Clarivate PLC 10-Q for FY2026 Q1
Clarivate PLC (CLVT)
10-Q
2026-04-29
For: 2026-03-31
View Original
Added on
April 29, 2026
About this 10-Q
Clarivate PLC filed this 10-Q on April 29, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $585.5M
- down 1.4% from $593.7M a year earlier
- Net loss
- $40.2M
- compared with a net loss of $103.9M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2026
For the transition period from _________ to _______
Commission File No. 001-38911
(Exact name of registrant as specified in its charter)
Not applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | Not applicable (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 |
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.
☒ | 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 March 31, 2026, was 639,216,510 .
2
TABLE OF CONTENTS
Page | |
PART I – FINANCIAL INFORMATION | |
PART II – OTHER INFORMATION | |
3
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, the anticipated divestiture of our Life Sciences &
Healthcare business or any other strategic transactions we may explore, anticipated cost savings, results of operations,
financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking
statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning
future events impacting us. Factors that may impact such forward-looking statements include:
•our dependence on third parties, including public sources, for data, information, and other services, and our
relationships with such third parties;
•increased access to free or relatively inexpensive information sources;
•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this
competition;
•our ability to maintain high annual renewal rates;
•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or
if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing
regulatory requirements;
•reductions in customers’ research budgets or government funding;
•the success of our Value Creation Plan;
•our loss of, or inability to attract and retain, key personnel;
•the effectiveness of our business continuity plans;
•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures,
investments, or dispositions;
•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences
from the international scope of our operations and our corporate and financing structure;
•our exposure to risk from having operations and employees in Israel;
•the strength of our brand and reputation;
•our level of indebtedness;
•our ability to obtain, protect, defend, or enforce our intellectual property and other proprietary rights;
•our ability to leverage artificial intelligence technologies (“AI”) in our products and services;
•our exposure to risk from the regulation of AI and other evolving technologies;
•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties
that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;
•our ability to comply with applicable data privacy and cybersecurity laws, rules, and regulations;
•our use of “open source” software in our products and services; and
•other factors beyond our control.
The forward-looking statements contained in this 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
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.
4
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, throughout this quarterly report, dollar and euro amounts are presented in millions, except for per
share amounts.
Website and Social Media Disclosure
We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as
routine channels of distribution of company information, including news releases, analyst presentations, and supplemental
financial information, as a means of disclosing material non-public information and for complying with our disclosure
obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to
following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of
news or announcements as part of our investor relations website. Investors and others can receive notifications of new
information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through
social media channels is incorporated into, or deemed to be a part of, this 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.
5
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets – Unaudited
(In millions) | March 31, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash | $ | $ | |
Accounts receivable, net | |||
Prepaid expenses | |||
Other current assets | |||
Total current assets | |||
Property and equipment, net | |||
Other intangible assets, net | |||
Goodwill | |||
Other non-current assets | |||
Deferred income taxes | |||
Operating lease right-of-use assets | |||
Total assets | $ | $ | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Accrued compensation | |||
Accrued expenses and other current liabilities | |||
Current portion of deferred revenues | |||
Current portion of operating lease liability | |||
Current portion of long-term debt | |||
Total current liabilities | |||
Long-term debt | |||
Other non-current liabilities | |||
Deferred income taxes | |||
Operating lease liabilities | |||
Total liabilities | |||
Commitments and contingencies (Note 12) | |||
Shareholders' equity: | |||
Ordinary Shares, and outstanding as of March 31, 2026 and December 31, 2025, respectively | |||
Accumulated other comprehensive loss | ( | ( | |
Accumulated deficit | ( | ( | |
Total shareholders' equity | |||
Total liabilities and shareholders' equity | $ | $ |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
6
Condensed Consolidated Statements of Operations – Unaudited
Three Months Ended March 31, | |||
(In millions, except per share data) | 2026 | 2025 | |
Revenues | $ | $ | |
Operating expenses: | |||
Cost of revenues | |||
Selling, general and administrative costs | |||
Depreciation and amortization | |||
Restructuring costs | |||
Other operating expense (income), net | ( | ||
Total operating expenses | |||
Income (loss) from operations | ( | ||
Interest expense, net | |||
Income (loss) before income taxes | ( | ( | |
Provision (benefit) for income taxes | |||
Net income (loss) | $( | $( | |
Per share: | |||
Basic | $( | $( | |
Diluted | $( | $( | |
Weighted average shares used to compute earnings per share: | |||
Basic | |||
Diluted | |||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
7
Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited
Three Months Ended March 31, | |||
(In millions) | 2026 | 2025 | |
Net income (loss) | $( | $( | |
Other comprehensive income (loss), net of tax: | |||
Hedging relationships, net of tax of | ( | ||
Defined benefit pension plans, net of tax | |||
Foreign currency translation adjustment | ( | ||
Other comprehensive income (loss), net of tax | ( | ||
Comprehensive income (loss) | $( | $( | |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
8
Condensed Consolidated Statements of Changes in Equity – Unaudited
Ordinary Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | ||||||
(In millions) | Shares | Amount | |||||||
Balance at December 31, 2025 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | ( | – | ( | ||||
Balance at March 31, 2026 | $ | $( | $( | $ | |||||
Ordinary Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | ||||||
(In millions) | Shares | Amount | |||||||
Balance at December 31, 2024 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at March 31, 2025 | $ | $( | $( | $ | |||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
9
Condensed Consolidated Statements of Cash Flows – Unaudited
Three Months Ended March 31, | |||
(In millions) | 2026 | 2025 | |
Cash Flows From Operating Activities | |||
Net income (loss) | $( | $( | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | |||
Share-based compensation | |||
Amortization and write-off of debt issuance costs | |||
Other operating activities | ( | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | ( | ( | |
Prepaid expenses | ( | ( | |
Other assets | ( | ||
Accounts payable | ( | ( | |
Accrued expenses and other current liabilities | ( | ( | |
Deferred revenues | |||
Operating leases, net | ( | ( | |
Other liabilities | ( | ||
Net cash provided by operating activities | |||
Cash Flows From Investing Activities | |||
Capital expenditures | ( | ( | |
Net cash used for investing activities | ( | ( | |
Cash Flows From Financing Activities | |||
Principal payments on debt | ( | ||
Repurchases of ordinary shares | ( | ( | |
Payments related to tax withholding for share-based compensation | ( | ( | |
Other financing activities | ( | ( | |
Net cash used for financing activities | ( | ( | |
Effects of exchange rates | ( | ||
Net change in cash and cash equivalents, including restricted cash | ( | ||
Cash and cash equivalents, including restricted cash, beginning of period | |||
Cash and cash equivalents, including restricted cash, end of period | $ | $ | |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
10
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of
Jersey, Channel Islands.
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,
and tech-enabled services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life
Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three reportable segments, organized by the
different products and services we offer and the markets we serve. For additional information on our reportable segments, see
Note 11 - Segment Information.
