Clarivate PLC 10-Q for FY2026 Q3
Clarivate PLC (CLVT)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Clarivate PLC filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Clarivate PLC completed the sale of its LS&H segment on October 6, 2026, receiving $488.4 in cash at close. Nine-month revenue was $1,472.4, down (5) %, Adjusted EBITDA was $645.6, and free cash flow was $233.1. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $481.6M
- down 9.2% from $530.3M a year earlier
- Net loss
- $80.8M
- compared with a net loss of $28.3M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 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 September 30, 2026, was 639,904,301 .
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TABLE OF CONTENTS
Page | |
PART I – FINANCIAL INFORMATION | |
PART II – OTHER INFORMATION | |
2
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, any future strategic transactions we may explore,
the anticipated use of proceeds from the divestiture of our Life Sciences & Healthcare business and any related cost savings
or other benefits, our results of operations, financial condition, liquidity, capital allocation plans and share repurchases,
foreign exchange impacts, our prospects, growth, strategies and shareholder value, the markets in which we operate, the
impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty
and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing.
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 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,
3
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.
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.
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets – Unaudited
(In millions) | September 30, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash | $ | $ | |
Accounts receivable, net | |||
Prepaid expenses | |||
Other current assets | |||
Current assets held for sale | |||
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 | |||
Non-current assets held for sale | |||
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 | |||
Current liabilities held for sale | |||
Total current liabilities | |||
Long-term debt | |||
Other non-current liabilities | |||
Deferred income taxes | |||
Operating lease liabilities | |||
Non-current liabilities held for sale | |||
Total liabilities | |||
Commitments and contingencies (Note 13) | |||
Shareholders' equity: | |||
Ordinary Shares, and outstanding as of September 30, 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.
5
Condensed Consolidated Statements of Operations – Unaudited
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(In millions, except per share data) | 2026 | 2025 | 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 | |||||||
Operating income (loss) | |||||||
Interest expense, net | |||||||
Income (loss) from continuing operations before income taxes | ( | ( | ( | ( | |||
Provision (benefit) for income taxes | |||||||
Income (loss) from continuing operations, net of taxes | ( | ( | ( | ( | |||
Income (loss) from discontinued operations, net of taxes | ( | ( | ( | ||||
Net income (loss) | $( | $( | $( | $( | |||
Basic earnings (loss) per share: | |||||||
Continuing operations | $( | $( | $( | $( | |||
Discontinued operations | ( | ( | |||||
Basic earnings (loss) per share | $( | $( | $( | $( | |||
Diluted earnings (loss) per share: | |||||||
Continuing operations | $( | $( | $( | $( | |||
Discontinued operations | ( | ( | |||||
Diluted earnings (loss) per share | $( | $( | $( | $( | |||
Weighted average shares used to compute earnings per share: | |||||||
Basic | |||||||
Diluted | |||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
6
Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited
Three Months Ended September 30, | |||
(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) | $( | $( | |
Nine Months Ended September 30, | |||
(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.
7
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 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at June 30, 2026 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | – | – | – | – | – | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at September 30, 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 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at June 30, 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 September 30, 2025 | $ | $( | $( | $ | |||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
8
Condensed Consolidated Statements of Cash Flows – Unaudited
Nine Months Ended September 30, | |||
(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 | |||
Goodwill and intangible asset impairments | |||
Loss on classification as held for sale | |||
Deferred income taxes | ( | ( | |
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 | ( | ( | |
Proceeds from issuance of debt | |||
Payment of debt issuance and extinguishment costs | ( | ||
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.
9
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”) and Intellectual Property (“IP”) end
markets, which form the basis of our two reportable segments, organized by the different products and services we offer and
the markets we serve. For additional information on our reportable segments, see Note 12 - Segment Information.
During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare
(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation
were met as of September 30, 2026. On October 6, 2026, we completed the sale of the LS&H segment. Unless otherwise
noted, all amounts and disclosures included in these Notes to the Condensed Consolidated Financial Statements reflect our
continuing operations and exclude the results of the LS&H segment. For additional information, see Note 2 - Assets Held for
Sale and Discontinued Operations.
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.
Certain reclassifications of prior period amounts have been made to conform to the current period presentation, including the
held-for-sale classification and discontinued operations presentation for the LS&H business, as further described in Note 2 -
Assets Held for Sale and Discontinued Operations.
purchase of three months or less, and includes restricted cash of $10.7 and $12.6 as of September 30, 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 to evaluate for
potential triggering events, which may occur in an interim period. If we determine that a triggering event has occurred, we
will 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
10
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.
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: Assets Held for Sale and Discontinued Operations
During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction
closed on October 6, 2026 and we received $488.4 in cash at close (net of closing costs and after giving effect to the working
capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of
$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than
January 31, 2028, in any case). The divestiture is part of the previously announced strategic shift that will allow us to increase
our focus on our A&G and IP businesses and strengthen our balance sheet through reduced indebtedness.
During the second quarter of 2026, we recognized a $221.7 goodwill impairment charge because the estimated fair value of
the LS&H reporting unit, as indicated by the anticipated sale price under negotiation, was below its carrying amount. During
the three months ended September 30, 2026, we recognized a $62.2 goodwill impairment charge based on the carrying value
of the LS&H net assets held for sale as of September 30, 2026 and a $10.1 loss on the classification of the LS&H segment as
held for sale. This amount is subject to adjustment during the fourth quarter of 2026 based on the carrying value of LS&H net
assets as of the close date.
We determined that the criteria for held-for-sale classification and discontinued operations presentation were met as of
September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as discontinued operations
and excluded from continuing operations in the Condensed Consolidated Statements of Operations for all periods presented.
