss arising in consequence of that advice;

(d)they have received advice from the Independent Legal Adviser as to the terms and effect of this Agreement, in particular, its effect on their ability to pursue their rights before any Jersey court or Tribunal; and

(e)they agree that the conditions regulating compromise agreements as required by the Law and the Discrimination Law are hereby satisfied and agrees to procure that the Independent Legal Adviser signs the Certificate in Schedule 1 and send a copy of the Certificate to the Employer.

12Compliance with statutory provisions

This Agreement is intended to and does satisfy the conditions regulating compromise agreements under Article 79 of the Law and Article 40 of the Discrimination Law.

13Co-operation in current or future dispute, arbitration, litigation or related actions

13.1The Employee agrees to provide any Group Entity and/or any client of any Group Entity with all reasonable assistance in connection with any current or future dispute, arbitration, litigation or related actions against or concerning any Group Entity or any client concerning matters about which they have or may have, in the Employer's opinion, relevant knowledge.

13.2The Employer will reimburse the Employee for expenses reasonably and properly incurred in providing such assistance and, subject to satisfactory documentary proof, will reimburse any reasonable loss of earnings suffered by the Employee in providing the above mentioned assistance.

14Protected Rights

14.1Nothing in this Agreement or otherwise, including the release or waiver of claims clause, restricts or prohibits the Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, from filing a claim or assisting with an investigation directly with, or from otherwise communicating with a self-regulatory authority or a government agency or entity (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of U.S. state or federal law or regulation. The Group may not retaliate against the Employee for any of these activities, and nothing in this Agreement or otherwise requires the Employee to waive any monetary award or other payment the Employee might become entitled to from the Regulators. The Employee does not need the prior authorisation of the Group to engage in such communications with Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators, or make any such reports or disclosures to the Regulators. The Employee is not required to notify the Group that the Employee has engaged in such communications with the Regulators.

14.2Pursuant to the U.S. Defend Trade Secrets Act of 2016, the Employee and the Employer acknowledge and agree that the Employee will not have criminal or civil liability under any U.S. 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 Employee files a lawsuit for retaliation by the Group for reporting a suspected violation of law, the Employee may disclose the trade secret to the Employee’s attorney and may use the trade secret information in the court proceeding, if the Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

15Basis of Agreement

15.1The terms set out in this Agreement constitute the entire Agreement between the parties in relation to the subject matter hereof and are without admission of liability on the part of the Group. For the avoidance of doubt, other than the payments and benefits described in this Agreement, the Employee will not be entitled to any other payments or benefits, including without limitation under the ESP or the Contract. Notwithstanding anything contained herein to the contrary, this Agreement shall not supersede, but shall supplement and, where applicable, incorporate and extend, any prior confidentiality, non-competition and non-solicitation agreements and provisions (including, without limitation, the Restrictive Covenants) entered into between the Employee and any Group Entity (and any other restrictive covenant agreement or provision, including those contained in any bonus, stock grant or other incentive program plan of any kind), and such obligations shall continue in full force and effect.

16Remedies

16.1In addition to any other remedies the Group may have, the Employer’s obligations under this Agreement shall terminate if the Employee materially breaches any of the provisions of this Agreement and fails to remedy such breach promptly after being made aware thereof in writing by the Employer. If, prior to the Termination Date, the Employee voluntarily terminates or gives notice of the Employee’s intent to voluntarily terminate their employment or service with the Group, or are terminated for Cause (as defined in the ESP) or under circumstances entitling the Employer to terminate the Employee with immediate effect under clause 16.4 of the Contract, the Employee will be ineligible to receive the Separation Benefits or any other benefits under this Agreement.