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) and include our accounts and those of our wholly owned subsidiaries. In our
opinion, these interim statements reflect all adjustments necessary for a fair presentation of the results for the periods
presented, and such adjustments are of a normal, recurring nature. Results for interim periods are not necessarily 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, 2025. 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.
of three months or less, and includes restricted cash of $9.9 and $12.6 as of March 31, 2026 and December 31, 2025,
respectively.
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 our asset impairment analyses and income
taxes. We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience
and other factors, including expectations of future events that we believe are reasonable under the circumstances.
For example, we continue to monitor rapidly changing macroeconomic, industry, and competitive conditions, as well as the
potential sale of our LS&H segment, to evaluate for potential triggering events, which may occur in an interim period. If we
determine that a triggering event has occurred, we update our impairment assessment by reviewing and potentially changing
assumptions and estimates, which could result in future impairment charges.
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, 2025.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,
which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The
practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the
remaining life of the asset when measuring credit losses. We adopted this standard on a prospective basis in the first quarter
of 2026, with no material impact on our financial statements or related disclosures.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote
disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in
this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after
December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are
currently assessing the impact of this update on our financial statement disclosures.
11
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,
which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The
update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are
effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption
permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a
prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our
financial statements and related disclosures.
Note 2: Revenues
We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional
sales that are typically quoted on a product, data set, or project basis.
•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which
we license the right to use our products to our customers or provide maintenance services over a contractual term. We
invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we
generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in
advance of completing the performance obligations is included in deferred revenue. We recognize subscription
revenue ratably over the contract term as the access or service is provided.
•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP
segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions
around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us on
a regular basis to ensure their intellectual property rights remain protected. These contracts typically include evergreen
clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.
•Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project
basis. Transactional revenues include content sales (including single-document and aggregated collection sales),
consulting engagements, and other professional services such as software implementation services. We typically
invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related
performance obligations.
segment):
Three Months Ended March 31, | |||
2026 | 2025 | ||
Subscription | $ | $ | |
Re-occurring | |||
Recurring revenues | |||
Transactional | |||
Revenues | $ | $ | |
March 31, 2026 | December 31, 2025 | ||
Accounts receivable, net | $ | $ | |
Current portion of deferred revenues | $ | $ | |
Non-current portion of deferred revenues(1) | $ | $ |
(1)Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.
During the three months ended March 31, 2026, we recognized revenues of $319.5 attributable to deferred revenues recorded
at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.
Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the
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.
12
Note 3: Other Intangible Assets, Net
assets by major class:
March 31, 2026 | December 31, 2025 | ||||||||||
Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||
Customer relationships | $ | $( | $ | $ | $( | $ | |||||
Technology and content | ( | ( | |||||||||
Computer software | ( | ( | |||||||||
Trade names and other | ( | ( | |||||||||
Definite-lived intangible assets | ( | ( | |||||||||
Indefinite-lived trade names | – | – | |||||||||
Other intangible assets, net | $ | $( | $ | $ | $( | $ | |||||
Amortization expense related to intangible assets was $178.7 and $180.6 during the three months ended March 31, 2026, and
2025, 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. We determine the fair value of our interest rate swaps
by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,
using discount factors based on interest rate yield curves.
includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence on the
October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:
Type | Notional Value | Effective Date | Maturity Date | |||
Swaps entered May 2023 | $ | May 2023 | October 2026 | |||
Swaps entered June 2025 | June 2025 | January 2031 | ||||
Swap entered December 2025 | December 2025 | January 2031 | ||||
Forward-starting swaps entered August 2025 | October 2026 | January 2030 | ||||
Total | $ |
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 March 31,
2026, we estimate that approximately $4.4 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 6 -
Shareholders' Equity.
Fair value hedges
In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0 , maturing
in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest
expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based
13
on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the
remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the
remaining cash flows in the valuation currency.
Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and
are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.
Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are
reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 6 -
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 6 - 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 March 31, 2026 and
December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $146.4 and $162.1 ,
respectively.
We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each
reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the
current month-end exchange rate to the notional value of the trade using the trade date exchange rate.
The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),
net. We recognized a loss (gain) from the fair value adjustment of $3.5 and $(2.3 ) for the three months ended March 31, 2026
and 2025, respectively.
Balance Sheets as of March 31, 2026 and December 31, 2025:
Balance Sheet Location | March 31, 2026 | December 31, 2025 | |||
Cash flow hedging relationships | |||||
Interest rate swaps | Other current assets | $ | $ | ||
Interest rate swaps | Other non-current assets | ||||
Interest rate swaps | Other non-current liabilities | ||||
Fair value hedging relationships | |||||
Cross-currency swaps | Other non-current assets | ||||
Cross-currency swaps | Other non-current liabilities | ||||
Net investment hedge | |||||
Cross-currency swap | Accrued expenses and other current liabilities | ||||
Not designated as accounting hedges | |||||
Foreign currency forwards | Other current assets | ||||
Foreign currency forwards | Accrued expenses and other current liabilities | ||||
Total derivative assets | $ | $ | |||
Total derivative liabilities | $ | $ |
14
Note 5: Debt
March 31, 2026 | December 31, 2025 | |||||||||
Type | Maturity | Effective Interest Rate | Carrying Value | Effective Interest Rate | Carrying Value | |||||
Senior Secured Notes | 2026 | $ | $ | |||||||
Senior Secured Notes | 2028 | |||||||||
Senior Notes | 2029 | |||||||||
Revolving Credit Facility | 2029 | |||||||||
Term Loan Facility (Tranche 1) | 2031 | |||||||||
Term Loan Facility (Tranche 2) | 2031 | |||||||||
Finance lease | 2036 | |||||||||
Total debt outstanding | ||||||||||
Debt discounts and issuance costs | ( | ( | ||||||||
Current portion of long-term debt(1) | ( | ( | ||||||||
Long-term debt | $ | $ | ||||||||
(1)As of December 31, 2025, $100.0 of the Senior Secured Notes due 2026 were outstanding, which we fully redeemed in January 2026.
Senior Secured Notes (2026)
Interest on the Senior Secured Notes due 2026 was payable semi-annually to holders of record on May 1 and November 1 of
each year. In January 2026, we redeemed the remaining $100.0 aggregate principal amount of the outstanding Senior Secured
Notes due 2026, plus accrued and unpaid interest through the January 30, 2026 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. Both series of Notes are guaranteed on a joint and several basis by each of our
indirect subsidiaries that is an obligor or guarantor under our credit facilities.
During March 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior Notes due 2029 for $38.5
in cash and retired the associated debt with an aggregate carrying value of $42.6 . These transactions were accounted for as
debt extinguishments, resulting in a net gain of $3.8 recorded within Interest expense, net for the three months ended March
31, 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 its
maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior
Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original
maturity date). As of March 31, 2026, letters of credit totaling $6.3 were collateralized by the revolving credit facility.