In addition, the related assets and liabilities have been reclassified to assets held for sale and liabilities held for sale in the
Condensed Consolidated Balance Sheets. Disposal group net assets are recorded at the lower of their carrying amount or
estimated fair value less costs to sell. Prior period amounts have been reclassified to conform to current period presentation.
11
the Condensed Consolidated Balance Sheets as of the periods indicated:
September 30, 2026 | December 31, 2025 | ||
ASSETS | |||
Accounts receivable, net | $ | $ | |
Prepaid expenses | |||
Other current assets | |||
Current assets held for sale | $ | $ | |
Property and equipment, net | |||
Other intangible assets, net | |||
Goodwill | |||
Other non-current assets | |||
Deferred income taxes | |||
Operating lease right-of-use assets | |||
Valuation allowance on disposal group classified as held for sale | ( | ||
Non-current assets held for sale | $ | $ | |
LIABILITIES | |||
Accounts payable | $ | $ | |
Accrued compensation | |||
Accrued expenses and other current liabilities | |||
Current portion of deferred revenues | |||
Current portion of operating lease liability | |||
Current liabilities held for sale | $ | $ | |
Other non-current liabilities | |||
Deferred income taxes | |||
Operating lease liabilities | |||
Non-current liabilities held for sale | $ | $ |
The following table summarizes the financial results of our discontinued operations, presented as Income (loss) from
discontinued operations in the Condensed Consolidated Statements of Operations for the periods indicated:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Revenues | $ | $ | $ | $ | |||
Operating expenses: | |||||||
Cost of revenues | |||||||
Selling, general and administrative costs | |||||||
Depreciation and amortization | |||||||
Goodwill and intangible asset impairments | |||||||
Loss on classification as held for sale | |||||||
Restructuring costs | |||||||
Other operating expense (income), net | ( | ||||||
Total operating expenses | |||||||
Provision (benefit) for income taxes | |||||||
Income (loss) from discontinued operations, net of taxes | $( | $( | $( | $ | |||
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investing activities, as applicable, from discontinued operations that are included in the accompanying Condensed
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, | |||
2026 | 2025 | ||
Depreciation and amortization | $ | $ | |
Capital expenditures | |||
Goodwill and intangible asset impairments | |||
Loss on classification as held for sale | |||
Share-based compensation | |||
Note 3: 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.
revenues by segment):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Subscription | $ | $ | $ | $ | |||
Re-occurring | |||||||
Recurring revenues | |||||||
Transactional | |||||||
Revenues | $ | $ | $ | $ | |||
September 30, 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 nine months ended September 30, 2026, we recognized revenues of $564.8 attributable to deferred revenues
recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual
term.
13
Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the
Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the
right to use our products or provide maintenance services over a contractual term, generally one year or less.
Note 4: Other Intangible Assets, Net
Other intangible assets, net
assets by major class:
September 30, 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 $157.7 and $162.8 for the three months ended September 30, 2026 and
2025, respectively. For the nine months ended September 30, 2026 and 2025, amortization expense was $469.2 and $483.0 ,
respectively.
Note 5: 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.
As of September 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,748.2 . This
amount includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence
on the October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:
Type | Notional Value | Effective Date | Maturity Date | |||
Swaps entered May 2023 | $ | May 2023 | October 2026 | |||
Swaps entered June 2025 | June 2025 | January 2031 | ||||
Swaps 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 September
30, 2026, we estimate that approximately $10.7 of pre-tax gain related to interest rate swaps recorded in AOCL will be
14
reclassified into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 7 -
Shareholders' Equity.
Fair value hedges
In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0 , maturing
in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest
expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based
on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the
remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the
remaining cash flows in the valuation currency.
Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and
are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.
Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are
reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 7 -
Shareholders' Equity.
Net investment hedge
In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency
exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this
swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot
rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the
life of the swap.
Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency
translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will
be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional
information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.
Derivatives not designated as accounting hedges
We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our
exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of September 30, 2026
and December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $153.0 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 $0.0 and $2.5 for the three months ended September 30,
2026 and 2025, respectively, and $3.3 and $(0.8 ) for the nine months ended September 30, 2026 and 2025, respectively.
15
Balance Sheets as of September 30, 2026 and December 31, 2025:
Balance Sheet Location | September 30, 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 | $ | $ |
Note 6: Debt
September 30, 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)
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.
16
During the nine months ended September 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the
Senior Notes due 2029 for $184.2 in cash and retired the associated debt with an aggregate carrying value of $192.6 . These
open market and tender offer transactions were accounted for as debt extinguishments, resulting in a net gain of $1.5 and $7.4
recorded within Interest expense, net for the three and nine months ended September 30, 2026, respectively.
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 September 30, 2026, letters of credit totaling $6.4 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 $3,970.0 and $4,369.9 at September
30, 2026 and December 31, 2025, respectively, and is considered Level 2 under the fair value hierarchy.
Note 7: 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 nine months ended September 30, 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):
Nine Months Ended September 30, 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 September 30, 2026 | $ | $( | $( | $( | |||
17
Nine Months Ended September 30, 2025 | |||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2024 | $ | $( | $( | $( | |||
Other comprehensive income (loss) before reclassifications | |||||||
Reclassifications from AOCL to net earnings | ( | ( | ( | ||||
Net other comprehensive income (loss) | ( | ||||||
Balance as of September 30, 2025 | $ | $( | $( | $( | |||
(1)Includes amounts related to our interest rate swaps designated as cash flow hedges and the excluded component of our cross-currency swaps designated
as fair value hedges. Refer to Note 5 - 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-
Note 8: 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 $17 of
additional costs associated with this plan, primarily in 2026 and early 2027.
