8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): December 21, 2022

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

70 St. Mary Axe

London EC3A 8BE

United Kingdom

(Address of Principal Executive Offices)

Not applicable

(Zip Code)

(44) 207-433-4000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Emerging growth company ☐

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

Item 7.01 Regulation FD Disclosure.

On December 21, 2022, Clarivate Plc (the “Company” or “Clarivate”) issued a letter to shareholders sharing key objectives for the next year. The full text of the letter to shareholders is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

The letter to shareholders contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation, the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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

Exhibit 99.1

A Letter to Shareholders from JonathanGear, Clarivate CEO

Dear Clarivate Shareholders:

Recently, I passed my 100^th^ day as CEO of Clarivate. I am writing to thank you for your investment and continued support, and to share my early observations and actions that are already underway to drive value and long-term profitable growth.

I have spent more than two decades leading technology, data and information services companies. Over the past few months, I have valued the opportunity to spend time with many of you, as well as our colleagues and customers around the globe both in person and virtually.

At Clarivate, we move customers forward to success. By bringing clarity to the complex, we give our customers the confidence to make critical decisions, navigate roadblocks and achieve their potential. Our transformative intelligence brings together enriched data, insights and analytics, and workflow solutions, infused with deep domain expertise across the spectrum of knowledge, research and innovation. Because our assets are mission-critical to more than 45,000 global customers, we achieve high retention rates. Our operating model is strong, with 80% reoccurring revenues and strong cash-flow generation.

The pace of change that Clarivate has experienced is significant — growing through acquisitions, forging our identity during COVID and tripling in size. While 2022 has been a challenging year with broader market volatility and macroeconomic uncertainty, we have remained focused on executing our strategy.

We have made progress and I see many positives in our business. I also know that there is work to do as we drive scale internally, unlock efficiencies and investment dollars, and create a culture of innovation across all areas of Clarivate that will add significant value for our customers and shareholders.

Operating as Three Distinct Segments

After much work and planning, in the third quarter of 2022 we began reporting our financial results externally based on three segments: Academia & Government (A&G), Life Sciences & Healthcare (LS&H) and Intellectual Property (IP). This is an intuitive way to look at our business and reflects our core customer end-markets. It is how I see the business naturally operating and aligning.

Each segment will be led by a respective President. A search for the roles is underway, evaluating both external and internal candidates. I expect this to take a few months. In the meantime, our executive team is taking an active role in managing the segments with me.

In the near term, my executive team and I will be focusing on key objectives including:

Together, the re-segmentation and initiatives underway will catalyze organic growth, eliminate duplicative costs across our business segments and allow us to prudently allocate capital to its highest and best use. This will position us to capitalize even more on the nearly $25 billion addressable market opportunity ahead of us and drive long-term value and profitable growth. I look forward to sharing more on these and other elements of our roadmap to growth at our Investor Day to be held on March 9, 2023, in New York.

Although we have made progress on a number of fronts, we believe that there is still work to be done and we are steadfast in our commitment to deliver to you (and all our shareholders) additional upside and value creation in 2023 and beyond.

I wish all of you a happy and healthy Holiday Season and a very happy New Year.

Jonathan Gear

Chief Executive Officer