Term Loan Facility (2031)
Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a
base interest rate at Term SOFR, plus 2.75 % per annum. Our Tranche 2 term loans carry a base interest rate at Term SOFR,
plus 3.25 % per annum.
The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due
to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market
observable data for debt with similar prepayment features. The fair value of our debt was $3,816.9 and $4,369.9 at March 31,
15
Note 6: Shareholders' Equity
Share Repurchase Program
In December 2024, the Board authorized a 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 three months ended March 31, 2026, we
repurchased approximately 7.0 million ordinary shares for $18.1 at an average price of $2.59 per share. All repurchased
shares were immediately retired and restored as authorized but unissued ordinary shares.
Accumulated Other Comprehensive Loss (“AOCL”)
net earnings during the periods indicated (net of tax):
Three Months Ended March 31, 2026 | |||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2025 | $ | $( | $( | $( | |||
Other comprehensive income (loss) before reclassifications | ( | ( | |||||
Reclassifications from AOCL to net earnings | ( | ( | |||||
Net other comprehensive income (loss) | ( | ( | |||||
Balance as of March 31, 2026 | $ | $( | $( | $( | |||
Three Months Ended March 31, 2025 | |||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2024 | $ | $( | $( | $( | |||
Other comprehensive income (loss) before reclassifications | ( | ||||||
Reclassifications from AOCL to net earnings | ( | ( | ( | ||||
Net other comprehensive income (loss) | ( | ||||||
Balance as of March 31, 2025 | $ | $( | $( | $( | |||
(1)Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the three months ended March 31, 2026, 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)Includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to USD, as well as amounts related to our
cross-currency swap designated as a net investment hedge.
Note 7: Restructuring
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 reductions in force and lease rationalization activities. We expect to incur approximately $13 of
additional costs associated with this plan, primarily in 2026.
•Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational
costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in workforce.
This program is complete.
16
Three Months Ended March 31, | |||
2026 | 2025 | ||
Severance and related benefit costs | |||
Value Creation Plan | $ | $ | |
Segment Optimization | |||
Total Severance and related benefit costs | |||
Exit and disposal costs | |||
Value Creation Plan | |||
Total Exit and disposal costs | |||
Restructuring costs | $ | $ | |
Three Months Ended March 31, | |||
2026 | 2025 | ||
Academia & Government | |||
Value Creation Plan | $ | $ | |
Total A&G | |||
Intellectual Property | |||
Value Creation Plan | |||
Segment Optimization | |||
Total IP | |||
Life Sciences & Healthcare | |||
Value Creation Plan | |||
Segment Optimization | |||
Total LS&H | |||
Restructuring costs | $ | $ | |
Severance and related benefit costs | Exit and disposal costs | Total | |||
Reserve balance as of December 31, 2024 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | ( | ||
Reserve balance as of March 31, 2025 | $ | $ | $ | ||
Reserve balance as of December 31, 2025 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | |||
Reserve balance as of March 31, 2026 | $ | $ | $ |
17
Note 8: Other Operating Expense (Income), Net
Three Months Ended March 31, | |||
2026 | 2025 | ||
Net foreign exchange loss (gain) | $( | $ | |
Miscellaneous expense (income), net | ( | ||
Other operating expense (income), net | $( | $ | |
Note 9: 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 $11.4 and $18.8 for the three months ended March 31, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.
Note 10: Earnings Per Share
Three Months Ended March 31, | |||
2026 | 2025 | ||
Net income (loss) | $( | $( | |
Basic, weighted average shares outstanding | |||
Weighted average effect of potentially dilutive shares | |||
Diluted, weighted average shares outstanding | |||
Basic EPS | $( | $( | |
Diluted EPS | $( | $( | |
Potential ordinary shares on a gross basis of 21.7 and 14.0 related to share-based awards were excluded from diluted EPS for
the three months ended March 31, 2026 and 2025, respectively, as their inclusion would have been antidilutive.
Note 11: 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.
reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:
18
Three Months Ended March 31, | |||
2026 | 2025 | ||
Academia & Government | |||
Revenues | $ | $ | |
People-related costs | ( | ( | |
Royalties and other product costs | ( | ( | |
Technology costs | ( | ( | |
Outside service costs | ( | ( | |
Other costs | ( | ( | |
A&G Adjusted EBITDA | $ | $ | |
Intellectual Property | |||
Revenues | $ | $ | |
People-related costs | ( | ( | |
Royalties and other product costs | ( | ( | |
Technology costs | ( | ( | |
Outside service costs | ( | ( | |
Other costs | ( | ( | |
IP Adjusted EBITDA | $ | $ | |
Life Sciences & Healthcare | |||
Revenues | $ | $ | |
People-related costs | ( | ( | |
Royalties and other product costs | ( | ( | |
Technology costs | ( | ( | |
Outside service costs | ( | ( | |
Other costs | ( | ( | |
LS&H Adjusted EBITDA | $ | $ | |
Total Reportable Segments | |||
Revenues | $ | $ | |
People-related costs | ( | ( | |
Royalties and other product costs | ( | ( | |
Technology costs | ( | ( | |
Outside service costs | ( | ( | |
Other costs | ( | ( | |
Total Reportable Segments Adjusted EBITDA | $ | $ | |
Benefit (provision) for income taxes | ( | ( | |
Depreciation and amortization | ( | ( | |
Interest expense, net | ( | ( | |
Share-based compensation expense | ( | ( | |
Restructuring costs | ( | ( | |
Transaction related costs | ( | ( | |
Other(1) | ( | ||
Net income (loss) | $( | $( | |
(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.
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.
19
Note 12: 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 in May 2022. In
August 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 in October 2022. Without deciding the motion, the court entered an order in June 2023,
allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint in July 2023. In August 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 in September 2023. In March 2026, the court granted in part and denied in part defendants’ motions
to dismiss the amended complaint.
In a separate but related litigation, in June 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 in August 2022, and filed its preliminary objections
to the state court complaint in October 2022. After granting a partial stay in January 2023, the court denied a further stay of
the proceedings in April 2023. In April 2024, the court sustained the Company’s preliminary objections, but permitted
plaintiff leave to file an amended complaint, which plaintiff filed in May 2024. In August 2024, plaintiff filed a second
amended complaint, to which the Company filed preliminary objections in September 2024. In April 2025, the court issued
an order permitting the parties to take discovery on issues raised in the Company’s preliminary objections related to standing,
and to file supplemental briefs upon completion of such discovery. The parties filed their supplemental briefs in December
2025. In February 2026, following oral argument, the court entered an order sustaining in part the preliminary objections for
plaintiff’s failure to plead standing, dismissing the second amended complaint without prejudice, with leave for plaintiff to
file a third amended complaint, and overruling the remainder of the preliminary objections without prejudice to being
reasserted, if appropriate, in response to any third amended complaint. In March 2026, plaintiff filed a third amended
complaint. In April 2026, the Company filed preliminary objections to the third amended complaint. Briefing on the
preliminary objections will be completed in June 2026.
Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the
early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from
these matters.
20
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2025 and the condensed consolidated financial statements
and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-
looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and
in Item 1A. Risk Factors of this quarterly report, as well as the factors described 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. Our aim is to fuel the world’s greatest breakthroughs
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
structure.
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data, structured
taxonomies, and analytical models that transform complex information into actionable insights powered by a unique
combination of AI-enabled software and human expertise.
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis
tailored to meet specific needs.
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-matter
expertise and global experience.
In February 2026, we announced that we are pursuing a sale of our LS&H segment. We believe that a potential sale will
allow us to increase our focus on our A&G and IP businesses, and we anticipate that proceeds from a potential sale would
strengthen our balance sheet through reduced leverage. We are currently engaged in active discussions with interested parties
but cannot assure that the sale process will result in a transaction.
Key Performance Indicators
We regularly monitor organic revenue growth, annualized contract value (“ACV”), 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 from the most directly comparable GAAP measures are provided further below.
Organic revenue growth
We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer
needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad
changes in product mix, and by geography to help us identify and address changes and revenue trends by region.
Annualized contract value
Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements
for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current
price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the
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.
21
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of
that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business,
and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.
Our organic ACV grew 1.6% compared to March 31, 2025, primarily driven by improved product pricing. Our total ACV for
March 31, 2026, compared to March 31, 2025, increased 3.2%, primarily due to improved product pricing and FX
movements.
Annual renewal rate
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based
license agreements renewed during the measurement period (including the value of any product downgrades), divided by
(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement
period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal
during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and
denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual
renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional
products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not
in annual renewal rates.
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as
a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer
engagement trends, and to help analyze our historical results and prepare financial projections.
Our annual renewal rate of 92.5% as of March 31, 2026 remained stable compared to December 31, 2025.
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. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted
EBITDA margin is provided further 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. Our reconciliation between
Net cash provided by operating activities and Free cash flow is provided further below.
22
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended March 31, | |||||
2026 | 2025 | % Change | |||
Revenues | $585.5 | $593.7 | (1) % | ||
Operating expenses: | |||||
Cost of revenues | 192.1 | 207.0 | (7) % | ||
Selling, general and administrative costs | 176.3 | 178.4 | (1) % | ||
Depreciation and amortization | 184.0 | 185.4 | (1) % | ||
Restructuring costs | 12.0 | 24.7 | (51) % | ||
Other operating expense (income), net | (9.1) | 19.0 | N/M | ||
Total operating expenses | 555.3 | 614.5 | |||
Income (loss) from operations | 30.2 | (20.8) | |||
Interest expense, net | 59.0 | 64.3 | (8) % | ||
Income (loss) before income taxes | (28.8) | (85.1) | |||
Provision (benefit) for income taxes | 11.4 | 18.8 | (39) % | ||
Net income (loss) | $(40.2) | $(103.9) | |||
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful. | |||||
In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which
is continuing into 2026 and partially affects prior year comparability as further discussed below.
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 March 31, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Subscription | $397.5 | $388.6 | $8.9 | 2.3 % | – % | (1.3) % | 1.9 % | 1.7 % | ||||
Re-occurring | 108.6 | 105.9 | 2.7 | 2.5 % | – % | (0.1) % | 4.2 % | (1.6) % | ||||
Recurring revenues | 506.1 | 494.5 | 11.6 | 2.3 % | – % | (1.1) % | 2.4 % | 1.0 % | ||||
Transactional | 79.4 | 99.2 | (19.8) | (20.0) % | – % | (19.3) % | 1.3 % | (2.0) % | ||||
Revenues | $585.5 | $593.7 | $(8.2) | (1.4) % | – % | (4.2) % | 2.2 % | 0.6 % | ||||
Subscription revenues increased primarily due to organic growth driven by new sales and pricing, along with FX, partially
offset by product group wind-downs within LS&H. Re-occurring revenues increased primarily due to FX. The transactional
decline was primarily due to product group wind-downs in A&G and LS&H, while the organic decline was related to lower
A&G activity.
Revenues by segment
Three Months Ended March 31, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
A&G | $295.0 | $302.7 | $(7.7) | (2.5) % | – % | (6.2) % | 1.7 % | 2.0 % | ||||
IP | 197.2 | 192.7 | 4.5 | 2.3 % | – % | – % | 3.6 % | (1.3) % | ||||
LS&H | 93.3 | 98.3 | (5.0) | (5.1) % | – % | (6.9) % | 1.0 % | 0.8 % | ||||
Revenues | $585.5 | $593.7 | $(8.2) | (1.4) % | – % | (4.2) % | 2.2 % | 0.6 % | ||||
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing but decreased overall
due to product group wind-downs. IP segment revenues increased primarily due to FX, partially offset by lower re-occurring
volumes. LS&H segment revenues decreased due to product group wind-downs.
23
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Revenues by geography
Three Months Ended March 31, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Americas | $308.3 | $321.1 | $(12.8) | (4.0) % | – % | (6.0) % | 0.8 % | 1.2 % | ||||
EMEA | 158.8 | 151.7 | 7.1 | 4.7 % | – % | (1.3) % | 5.9 % | 0.1 % | ||||
APAC | 118.4 | 120.9 | (2.5) | (2.1) % | – % | (3.3) % | 1.3 % | (0.1) % | ||||
Revenues | $585.5 | $593.7 | $(8.2) | (1.4) % | – % | (4.2) % | 2.2 % | 0.6 % | ||||
Americas revenues benefited from subscription organic growth but decreased overall due to the product group wind-downs
within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues increased due to FX. APAC (Asia Pacific) revenues
decreased primarily due to the product group wind-downs within A&G and LS&H.
Cost of revenues
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed
primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content
including royalty fees.
The decrease of 7% compared to the three months ended March 31, 2025 was primarily driven by the product wind-downs
and improved cost management. As a percentage of revenues, Cost of revenues decreased by 2% compared to the prior year
period.
Selling, general and administrative costs
Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the
production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party
professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,
and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and
other professional and consulting costs.
The decrease of 1% compared to the three months ended March 31, 2025 was primarily driven by improved cost
management. As a percentage of revenues, SG&A costs were largely unchanged compared to the prior year period.
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.
Depreciation and amortization expense was largely unchanged compared to the three months ended March 31, 2025.
Restructuring costs
Restructuring costs include certain involuntary termination benefits, contract terminations, and other exit or disposal
activities.
Restructuring costs in the current and prior year period were driven by the Value Creation Plan, which was approved in the
fourth quarter of 2024 and is our only active restructuring program as of March 31, 2026. We expect this program to continue
throughout 2026. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly report.
Other operating expense (income), net
The net change of $28.1 compared to the three months ended March 31, 2025 was 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. For further information, see Note 8 - Other Operating Expense (Income), Net included in Part I, Item 1 of this
quarterly report.