•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.
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Severance and related benefit costs | |||||||
Value Creation Plan | $ | $ | $ | $ | |||
Segment Optimization | |||||||
Exit and disposal costs | |||||||
Value Creation Plan | |||||||
Restructuring costs | $ | $ | $ | $ | |||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Academia & Government | |||||||
Value Creation Plan | $ | $ | $ | $ | |||
Intellectual Property | |||||||
Value Creation Plan | |||||||
Segment Optimization | |||||||
Total IP | |||||||
Unallocated corporate costs(1) | ( | ||||||
Restructuring costs | $ | $ | $ | $ | |||
(1)See Note 12 - Segment Information for a description of unallocated corporate costs.
18
Severance and related benefit costs | Exit and disposal costs | Total | |||
Reserve balance as of December 31, 2025 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | ( | ||
Reserve balance as of September 30, 2026 | $ | $ | $ | ||
Reserve balance as of December 31, 2024 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | |||
Reserve balance as of September 30, 2025 | $ | $ | $ |
Note 9: Other Operating Expense (Income), Net
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net foreign exchange loss (gain) | $ | $( | $( | $ | |||
Miscellaneous expense (income), net | ( | ( | |||||
Other operating expense (income), net | $ | $( | $( | $ | |||
Note 10: Income Taxes
We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-
tax income (loss) and adjust the provision for discrete tax items recorded in the period.
The income tax provision of $5.5 and $2.3 for the three months ended September 30, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The income tax provision of $23.4 and $29.0 for the nine months ended September 30, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
19
Note 11: Earnings Per Share
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Income (loss) from continuing operations, net of taxes | $( | $( | $( | $( | |||
Income (loss) from discontinued operations, net of taxes | ( | ( | ( | ||||
Net income (loss) | $( | $( | $( | $( | |||
Basic, weighted average shares outstanding | |||||||
Weighted average effect of potentially dilutive shares | |||||||
Diluted, weighted average shares outstanding | |||||||
Basic earnings (loss) per share: | |||||||
Continuing operations | $( | $( | $( | $( | |||
Discontinued operations | ( | ( | |||||
Basic earnings (loss) per share | $( | $( | $( | $( | |||
Diluted earnings (loss) per share: | |||||||
Continuing operations | $( | $( | $( | $( | |||
Discontinued operations | ( | ( | |||||
Diluted earnings (loss) per share | $( | $( | $( | $( | |||
Potential ordinary shares on a gross basis of 30.5 and 22.6 related to share-based awards were excluded from diluted EPS for
the three months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive. Potential
ordinary shares on a gross basis of 27.7 and 20.1 related to share-based awards were excluded from diluted EPS for the nine
months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive.
Note 12: Segment Information
We have organized our business into two reportable segments: Academia & Government and Intellectual Property. As
described in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, in the third quarter of 2026, we
entered into a definitive commercial agreement to sell our LS&H segment. For additional information, see Note 2 - Assets
Held for Sale and Discontinued Operations.
Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on
revenues and Adjusted EBITDA. Adjusted EBITDA represents Income (loss) from continuing operations before 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 Income (loss) from continuing operations 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.
20
reportable segment Adjusted EBITDA to Income (loss) from continuing operations, net of taxes:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 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 | $ | $ | $ | $ | |||
Total Reportable Segments | |||||||
Revenues | $ | $ | $ | $ | |||
People-related costs | ( | ( | ( | ( | |||
Royalties and other product costs | ( | ( | ( | ( | |||
Technology costs | ( | ( | ( | ( | |||
Outside service costs | ( | ( | ( | ( | |||
Other costs | ( | ( | ( | ( | |||
Total Reportable Segments Adjusted EBITDA | $ | $ | $ | $ | |||
Unallocated corporate costs(1) | ( | ( | ( | ( | |||
Benefit (provision) for income taxes | ( | ( | ( | ( | |||
Depreciation and amortization | ( | ( | ( | ( | |||
Interest expense, net | ( | ( | ( | ( | |||
Share-based compensation expense | ( | ( | ( | ( | |||
Restructuring costs | ( | ( | ( | ( | |||
Transaction related costs | ( | ( | ( | ||||
Other(2) | ( | ( | ( | ||||
Income (loss) from continuing operations, net of taxes | $( | $( | $( | $( | |||
(1)Represents corporate costs historically allocated to the LS&H segment that did not convey with the LS&H sale described in Note 2 - Assets Held for
Sale and Discontinued Operations.
(2)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost
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.
21
Note 13: Commitments and Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of
business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,
employment matters, and commercial matters. The outcome of the matters against us is 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 defended 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 May 2026, defendants filed their answers to 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 was completed in June 2026. In September 2026, the court overruled the Company’s preliminary
objections, and the Company will file an answer to the third amended complaint in November 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.
22
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 under 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. From research and learning to commercialization, we
offer intelligence solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government
(“A&G”) and Intellectual Property (“IP”) 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.
During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare
(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation
were met as of September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as
discontinued operations and excluded from continuing operations in the Condensed Consolidated Statements of Operations
for all periods presented. Unless otherwise noted, all amounts and disclosures included throughout this MD&A reflect our
continuing operations and exclude the results of the LS&H segment. On October 6, 2026, we completed the sale of the LS&H
segment. For additional information, see Note 2 - Assets Held for Sale and Discontinued Operations.
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.