16.2In addition to any other remedies the Group may have, if, following the Termination Date, the Employee breaches any of their Restrictive Covenants or materially breaches this Agreement and fails to remedy such breach promptly after being made aware thereof in writing by the Employer, or the Group discovers or otherwise learns of a serious conduct or performance issue(s) that would have provided the Group with cause to terminate the Employee’s employment for Cause (as defined in the ESP) or under circumstances entitling the Employer to terminate the Employee with immediate effect under clause 16.4 of the Contract as if the Employee were still employed by the Employer, the Employee acknowledges and agrees that, to the extent not already received, the Employee will forfeit all benefits provided to the Employee under this Agreement, including the Separation Benefits, and any amounts or benefits already paid or received by the Employee under this Agreement shall, upon written request by the Group, become immediately repayable to the Employer. It being warranted that the Employer's directors and executive officers are not aware of any such circumstances at the date hereof that would entitle it to such rights to terminate the Employee's employment.

17Reaffirmation

On or within 5 (five) days before the Termination Date (or as the Employer may otherwise reasonably direct) the Employee shall execute and deliver to the Employer a reaffirmation letter in the form set out in Schedule 3 (Reaffirmation Letter) to confirm the full and final settlement of all claims the Employee may have as referred to in clause 10 (Full and final settlement) and the Employee shall procure that the Reaffirmation Independent Legal Adviser signs a second certificate in the form set out in Schedule 4 (the “Reaffirmation Independent Legal Adviser's Reaffirmation Certificate”). For the avoidance of doubt, the payment of the Separation Benefits are conditional upon the Employee's compliance with this obligation.

18Without prejudice

Notwithstanding that this Agreement is marked "without prejudice and subject to contract" it will, when dated and signed by the parties named below and accompanied by the Certificate in Schedule 1 signed by the Agreement Independent Legal Adviser become an open and binding agreement between the parties.

19Governing law and jurisdiction

Subject to clause 14 (Protected Rights), this Agreement shall be governed and construed in accordance with the laws of Jersey and any dispute is subject to the exclusive jurisdiction of the courts and tribunals of Jersey (save that the Employer or any Group Entity may take action in any jurisdiction to enforce any of the obligations of the Employee under this Agreement).

20General

20.1This Agreement may be executed in any number of counterparts, each of which, when signed, will be an original and all the counterparts together shall constitute one and the same agreement.

20.2Each party acknowledges and agrees that neither party has relied on any statement, representation nor assurance (other than as specifically provided in this Agreement) in entering into this Agreement or the Reaffirmation Letter and that it, together with the Reaffirmation Letter, constitutes the entire agreement and understanding between the parties and supersedes any previous arrangement, agreement or understanding.

20.3If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

IN WITNESS whereof this Agreement has been signed on behalf of the Employer and signed by the Employee the day and year first above written.

Signed for and on behalf of<br><br>C.P.A. LIMITED<br><br><br><br>/s/ Matti Shem Tov
Signature
Matti Shem Tov
Print name
CEO , Clarivate Plc and<br><br>Authorized Signatory
Title
Signed by GORDON SAMSON<br><br><br><br>/s/ Gordon Samson
---
Signature

SCHEDULE 1

Agreement Independent Legal Adviser's Certificate

I confirm that:

1I am a relevant independent adviser as defined in the Employment (Jersey) Law 2003 and the Discrimination (Jersey) Law 2013, as amended (the Laws).

2I have advised GORDON SAMSON of the terms and the effect of the agreement between them and C.P.A. LIMITED to which this certificate is annexed and, in particular, its effect on their ability to pursue a claim before any Jersey court or Tribunal.

3All the requirements of the Laws regulating compromise agreements are satisfied by the Agreement.

4There is in force a contract of insurance or an indemnity provided for members of a profession and professional body, covering a risk for a claim by the Employee in respect of loss arising in consequence of the advice which they have received.

Adviser's signature	/s/ Daniel Young
Adviser's name (capitals)	Daniel Young
Title	Partner
Adviser's business address	BoisBois Lawyers
	PO Box 429
	4 Bond Street, St Helier
	Jersey, JE4 5QR
Date	25 July 2025

SCHEDULE 2

Letter of Reference

[Insert date]

Dear Sir/Madam

Reference Request – GORDON SAMSON

Thank you for your letter received on [DATE] regarding the above-named who is being considered for employment within your company.