Interest expense, net
The decrease of 8% compared to the three months ended March 31, 2025 was primarily driven by lower interest rates on our
outstanding variable-rate debt and reduced total debt outstanding.
24
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Provision (benefit) for income taxes
The income tax provision of $11.4 and $18.8 for the three months ended March 31, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. 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 months ended
March 31, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss) margin for
the same periods:
Three Months Ended March 31, | |||
2026 | 2025 | ||
Net income (loss) | $(40.2) | $(103.9) | |
Provision (benefit) for income taxes | 11.4 | 18.8 | |
Depreciation and amortization | 184.0 | 185.4 | |
Interest expense, net | 59.0 | 64.3 | |
Share-based compensation expense | 14.6 | 11.1 | |
Restructuring costs | 12.0 | 24.7 | |
Transaction related costs | 8.2 | 6.3 | |
Other(1) | (7.8) | 26.5 | |
Adjusted EBITDA | $241.2 | $233.2 | |
Net income (loss) margin | (6.9) % | (17.5) % | |
Adjusted EBITDA margin | 41.2 % | 39.3 % | |
(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.
Liquidity and Capital Resources
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of
March 31, 2026, we had $242.2 of cash on hand and $768.7 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 presents our consolidated cash flows by activity:
Three Months Ended March 31, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $134.7 | $171.2 | $(36.5) | (21) % | |||
Net cash used for investing activities | $(55.8) | $(60.9) | $5.1 | (8) % | |||
Net cash used for financing activities | $(162.3) | $(56.6) | $(105.7) | 187 % | |||
Net cash provided by operating activities decreased, as seasonal working capital outflows due to timing more than offset
improved operating results and non-cash reconciliation adjustments.
Net cash used for investing activities decreased modestly due to lower capital spending.
Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases in the current year,
partially offset by higher share repurchase activity in the prior year.
25
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Free cash flow (non-GAAP measure)
The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities:
Three Months Ended March 31, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $134.7 | $171.2 | $(36.5) | (21) % | |||
Capital expenditures | (55.8) | (60.9) | 5.1 | (8) % | |||
Free cash flow | $78.9 | $110.3 | $(31.4) | (28) % | |||
Free cash flow decreased primarily due to the change in net cash provided by operating activities described above. Our
capital expenditures in both periods presented consisted primarily of capitalized labor associated with product and content
development.
Borrowings
As of March 31, 2026, we had $4,299.2 of outstanding borrowings under our notes and credit facilities. We incurred $59.0
and $64.3 of interest expense associated with our debt obligations during the three months ended March 31, 2026 and 2025,
respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar
obligations in the ordinary course of business.
During March 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior Notes due 2029 for $38.5
in cash and retired the associated debt with an aggregate carrying value of $42.6. These transactions were accounted for as
debt extinguishments, resulting in a net gain of $3.8 recorded within Interest expense, net for the three months ended March
31, 2026.
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 5 - 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 March 31, 2026, we had $257.4 of availability remaining under our 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 the Board or a designated committee thereof, and subject to availability of
ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at
management’s discretion.
From time to time, we may seek to refinance, redeem, repurchase, or retire our outstanding debt in open market purchases,
privately negotiated transactions, tender offers, or otherwise. Such refinancings, redemptions, repurchases, or retirements, if
any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
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 12 - 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 potential sale of our LS&H business, 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
26
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 II, 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, 2025.
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 March 31, 2026 have not materially
changed from those discussed under Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our
annual report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities 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
Securities Exchange Act as of the end of the period covered by this report. In designing and evaluating our disclosure
controls and procedures, 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 March 31, 2026, 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 Securities 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 March 31, 2026 that
materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information related to legal proceedings, see Note 12 - 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, 2025.
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 (in millions) that may
yet be purchased under the programs during the three months ended March 31, 2026.
Period | Total Number of Shares Purchased | 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(1) | ||||
January 1, 2026 - January 31, 2026 | – | $– | – | $275.5 | ||||
February 1, 2026 - February 28, 2026 | – | $– | – | $275.5 | ||||
March 1, 2026 - March 31, 2026 | 7,000,000 | $2.59 | 7,000,000 | $257.4 | ||||
Total | 7,000,000 | 7,000,000 |
(1)In December 2024, the Board authorized a share repurchase program of up to $500.0 for a period of two years, from January 1, 2025 through
December 31, 2026. On May 7, 2025, we obtained shareholder approval updating our previous shareholder share repurchase authority. The updated
authority allows us to conduct open-market purchases, as approved by 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.
Item 5. Other Information
During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the
Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement
(as such terms are defined in Item 408(a) of Regulation S-K).
Item 6. Exhibits.
EXHIBIT INDEX
Exhibit Number | Description | |
10.1*+ | ||
10.2*+ | ||
10.3+ | ||
31* | ||
32* | ||
101* | The following information from Clarivate’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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.
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on April 29, 2026.