23
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 1.8% compared to September 30, 2025, primarily driven by improved product pricing. Our total
ACV for September 30, 2026, compared to September 30, 2025, increased 3.6%, 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 93.7% as of September 30, 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 Income (loss) from continuing
operations before 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 Income (loss) from continuing operations 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 Income (loss) from continuing operations, net of taxes and Income (loss) from
continuing operations 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.
24
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended September 30, | Nine Months Ended September 30, | % Change | |||||||||
2026 | 2025 | 2026 | 2025 | QTD | YTD | ||||||
Revenues | $481.6 | $530.3 | $1,472.4 | $1,546.7 | (9) % | (5) % | |||||
Operating expenses: | |||||||||||
Cost of revenues | 139.0 | 178.5 | 442.4 | 511.3 | (22) % | (13) % | |||||
Selling, general and administrative costs | 134.6 | 145.7 | 447.3 | 453.2 | (8) % | (1) % | |||||
Depreciation and amortization | 162.3 | 168.6 | 484.7 | 499.2 | (4) % | (3) % | |||||
Restructuring costs | 4.5 | 7.9 | 24.9 | 34.3 | (43) % | (27) % | |||||
Other operating expense (income), net | 1.1 | (16.3) | (8.4) | 33.6 | N/M | N/M | |||||
Total operating expenses | 441.5 | 484.4 | 1,390.9 | 1,531.6 | |||||||
Operating income (loss) | 40.1 | 45.9 | 81.5 | 15.1 | |||||||
Interest expense, net | 61.0 | 68.5 | 180.4 | 199.4 | (11) % | (10) % | |||||
Income (loss) from continuing operations before income taxes | (20.9) | (22.6) | (98.9) | (184.3) | |||||||
Provision (benefit) for income taxes | 5.5 | 2.3 | 23.4 | 29.0 | N/M | (19) % | |||||
Income (loss) from continuing operations, net of taxes | (26.4) | (24.9) | (122.3) | (213.3) | |||||||
Income (loss) from discontinued operations, net of taxes | (54.4) | (3.4) | (267.3) | 9.1 | |||||||
Net income (loss) | $(80.8) | $(28.3) | $(389.6) | $(204.2) | |||||||
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful. | |||||||||||
In December 2024, the Board approved the wind-down of certain product groups within the A&G segment, which continued
through Q2 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 September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Subscription | $338.3 | $335.9 | $2.4 | 0.7 % | – % | (0.1) % | (0.7) % | 1.5 % | ||||
Re-occurring | 105.8 | 105.3 | 0.5 | 0.5 % | – % | – % | (0.2) % | 0.7 % | ||||
Recurring revenues | 444.1 | 441.2 | 2.9 | 0.7 % | – % | (0.1) % | (0.5) % | 1.3 % | ||||
Transactional | 37.5 | 89.1 | (51.6) | (57.9) % | – % | (45.3) % | (0.2) % | (12.4) % | ||||
Revenues | $481.6 | $530.3 | $(48.7) | (9.2) % | – % | (9.1) % | (0.5) % | 0.4 % | ||||
Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, and customer
migrations from transactional offerings, partially offset by FX. Re-occurring revenues increased primarily due to higher IP
volumes. Transactional revenues decreased due to product group wind-downs within A&G, as well as lower organic activity
in both segments, driven in part by customer migrations to subscription offerings.
Nine Months Ended September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Subscription | $1,004.7 | $989.4 | $15.3 | 1.5 % | – % | (0.2) % | 0.4 % | 1.3 % | ||||
Re-occurring | 323.7 | 320.1 | 3.6 | 1.1 % | – % | (0.1) % | 1.5 % | (0.3) % | ||||
Recurring revenues | 1,328.4 | 1,309.5 | 18.9 | 1.4 % | – % | (0.2) % | 0.7 % | 0.9 % | ||||
Transactional | 144.0 | 237.2 | (93.2) | (39.3) % | – % | (30.1) % | 0.4 % | (9.6) % | ||||
Revenues | $1,472.4 | $1,546.7 | $(74.3) | (4.8) % | – % | (5.5) % | 0.6 % | 0.1 % | ||||
25
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, and customer
migrations from transactional offerings. Re-occurring revenues increased primarily due to FX. Transactional revenues
decreased due to product group wind-downs within A&G, as well as lower organic activity in both segments, driven in part
by customer migrations to subscription offerings.
Revenues by segment
Three Months Ended September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
A&G | $286.9 | $332.5 | $(45.6) | (13.7) % | – % | (14.1) % | (0.5) % | 0.9 % | ||||
IP | 194.7 | 197.8 | (3.1) | (1.6) % | – % | (0.6) % | (0.6) % | (0.4) % | ||||
Revenues | $481.6 | $530.3 | $(48.7) | (9.2) % | – % | (9.1) % | (0.5) % | 0.4 % | ||||
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues decreased due to product group wind-downs, FX, and lower
subscription and transactional volumes.
Nine Months Ended September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
A&G | $882.2 | $953.7 | $(71.5) | (7.5) % | – % | (8.9) % | 0.3 % | 1.1 % | ||||
IP | 590.2 | 593.0 | (2.8) | (0.5) % | – % | (0.3) % | 1.1 % | (1.3) % | ||||
Revenues | $1,472.4 | $1,546.7 | $(74.3) | (4.8) % | – % | (5.5) % | 0.6 % | 0.1 % | ||||
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues decreased due to lower organic activity, partially offset by
FX.