Gordon Samson was employed by us from 1 September 2014 to 31 December 2025. He most recently held the position President, Intellectual Property.

Whilst the above information is given in confidence and good faith, no responsibility or liability can, however, be accepted by the Company or any of its employees for any omissions or inconsistencies in the information or for any loss or damage that may result from reliance being placed on it. The information is given in confidence and should not be disclosed to a third party.

Yours faithfully

Name

HR Position

HR Services Centre

SCHEDULE 3

Reaffirmation Letter

STRICTLY PRIVATE & CONFIDENTIAL

C.P.A. LIMITED

Liberation House

St Helier

Jersey

JE1 1BL

Dear Sirs

Reaffirmation Letter

Pursuant to the Compromise Agreement that was concluded between me and C.P.A. Limited (the Company) on 25 July 2025 (the Agreement), I hereby confirm, having taken legal advice from [NAME] (my Adviser), that as at the date hereof:

•This Reaffirmation Letter forms part of the terms of the Agreement, upon which the Employer will rely.

•All the warranties, representations and undertakings given by me in the Agreement remain true and correct when read so that any reference therein to 'the date of this Agreement' shall be a reference to the date of this Reaffirmation Letter.

•In particular: (i) there are no matters or circumstances which do or might give rise to any claims by me in connection with my employment by the Employer or its termination that have arisen since the date of the Agreement; or (ii) to the extent there are any such matters or circumstances, I have now identified them in Clause 10 of the Agreement and inspected the corresponding legislation in Clause 10.1of the Agreement; accordingly, such claims are effectively compromised by the Agreement (as hereby amended by this Reaffirmation Letter), which satisfies the relevant conditions regulating compromise agreements contained in the legislation listed in such Clause 10.1

•My Adviser has advised me as to the terms and effect of this Reaffirmation Letter, and of the Agreement as hereby amended, and in particular their effect on my ability to pursue my rights and complaints before a Jersey court or tribunal.

•I have not made any statement or comment or done any act or taken any step that constitutes a breach of the Agreement.

I enclose the signed Adviser's Reaffirmation Certificate in the form set out at Schedule 4 (Reaffirmation Independent Legal Adviser’s Reaffirmation Certificate) to the Agreement.

Signed: ……………………

GORDON SAMSON

Dated: ……………………. 2025

SCHEDULE 4

Reaffirmation Independent Legal Adviser's Reaffirmation Certificate

I confirm that:

1I am a relevant independent adviser as defined in the Employment (Jersey) Law 2003 and the Discrimination (Jersey) Law 2013, as amended (the Laws).

2I have advised GORDON SAMSON of the terms and the effect of the agreement between them and C.P.A. LIMITED to which this certificate is annexed and, in particular, its effect on their ability to pursue a claim before any Jersey court or Tribunal.

3All the requirements of the Laws regulating compromise agreements are satisfied by the Agreement.

4There is in force a contract of insurance or an indemnity provided for members of a profession and professional body, covering a risk for a claim by the Employee in respect of loss arising in consequence of the advice which they have received.

Adviser's signature	..............................................
Adviser's name (capitals)	..............................................
Title	..............................................
Adviser's business address	..............................................
Date	..............................................
21
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Document

Exhibit 31

CERTIFICATION

I, Matitiahu Shem Tov, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q 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: October 29, 2025	/s/ Matitiahu Shem Tov
	Matitiahu Shem Tov
	Chief Executive Officer and Director

CERTIFICATION

I, Jonathan M. Collins, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q 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: October 29, 2025	/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 Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended September 30, 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: October 29, 2025	/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 Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended September 30, 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: October 29, 2025	/s/ Jonathan M. Collins
	Jonathan M. Collins
	Executive Vice President and Chief Financial Officer