CLARIVATE PLC | |
By: | /s/ Jonathan M. Collins |
Name: Jonathan M. Collins | |
Title: Executive Vice President & Chief Financial Officer | |
Page 1 of 6
2026 CLARIVATE ANNUAL INCENTIVE PLAN
Page 2 of 6
TABLE OF CONTENTS
1.Purpose
2.Performance & Plan Year
3.Eligibility & Participation
4.Eligible Earnings
5.Financial Metrics, Targets & Thresholds
6.Award
7.Target Award
8.Award Payout
9.Proration of Awards
10.Change of Plan During One Single Performance Year
11.Leave of Absence
12.Approval, Certification & Timing of Award Payouts
13.Effect of Termination
14.Adjustments
15.No Right to Employment
16.Amendments
17.Interpretation/Compliance with Applicable Law
18.Governing Law & Jurisdiction
Page 3 of 6
2026 CLARIVATE ANNUAL INCENTIVE PLAN - TERMS AND CONDITIONS
1.Purpose | The 2026 Clarivate Annual Incentive Plan (“AIP” or the “Plan”) establishes the financial and individual performance requirements necessary for an eligible colleague to receive an Award Payout under the Plan. There will be four performance goal sets in 2026 as follows: 1.Corporate AIP 2.Academia & Government Segment AIP 3.Life Sciences & Healthcare Segment AIP 4.Intellectual Property Segment AIP The Plan is intended to enhance Clarivate’s ability to retain and motivate colleagues and encourage profitability and growth in line with or exceeding Clarivate’s financial and business goals. | ||||
2.Performance & Plan Year | The term “Performance Year” is defined as calendar year 2026 and runs from January 1, 2026 through December 31, 2026. Clarivate may, in its sole discretion, extend the terms and conditions of this Plan to future performance years and if so extended, the Performance Year will run from January 1st through December 31st of that given year. | ||||
3.Eligibility & Participation | Clarivate will designate which colleagues are eligible to participate in the Plan. Colleagues are not automatically eligible to participate in the Plan. A colleague selected to participate in the Plan will, for purposes of the Plan, be referred to as a “Participant”. Clarivate reserves the right to remove any Participant from the Plan and to amend the terms and conditions of the Plan at any time and for any reason. Clarivate has the sole discretion to administer the Plan including, but not limited to, determining which colleagues may be Participants and the calculation of and whether Award Payouts will be made under the Plan. Colleagues will be assigned to the goal set that aligns with the segment organization structure to which they report. Colleagues not aligned to a segment will be assigned to the corporate AIP goal set. | ||||
4.Eligible Earnings | For purposes of the Plan, the term “Eligible Earnings” is defined as a Participant’s base salary during the Performance Year adjusted to account for any change in base salary during the Performance Year. For Participants who are paid on an hourly basis, unless otherwise required by applicable law, Eligible Earnings will equal the compensation the Participant received for working their normal working hours during the Performance Year but will exclude any overtime or other enhanced compensation the Participant may have received during the Performance Year. Except as required by applicable law, Eligible Earnings do not include compensation outside of base salary including, but not limited, any Award Payouts, share grants (restricted, vested, or otherwise), commissions, incentives, bonuses, relocation payments, tuition or expense reimbursements, severance payments, unused vacation paid out during or at the cessation of employment, or any other benefit payment, allowance or award. | ||||
5.Financial Metrics, Targets & Thresholds | For purposes of the Plan, the term “Financial Metrics” is defined as Clarivate’s financial performance during the Performance Year considering some or all of the following performance measures: (a) consolidated revenue; (b) consolidated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”); (c) free cash flow; (d) segment revenue; and (e) segment adjusted EBITDA. The weighting of each Financial Metric to calculate the amount of an Award Payout is determined in Clarivate’s sole discretion and is based on financial performance against | ||||
Page 4 of 6
Clarivate’s business plan and financial targets established by the Human Resources and Compensation Committee of the Board of Directors. For this Performance Year, the Financial Metrics used to calculate bonuses under the Plan will vary based on the goal set the participant is assigned to as follows: | |||||
Goal Set | Performance Measure | Weighting | |||
Corporate AIP | Clarivate Wide Revenue | 40% | |||
Clarivate Wide Adjusted EBITDA | 40% | ||||
Clarivate Wide Free Cash Flow | 20% | ||||
Segment AIP | Corporate AIP (metrics above) | 50% | |||
Segment Revenue | 25% | ||||
Segment Adjusted EBITDA | 25% | ||||
If any of these Financial Metrics are not met during the Performance Year, Award Payouts to the Participants relative to the weighting of that metric will be zero. Only where these Financial Metrics are met or surpassed will an Award Payout be possible under the Plan. Maximum Award Payouts are capped at 200% of a Target Award. In addition to the Financial Metrics and targets described above, a Participant’s individual performance must also meet certain thresholds during the Performance Year in order to be eligible to receive an Award Payment. An individual performance factor (IPF) for each colleague is applied by their manager’s recommendation, linked to a colleague’s year-end performance rating. The total AIP bonus pool funding is driven by EBITDA performance. The total bonus pool will be distributed across the four goal sets based on the relative performance of each segment or structure. | |||||
6.Award | The term “Award” is defined as the opportunity for a Participant in the Plan to earn a cash incentive. An Award is intended to reflect and recognize the contributions the Participant made to the success of Clarivate during the Performance Year. | ||||
7.Target Award | The term “Target Award” is defined as a specified percentage of a Participant’s Eligible Earnings. | ||||
8.Award Payout | The term “Award Payout” is defined as the cash amount (before applicable taxes, deductions and/or withholdings) paid to a Participant. An Award Payout may be higher or lower than the Target Award. As described above, the amount of an Award Payout will depend on the total AIP bonus pool funding, performance against Financial Metrics during the relevant Performance Year and a Participant’s individual performance. Award Payouts under the Plan are payable only to the Participant or, in the event of the Participant’s death, to Participant’s estate or other legal representative. A Participant in the Plan shall not be entitled to transfer, assign, charge, pledge, hypothecate or alienate in any way an Award and/or Award Payout granted under the Plan, and any attempt to do this shall render the Award null and void. No Participant in the Plan or other party claiming an interest in an Award or Award Payout under the Plan shall have any interest whatsoever in any asset of Clarivate or any company within the Clarivate group of companies. If a Participant is required to sign a severance, or other similar agreement with Clarivate in order to receive a severance payment or severance benefits, the payment of any Award Payout or portion thereof will also be contingent upon the signing of such an agreement. | ||||
Page 5 of 6
9.Proration of Awards | If a Participant was hired or rehired by Clarivate after January 1, 2026, but before October 1, 2026, then any Award Payout will be prorated based on the Participant’s (re)hire date to reflect the actual period of time the Participant was employed by Clarivate during the Performance Year. If a colleague commences employment with Clarivate on or after October 1, 2026, the colleague will be ineligible to receive an Award Payout under the Plan during the Performance Year. | ||||
10.Change of Plan During One Single Performance Year | If a Participant moves internally within Clarivate during a Performance Year from one Plan eligible position to another with a different Target Award, the Target Award will be prorated based on the actual time worked in each position. If a Participant moves internally within Clarivate during the Performance Year from a position that was not eligible to participate in the Plan to a Plan eligible position, the Target Award will be prorated based on the actual time worked in the Plan eligible position. | ||||
11.Leave of Absence | A Participant’s eligibility to earn an Award and the calculation of any Award Payout may be impacted by periods of unpaid leaves of absence, consistent with applicable local laws and Clarivate policies. During any period in which a Participant is not actively performing work and/ or is not receiving pay, Eligible Earnings may be prorated to reflect the period of active service during the Performance Year. Clarivate will apply prorations or adjustments in a manner consistent with local regulatory requirements and its internal policies and retains sole discretion to determine how any leave of absence affects Award eligibility or calculation. | ||||
12.Approval, Certification & Timing of Award Payouts | Award Payouts will be made as soon as administratively practicable after the issuance of Clarivate’s annual audited financial statements for 2026. Award Payouts will be subject to approval by Human Resources and the Compensation Committee of the Board of Directors. In most countries, Award Payouts, if any are made, will be paid in the March payroll following the close of the Performance Year. | ||||
13.Effect of Termination | Award Payouts will be paid only to Participants who are still actively employed by Clarivate in good standing on the day of payment, except as noted below. Where a Participant dies prior to the applicable payment date, the Award Payout will be calculated at one hundred percent (100%) of the Target Award and prorated based on the Participant’s last day of employment with Clarivate. If the Participant retires prior to the date Award Payouts are made in the country where Participant is employed by Clarivate, the Participant will be eligible to receive the Award Payout provided the Participant remains employed by Clarivate through the end of the Performance Year. | ||||
14.Adjustments | Clarivate, in its sole discretion, may adjust Financial Metrics or financial targets (up or down) for items such as acquisitions or divestitures or if Clarivate determines that external changes or other non-recurring or unanticipated business conditions have affected the fairness of the Financial Metrics or financial targets or the ability to meet them. | ||||
15.No Right to Employment | Participation in the Plan, or any action taken under the Plan, does not give the Participant a right to continued employment with Clarivate and/or interfere in any way with the right of Clarivate to terminate the Participant’s employment at any time for any reason in accordance with applicable law. | ||||
16.Amendments | Clarivate, in its sole discretion, may for any reason amend or terminate the Plan (or any of its provisions) at any time and in any way. | ||||
Page 6 of 6
17.Interpretation/ Compliance with Applicable Law | Clarivate has the sole discretion to determine who may participate in the Plan and how Award Payouts are calculated and paid. As part of administering the Plan, Clarivate has the right and sole discretion to set rules and regulations for the Plan and to make all necessary Plan determinations including, but not limited to, the calculation and amounts of any Award Payouts. Determinations under the Plan need not be uniform and may be made selectively among Participants who are eligible for an Award Payout under the Plan. | ||||
18.Governing Law & Jurisdiction | The validity, interpretation, construction and performance of the Plan shall be governed by the laws of the State of Delaware without reference to its conflict of law rules and without regard to any rule of any jurisdiction that would result in the application of the law of another jurisdiction. For Participants outside the United States, Clarivate will interpret, construct and apply the Plan in manner that is consistent with any applicable local laws and regulations. | ||||
July 24, 2025
Maroun S. Mourad
[ADDRESS REDACTED]
Dear Maroun:
Congratulations! I am very pleased to offer you a position on behalf of Clarivate. We are very excited to
have you join the organization and look forward to your acceptance.