Revenues by geography
Three Months Ended September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Americas | $246.8 | $273.1 | $(26.3) | (9.6) % | – % | (10.9) % | 0.1 % | 1.2 % | ||||
EMEA | 128.2 | 146.3 | (18.1) | (12.4) % | – % | (9.8) % | (0.5) % | (2.1) % | ||||
APAC | 106.6 | 110.9 | (4.3) | (3.9) % | – % | (3.7) % | (1.8) % | 1.6 % | ||||
Revenues | $481.6 | $530.3 | $(48.7) | (9.2) % | – % | (9.1) % | (0.5) % | 0.4 % | ||||
Americas revenues benefited from subscription organic growth but decreased overall primarily due to product group wind-
downs within A&G. EMEA (Europe/Middle East/Africa) revenues decreased due to product group wind-downs within A&G
and lower transactional activity. APAC (Asia Pacific) revenues benefited from subscription organic growth but decreased
overall due to product group wind-downs within A&G and FX.
Nine Months Ended September 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Americas | $749.3 | $798.6 | $(49.3) | (6.2) % | – % | (7.0) % | 0.4 % | 0.4 % | ||||
EMEA | 398.8 | 418.5 | (19.7) | (4.7) % | – % | (4.7) % | 2.1 % | (2.1) % | ||||
APAC | 324.3 | 329.6 | (5.3) | (1.6) % | – % | (3.0) % | (0.7) % | 2.1 % | ||||
Revenues | $1,472.4 | $1,546.7 | $(74.3) | (4.8) % | – % | (5.5) % | 0.6 % | 0.1 % | ||||
Americas revenues benefited from subscription organic growth but decreased overall due to product group wind-downs
within A&G. EMEA revenues decreased due to lower re-occurring and transactional activity and product group wind-downs
within A&G, partially offset by FX. APAC revenues benefited from subscription organic growth but decreased overall due to
product group wind-downs within A&G.
26
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 22% and 13% compared to the three and nine months ended September 30, 2025, respectively, was primarily
driven by product wind-downs and improved cost management.
Selling, general and administrative costs
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the
production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party
professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,
and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and
other professional and consulting costs.
The decrease of 8% and 1% compared to the three and nine months ended September 30, 2025, respectively, was primarily
driven by reduced personnel costs.
Depreciation and amortization
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and
fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology
and content, internally developed computer software, and trade names.
The decrease of 4% and 3% compared to the three and nine months ended September 30, 2025, respectively, was primarily
driven by certain acquired intangible assets becoming fully amortized.
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 periods 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 September 30, 2026. We expect this program to
continue throughout 2026 and into 2027. For further information, see Note 8 - Restructuring included in Part I, Item 1 of this
quarterly report.
Other operating expense (income), net
The net change of $17.4 and $42.0 compared to the three and nine months ended September 30, 2025, respectively, was
primarily driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the
largest impacts derived from transactions denominated in GBP. For further information, see Note 9 - Other Operating
Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Interest expense, net
The decrease of 11% and 10% compared to the three and nine months ended September 30, 2025, respectively, was primarily
driven by reduced total debt outstanding.
Provision (benefit) for income taxes
The income tax provision of $5.5 and $2.3 for the three months ended September 30, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The income tax provision of $23.4 and $29.0 for the nine months ended September 30, 2026 and 2025, respectively, was
primarily due to the mix of jurisdictions and legal entities 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.
27
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine
months ended September 30, 2026 and 2025, and reconciles these non-GAAP measures to Income (loss) from continuing
operations, net of taxes and Income (loss) from continuing operations margin for the same periods:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Income (loss) from continuing operations, net of taxes | $(26.4) | $(24.9) | $(122.3) | $(213.3) | |||
Provision (benefit) for income taxes | 5.5 | 2.3 | 23.4 | 29.0 | |||
Depreciation and amortization | 162.3 | 168.6 | 484.7 | 499.2 | |||
Interest expense, net | 61.0 | 68.5 | 180.4 | 199.4 | |||
Share-based compensation expense | 7.7 | 13.1 | 32.3 | 37.1 | |||
Restructuring costs | 4.5 | 7.9 | 24.9 | 34.3 | |||
Transaction related costs | (0.2) | 3.0 | 17.5 | 17.3 | |||
Other(1) | 3.8 | (16.3) | 4.7 | 42.7 | |||
Adjusted EBITDA | $218.2 | $222.2 | $645.6 | $645.7 | |||
Income (loss) from continuing operations margin | (5.5) % | (4.7) % | (8.3) % | (13.8) % | |||
Adjusted EBITDA margin | 45.3 % | 41.9 % | 43.8 % | 41.7 % | |||
(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost
structure related to the LS&H divestiture, 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
September 30, 2026, we had $257.0 of cash and $768.6 of available borrowing capacity under our revolving credit facility.
During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction
closed on October 6, 2026 and we received $488.4 in cash at close (net of closing costs and after giving effect to the working
capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of
$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than
January 31, 2028, in any case).
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 disposition of LS&H is not expected to
have a material impact on our operating cash flows or liquidity.
The following table presents our consolidated cash flows by activity, including cash flows attributable to discontinued
operations:
Nine Months Ended September 30, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $399.0 | $468.6 | $(69.6) | (15)% | |||
Net cash used for investing activities | $(165.9) | $(192.5) | $26.6 | (14)% | |||
Net cash used for financing activities | $(305.0) | $(265.2) | $(39.8) | 15% | |||
Net cash provided by operating activities decreased as seasonal working capital outflows, primarily related to timing, more
than offset improved operating results, including the impact of non-cash operating activities.
Net cash used for investing activities decreased due to lower capital spending.
Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases made in the
current year, partially offset by higher share repurchase activity in the prior year.