Below are the terms of your offer, which are effective as of your start date. This letter sets forth the initial
terms and conditions of your employment with Clarivate. If at any time following your start date, you enter
into an employment agreement with Clarivate, such employment agreement will expressly supersede and
replace this letter in its entirety.
Start Date: | September 8, 2025 |
Position and Title: | As of your start date, your title will be President, Intellectual Property In this role, you will be an executive officer of Clarivate, as further discussed below. |
Manager: | Matti Shem Tov, Chief Executive Officer of Clarivate |
Principal Location: | New York, New York with extensive business travel as requested or required. |
Annual Compensation: | You will be eligible for the following, less applicable deductions and withholdings: •$600,000 base salary (payable in accordance with Clarivate’s regular payroll practices). •Participation in our Annual Incentive Plan (AIP) with a target award of up to 100% of earned base salary. The AIP payment will be subject to terms and conditions of the plan document, including modification of the actual AIP payment based on business and individual performance. For the 2025 plan year, your bonus under the AIP will be prorated based on your service during 2025. •Beginning in fiscal year 2026, participation in the annual equity program according to the award design and levels approved by the Human Resources and Compensation Committee of the Board of Directors (the HRCC) at the time of grant. Any share units granted to you will be subject to the terms and conditions of the 2019 Clarivate Incentive Award Plan, as amended and restated as of June 1, 2025 (or its successor plan) (the “Plan”) and the grant agreement which will be provided to you as soon as administratively practical after any grants are approved. From time to time, as business conditions dictate, Clarivate may revise eligibility and the types of equity provided in the annual equity program. In March 2026, you will receive a grant under the annual equity program with an aggregate grant date value of at least $1,600,000. Fifty percent (50%) of such value will be in the form of RSUs vesting ratably over three years on each of the first three anniversaries of the grant date, and fifty percent (50%) will be in PSUs, which will be eligible to vest |
Maroun Mourad | page 2
in March 2029 based on achievement of applicable performance and subject to the terms of the Plan and applicable grant documents. | |
Sign-On Equity Bonus: | Within fifteen (15) days of your start date, you will be granted a one-time award of RSUs with an aggregate grant date value of $2,250,000 (the “Sign-On Award”). The Sign-On Award will vest ratably over three years on each of the first three anniversaries of the grant date. Any share units granted to you, including the Sign-On Award, will be subject to the terms and conditions of the Plan and the relevant grant document, which will be provided to you as soon as administratively practicable following your start date. For avoidance of doubt, your Sign-On Award will be in addition to, and not in lieu of, the components of your annual compensation, as described above. In the event your employment is terminated for Cause (as defined in the Executive Severance Plan of Clarivate PLC and Summary Plan Description, Effective June 30, 2021 (the version as then in effect, the “Executive Severance Plan”)), you agree to pay Clarivate the cash value of any portion of the Sign-On Award that has vested as of your termination date. For purposes of the repayment obligations described in this Sign-On Equity Bonus section, the cash value of the repayment obligation will be calculated using Clarivate’s share price as of the date the RSUs were granted to you. If Clarivate commences and prevails in a lawsuit or claim against you to enforce any of the repayment obligations described in this Sign-On Bonus Equity section, in addition to any other available damages and/or remedies, you will be obligated to pay Clarivate all fees and costs (specifically including attorneys’ fees) it incurred in pursuing any such lawsuit and/or claim. |
Severance Benefits: | If Clarivate terminates your employment without Cause (as defined in the Executive Severance Plan), you will be entitled to receive severance pay in accordance with and subject to the terms of the then-current Executive Severance Plan. If Clarivate terminates your employment without Cause during the twelve (12)-month period immediately following a Change in Control and there is no then-current Executive Severance Plan, Clarivate shall provide severance benefits to you based on the following guidelines: a.Severance. i.A cash amount equal to: a.twenty-four (24) months of base salary; plus b.an amount reflecting twenty-four (24) months of bonus target under the Annual Incentive Plan assuming the target bonus had been met at 100% for a full twenty-four (24) month period, with such amount to be calculated based on your base salary as of the termination of employment. b.Equity and Equity-Based Awards. i.Any unvested outstanding awards of RSUs or PSUs under the Plan shall be eligible for treatment in accordance with the terms of the Plan and any underlying award and/or grant agreement(s). |
Maroun Mourad | page 3
c.Other Benefits. i.To the extent COBRA applies, you shall be entitled to lump sum payment equal to the applicable monthly COBRA premium payment for the group medical plan in which you were enrolled as of your termination date, multiplied by twenty-four (24). This lump sum amount shall be paid as soon as administratively feasible following your termination from employment but, in any event, no later than the two and one-half (2½) months after the end of the year in which the termination from employment occurs. | |
Relocation: | You may be required to relocate to another Clarivate location at some point in the future for the proper performance of your duties. In the event of such relocation, you will be eligible for the then-current executive relocation package. |
Benefits: | You will be eligible to participate in our benefits in accordance with the terms and conditions of the respective plans Clarivate may from time to time provide to its similarly situated employees. An overview of all available benefits is attached for your reference. |
Vacation: | You will be entitled to vacation days under Clarivate’s Flex Time Off policy. Under this policy, vacation may be taken at mutually convenient times as agreed with your manager. Clarivate may make adjustments or changes to plans and policies from time to time. |
Business Expenses: | Business expenses will be reimbursed, subject to proper documentation and in accordance with the policies of Clarivate. |
Executive Officer Role: | As an Executive Officer of Clarivate for the purposes of Section 16 of the Securities Exchange Act of 1934, you will be subject to applicable SEC rules, including, among other things, regulatory filing responsibilities to which certain officers are legally required to adhere. Prior to your start date, you will meet with our General Counsel for an overview of these regulations. Additionally, as an Executive Officer, you will be required to comply with Clarivate’s Share Ownership Guidelines which require you to own shares of Clarivate stock equal to 3 times your base salary by the end of a five (5)-year compliance period. |
At Will: | You understand that your employment will be “at will,” which means that Clarivate may terminate your employment at any time for any reason. This letter does not constitute, and may not be construed as, a commitment for employment for any specific duration. |
Representations and Warranties: | You hereby represent and warrant your employment with Clarivate or any of its subsidiaries as set forth herein, and your execution and performance of this letter do not constitute a breach or violation of any other agreement, obligation or understanding with any third party. You represent that you are not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of your obligations hereunder or prevent the full performance of your duties or obligations hereunder. |
Withholding; Section 409A: | Clarivate may deduct and withhold from any amounts payable under this letter such |
Maroun Mourad | page 4
federal, state, local, or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation, as applicable. It’s the intent of the parties that the provisions of this letter either comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or that one or more elements of compensation or benefits be exempt from Section 409A. Accordingly, the parties intend that this letter be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Section 409A to the extent reasonably practicable. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and Clarivate of the applicable provision without violating the provisions of Section 409A. For purposes of Section 409A, your right to receive any installment payments pursuant to this letter will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter specifies a payment period with reference to a number of days, the actual date of payment within the specified period will be within the sole discretion of Clarivate or one of its subsidiaries. Clarivate cannot make any guarantees with respect to compliance with such requirements, and neither Clarivate nor any affiliate will have any obligation to indemnify you or otherwise hold you harmless from any or all of such taxes or penalties. To the extent you are a “specified employee” within the meaning of Section 409A as of the date of the termination of your employment, no amounts payable under this letter that constitute deferred compensation within the meaning of Section 409A which is payable on account of your separation from service will be paid to you before the date which is the first day of the seventh month after such date of termination of employment (the “Delayed Payment Date”) or if earlier the date of your death following such separation from service. All such amounts that would, but for the preceding sentence become payable prior to the Delayed Payment Date, will be accumulated and paid on the Delayed Payment Date. | |
Successors and Assigns: | This letter will be binding upon and inure to the benefit of Clarivate and any successor to Clarivate, including any persons acquiring directly or indirectly all or substantially all of the business or assets of Clarivate whether by purchase, merger consolidation, amalgamation, reorganization or otherwise (and such successor will thereafter be deemed “Clarivate” for the purposes of this letter). This letter will inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but will not otherwise be assignable, transferable or delegable by you. Except as expressly provided in the immediately preceding sentence, you will not, without the prior written consent of Clarivate, assign, transfer or delegate this letter or any of your rights or obligations hereunder. |
Governing Law: | This letter will be construed and enforced in accordance with the rules of the laws of the State of Delaware, notwithstanding any state’s choice of law rules to the contrary. |
Maroun Mourad | page 5
Entire Agreement; Modification: | This offer letter, including but not limited to its at-will employment provision, may not be modified or amended except by a written agreement signed by an officer of Clarivate, acting with the authority of the board of directors of Clarivate, and you. This offer letter represents the entire agreement of the parties. All prior understandings relating to the subject matter of this offer letter, whether oral or written, are hereby superseded by this offer letter other than any documents referenced in this offer letter and/or incorporated herein by reference. |
Counterparts: | This letter may be executed in one or more counterparts (including via facsimile and electronic image scan (.pdf)), each of which will be deemed to be an original, but all of which together will constitute one and the same instrument and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. |
Please be aware that your offer of employment is contingent on your completion of the following:
•Signature on attached agreement relating to your non-compete and/or non-solicit obligations
•Electronic acknowledgement of the Clarivate Code of Conduct
◦A copy of the Code of Conduct is attached for your reference. Acknowledgement will be
requested after your employment has begun.
•Signature on the attached Confidential Information and Invention Assignment Agreement
•Successful Completion of a Background Check
◦Following your acceptance of this offer, you will receive an online form to complete and
submit. Please note that unsatisfactory results, falsifying information and/or refusal to
cooperate in the background check process will result in the immediate withdrawal of this
employment offer or immediate termination of employment if it has commenced.
•Proof of identity and employment eligibility
◦You must present original documentation upon hire in order to complete the federal I-9
form. If you do not present this information, then Clarivate may not employ you and you
will be terminated, as required by law. Additional instructions are attached for your review.
Maroun Mourad | page 6
If you find this offer to be acceptable, then please provide your signature and submit within five (5) days of
the date of this letter.
I believe that you can make a significant contribution to Clarivate and look forward to working with you as
we continue to build this very exciting business.
Sincerely,
/s/ Matti Shem Tov |
Matti Shem Tov |
Chief Executive Officer |
Clarivate |
Maroun Mourad | page 7
The undersigned represents and warrants that by acceptance of this position s/he will not violate the terms
of any post-employment agreement(s) applicable to him/her, and that s/he will not utilize or make available
to Clarivate any confidential or proprietary information of any third party or violate any obligation(s) with
respect to such information.
The undersigned accepts the above employment offer and agrees that the employment offered is “at
will” (meaning either party may terminate at any time, with or without cause or notice and, except as
otherwise noted in the severance language included in this offer letter, without compensation other than for
time worked), that this offer supersedes any and all prior understandings or agreements, whether oral or
written, relating to this offer of employment, and that there are no other terms expressed or implied. The
undersigned also understands that compensation, benefits and other terms of employment can change from
time to time, as determined in Clarivate’s sole discretion, and nothing stated herein implies a contract of
employment or employment for any specific duration.
Accepted: | /s/ Maroun S. Mourad |
Maroun S. Mourad | |
Date: | July 24, 2025 |
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: April 29, 2026 | /s/ Matitiahu Shem Tov |
Matitiahu Shem Tov | |
Chief Executive Officer and Director |
CERTIFICATION
I, Jonathan M. Collins, certify that:
1.I have reviewed this 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: April 29, 2026 | /s/ Jonathan M. Collins |
Jonathan M. Collins | |
Executive Vice President and Chief Financial Officer |
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 March 31,
2026 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: April 29, 2026 | /s/ Matitiahu Shem Tov |
Matitiahu Shem Tov | |
Chief Executive Officer and Director |
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended March 31,
2026 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: April 29, 2026 | /s/ Jonathan M. Collins |
Jonathan M. Collins | |
Executive Vice President and Chief Financial Officer |