28
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, including
cash flows attributable to discontinued operations:
Nine Months Ended September 30, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $399.0 | $468.6 | $(69.6) | (15)% | |||
Capital expenditures | (165.9) | (192.5) | 26.6 | (14)% | |||
Free cash flow | $233.1 | $276.1 | $(43.0) | (16)% | |||
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 September 30, 2026, we had $4,149.2 of outstanding borrowings under our notes and credit facilities. We incurred
$180.4 and $199.4 of interest expense associated with our debt obligations during the nine months ended September 30, 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 the nine months ended September 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the
Senior Notes due 2029 for $184.2 in cash and retired the associated debt with an aggregate carrying value of $192.6. These
open market and tender offer transactions were accounted for as debt extinguishments, resulting in a net gain of $1.5 and $7.4
recorded within Interest expense, net for the three and nine months ended September 30, 2026, respectively.
We intend to use the cash proceeds from the LS&H sale for additional repurchases of our Senior Secured Notes due 2028 and
Senior Notes due 2029.
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 5 -
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 plans related to our share
repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud
computing services and software license costs. Any amounts for which we are currently liable are reflected in our Condensed
Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
As of September 30, 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, which are likely to provide some coverage for these liabilities or other losses that may arise from litigation
matters. For additional information about our legal proceedings and claims, see Note 13 - Commitments and Contingencies
included in Part I, Item 1 of this quarterly report.
We require and will continue to need significant cash resources to, among other things, meet our debt service requirements,
fund our working capital requirements, make capital expenditures (including product and content development), and expand
our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand,
29
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital
expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements
will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support
product development efforts. We could be required, or could elect, to seek additional funding through public or private equity
or debt financings; however, additional funds may not be available on terms acceptable to us.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those reported under Part 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 September 30, 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 Exchange Act, we have evaluated, under the supervision and with the
participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the
effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act
as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures
must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the
benefits of our controls and procedures relative to their costs.
Based on that evaluation, our CEO and CFO concluded that, as of September 30, 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 Exchange Act is (i) recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management,
including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that
materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information related to legal proceedings, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this
quarterly report.
Item 1A. Risk Factors.
There have been no material changes to the risk factors associated with our business from those reported under Part I, Item
1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 5. Other Information.
affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of an
aggregate of up to 254,558 ordinary shares of the Company held by Mr. Veinstein. The trading plan terminates on the earlier
of the date all the shares covered by the trading plan are sold and December 7, 2026 .
On October 30, 2026, Saurabh Saha notified the Company of his resignation from the Board of Directors of the Company,
effective as of December 31, 2026. Mr. Saha confirmed that his decision to resign is not as a result of any disagreement
between him and the Company, its management, the Board of Directors, or any committee thereof.
Item 6. Exhibits.
EXHIBIT INDEX
2.1 | |
10.1 | |
10.2*+ | |
10.3*+ | |
31* | |
32* | |
101* | The following information from our Form 10-Q for the quarter ended September 30, 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.
31
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 November 3, 2026.
CLARIVATE PLC | |
By: | /s/ Michael Easton |
Name: Michael Easton | |
Title: Executive Vice President & Chief Financial Officer | |
July 28, 2026
Michael Easton
ID: [ID REDACTED]
Dear Michael:
Congratulations on your promotion! Below are the terms of your new position, which are effective as of
your appointment date. This letter sets forth the updated terms and conditions of your employment with
Clarivate. If at any time following your appointment date, you enter into an employment agreement with
Clarivate, such employment agreement will expressly supersede and replace this letter in its entirety.
Appointment Date: | August 8, 2026’ |
Position and Title: | As of your appointment date, your title will be Executive Vice President & Chief Financial Officer. In this role, you will be an executive officer of Clarivate, as further discussed below. |
Manager: | Chief Executive Officer of Clarivate |
Principal Location: | Denver, Colorado 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). •Effective as of the date of appointment, 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 2026 plan year, your bonus under the AIP will be prorated based on your positions during 2026. •Beginning in fiscal year 2027, 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 Amended and Restated Clarivate 2019 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 2027, you will receive a grant under the annual equity program with a targeted aggregate grant date value of $2.0 million as determined by the HRCC. 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 based on achievement of applicable performance and subject to the terms of the Plan and applicable grant documents. |
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Promotion Equity Bonus: | On August 15, 2026, you will be granted a one-time equity award with an aggregate grant date value of $750,000 (the “Promotion Award”). Fifty percent (50%) of the value of the Promotion Award will be in the form of Restricted Share Units (“RSUs”) that vest ratably over three years on March 15, 2027, March 15, 2028 and March 15, 2029. The remaining fifty percent (50%) will be in the form of Performance Share Units (“PSUs”), which will be eligible to vest in the first fiscal quarter of 2029 based on achievement of applicable performance conditions and subject to the terms of the Plan and applicable grant documents. Any share units granted to you, including the Promotion 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 the grant date of such awards. For avoidance of doubt, your Promotion Award will be in addition to, and not in lieu of, the components of your annual compensation, as described above. |
Severance Benefits: | You are an eligible participant under the Amended and Restated Executive Severance Plan of Clarivate Plc and Summary Plan Description, Effective March 23 2026 (or the version as then in effect, the “Executive Severance Plan”) and, in the event of a qualifying termination of employment, are eligible to receive certain severance payments and benefits in accordance with and subject to the terms of the Executive Severance Plan. Payment of severance and any other benefits described in this Severance Benefits section is subject to the terms and conditions of the Executive Severance Plan, including the requirement to enter into a separation and general release agreement in a form provided by Clarivate, the complete terms of which will be provided to you closer to any potential termination date. |
Relocation: | You will not be required to relocate to any Clarivate office in connection with your promotion. |
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. |
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. |
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Executive Officer Role: | As an Executive Officer of Clarivate and an officer of Clarivate for the purposes of Section 16 of the Securities Exchange Act of 1934, you will continue to be subject to applicable SEC rules, including, among other things, regulatory filing responsibilities to which certain officers are legally required to adhere. You will meet with our General Counsel for an overview of these regulations. Additionally, as an Executive Officer, you will continue to 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. As an Executive Officer, you shall also continue to be subject to any clawback or recoupment arrangements or policies that Clarivate has in place from time to time (including the Clarivate Plc Executive Compensation Recoupment Policy and the Clarivate Plc Detrimental Conduct Clawback Policy). |
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 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. |
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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. |
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. |
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 |
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The undersigned represents and warrants that by acceptance of this position he will not violate the terms of
any post-employment agreement(s) applicable to him, and that 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/ Michael Easton |
Michael Easton |
Date: | July 28, 2026 |
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October 6, 2026
Henry Levy
By Email: [EMAIL REDACTED]
Dear Henry:
This letter agreement outlines the terms of the agreement between you and the Clarivate group of
companies and their affiliated or related organizations (the “Company”) regarding the
termination of your employment with the Company (the “Agreement”) in connection with the
consummation of the sale of Clarivate’s Life Sciences & Healthcare business (the “Sale”) to
Janus Buyer, LP (“Altaris”). The closing date of the Sale will be the date of termination of your
employment with the Company (the “Separation Date”). Reference is made to the Retention
Agreement, dated as of July 3, 2026, by and between Clarivate Analytics (US) LLC and you (the
“Retention Agreement”).
We have agreed to the following:
•In connection with entering into this Agreement, you acknowledge and agree that, effective
as of the Separation Date, you will automatically resign from all your positions of the
Company, including your positions as President, Life Sciences & Healthcare, and various
corporate director roles, and that you will execute such further documents and instruments as
may be reasonably necessary or appropriate to effectuate such resignations. Effective as of
the Separation Date, you will not be an “executive officer” of the Company for the purposes
of the rules and regulations of the U.S. Securities and Exchange Commission or an “officer”
of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended.
To the extent you are enrolled in the Company’s medical, dental, vision and/or health savings
account as of the Separation Date, your enrollment in these plans will end on the Separation
Date. All other applicable employee benefits including, without limitation, participation in
the following Company plans shall also terminate as of the Separation Date (if not already
terminated as of the Separation Date): 401(k) plan, dependent care flexible spending account,
health care flexible spending account, life insurance, short- and long-term disability,
management incentive and any paid time off programs. Following the Separation Date, you
will not be entitled to receive any employee benefits from the Company.
•Separation Benefits: Subject to your (i) compliance with your obligations under this
Agreement and the Retention Agreement (including, for the avoidance of doubt, your Offer
Letter and any of the Restrictive Covenants (each as defined in the Retention Agreement) set
forth therein), (ii) continued employment with the Company through the Closing (as defined
in the Retention Agreement), and (iii) execution and non-revocation of the release included
on Attachment A hereto (the “Release”) in accordance with the time periods required therein,
the Company will provide you with the following payments and benefits (collectively, the
“Separation Benefits”):
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▪RSU Vesting: Any unvested outstanding awards of restricted share units (“RSUs”)
granted under Clarivate’s Amended and Restated 2019 Incentive Award Plan (as may be
amended and restated from time to time, the “Plan”) shall become fully vested effective
as of immediately prior to the Closing. Pursuant to the Retention Agreement, any
unvested performance share units (“PSUs”) will be automatically cancelled upon the
Closing without any right to compensation. The terms and conditions of the Plan and the
award agreements governing your RSUs and PSUs regarding the effect of a termination
of employment shall otherwise remain unchanged and in place.
▪Severance Amount: In addition, if your employment is terminated by Altaris or its
applicable subsidiary or affiliate without Cause (as defined in the Amended and Restated
Executive Severance Plan of Clarivate PLC, as may be amended and restated from time
to time, the “ESP”)) within six (6) months following the Closing (a “Qualifying
Termination”), you will receive a lump sum cash payment in the amount of
$1,851,559.92 (representing the sum of (i) eighteen (18) months’ of base salary and
annual bonus at target under the Company’s Annual Incentive Plan (“AIP”) and (ii) a
lump sum payment equal to the employer portion of the applicable monthly Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premium payment for the
group medical plan in which you were enrolled as of the Separation Date, multiplied by
eighteen (18) months) (collectively, the “Cash Amount”). In addition, if you have not
otherwise been paid a 2026 annual bonus, in the event of your Qualifying Termination,
you will receive an amount equal to your 2026 annual bonus under the AIP, calculated
assuming a full year of service and based on actual performance as of the Closing (as
reflected in the Company’s accruals for the AIP at the time of Closing) (the “Bonus
Amount” and, together with the “Cash Amount”, the “Severance Amount”). The
Severance Amount shall be paid, less applicable deductions and withholdings, within
sixty (60) days of the Separation Date; provided that, prior to such date, you execute and
do not revoke a general release of claims (which may be a re-execution of the Release or
any other release) that the Company and/or Altaris or its subsidiaries may reasonably
require you to execute prior to such date. Notwithstanding anything to the contrary, if
your employment with the Company or Altaris or its subsidiaries terminates for any
reason other than a Qualifying Termination, you will have no right to, and will forfeit in
its entirety the right to receive, the Severance Amount (or, for the avoidance of doubt,
any portion thereof). For the avoidance of doubt, following the six (6)-month anniversary
of the Closing, you will have no claim or right to the Severance Amount or any other
severance benefits from the Company.
•Expenses: The Company will reimburse you for any authorized business expenses incurred
through the Separation Date, provided they were incurred and submitted in a timely manner
and otherwise in accordance with the Company’s policy.
•Restrictive Covenants: You acknowledge and agree that you are, and will remain, subject to
the Restrictive Covenants.
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•Remedies: In addition to any other remedies the Company may have, the Company’s
obligations under this Agreement shall terminate if you breach any of the provisions of this
Agreement (including any of the Restrictive Covenants). If, prior to the Separation Date, you
voluntarily terminate or give notice of your intent to voluntarily terminate your employment
or service with the Company, or are terminated for Cause, you will be ineligible to receive
the Separation Benefits or any other benefits under this Agreement.
In addition to any other remedies the Company may have, if, following the Separation Date,
the Company discovers or otherwise learns of a serious conduct or performance issue(s) that
would have provided the Company with Cause to terminate your employment effective
immediately if you were still employed by the Company, you acknowledge and agree that, to
the extent not already received, you will forfeit all benefits provided to you under this
Agreement, including the Separation Benefits, and any amounts or benefits already paid or
received by you under this Agreement shall, upon written request by the Company, become
immediately repayable to the Company.
In consideration for the payments and benefits described herein, you agree to the following:
•Executing Agreement: You agree to execute and return this Agreement within twenty-one
(21) days of the date of this letter and execute and return Attachment A within the
Consideration Period defined in the Release. If you do not execute and return both this
Agreement and Attachment A by the designated deadlines, and/or if you revoke your
acceptance of the Release, this Agreement and your eligibility for a Separation Benefits will
be deemed to be automatically withdrawn and of no legal effect.
•Confidentiality: You agree to treat as confidential and not disclose the terms, contents, or
execution of this Agreement or Attachment A, except as required by law, other than to your
spouse, legal counsel, or tax advisor, with the understanding that s/he will maintain its
confidentiality. This provision is not intended to restrict your legal right to discuss the terms
and conditions of your employment, as more specifically set forth in Section 5 (Protected
Rights) of the Release.
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•Entire Agreement: This Agreement represents the entire agreement of the parties about the
subject matter hereof, and may not be contradicted by evidence prior, contemporaneous, or
subsequent oral agreements of the parties. Any modifications of the terms of this Agreement
must be made in writing and signed by all parties to the Agreement. All prior understandings
relating to the subject matter of this Agreement, whether oral or written, are hereby
superseded by this Agreement other than any documents expressly referenced in this
Agreement, defined in Attachment A, or incorporated herein by reference. For the avoidance
of doubt, other than the payments and benefits described in this Agreement, you will not be
entitled to any other payments or benefits, including without limitation under the ESP, the
Retention Agreement or your Offer Letter dated March 31, 2023. Notwithstanding anything
contained herein to the contrary, this Agreement and the Release shall not supersede, but
shall supplement and, where applicable, incorporate and extend, any prior confidentiality,
non-competition and non-solicitation agreements and provisions (including, without
limitation, the Restrictive Covenants) entered into between you and the Company (and any
other nondisclosure or other confidentiality agreement or provision, including those
contained in any bonus, stock grant or other incentive program plan of any kind), and such
obligations shall continue in full force and effect.
Please execute and return this Agreement within twenty-one (21) days (but in no event prior to
the Separation Date) to John Doulamis at John.Doulamis@Clarivate.com.
Let me take this opportunity to express my personal thanks for your services and support and to
wish you every success in your future endeavors.
Sincerely,
/s/ Matti Shem Tov |
Matti Shem Tov |
Chief Executive Officer
Clarivate Plc
Accepted and Agreed by:
/s/ Henry Levy |
Name: Henry Levy |
Date: October 6, 2026 |
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Attachment A
Release & Separation Terms
Pursuant to the Agreement to which this Release & Separation Terms (the “Release”) is attached,
you hereby agree as follows:
1.Release: In consideration for the payments and benefits described herein and within
the Agreement, on behalf of yourself, your predecessors, heirs, executors,
administrators, successors and assigns, you hereby irrevocably and unconditionally
release and discharge the Company (as that term is defined in the Agreement and
including but not limited to Clarivate Analytics (US) LLC and Clarivate PLC) and its
and their past, present, and future parents, subsidiaries, branches, divisions, and
affiliates, and its and their past, present, and future shareholders, employees, officers,
directors, agents, representatives, fiduciaries and attorneys, individually and in their
official capacities (collectively, the “Released Parties”), from any and all causes of
action, suits, debts, claims, guarantees, liabilities, demands, costs, expenses,
attorneys’ fees, damages, indemnities and obligations of any kind or nature, in law,
equity or otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed, foreseeable and unforeseeable, which have existed or may have existed,
or which do exist, at any time prior to and including the date on which you sign this
Release, other than any claims that cannot lawfully be waived. This release includes,
but is not limited to, any claims arising directly or indirectly from or related to your
employment with the Company, including, but not limited to, any claims under
federal, state or local fair employment laws or practices or other employee relations
statutes and amendments, including without limitation: the Civil Rights Acts of 1866
and 1991, Title VII of the Civil Rights Act of 1964 as amended, the Lilly Ledbetter
Fair Pay Act of 2009, 42 U.S.C. § 1981 through §1988, Section 503 of the
Rehabilitation Act of 1973, the Equal Pay Act, the Genetic Information
Nondiscrimination Act, the Age Discrimination in Employment Act of 1967
(“ADEA”), the Older Workers Benefit Protection Act, the Americans with
Disabilities Act or the Americans with Disabilities Act Amendments Act, the Family
and Medical Leave Act, as allowed by law, the Fair Labor Standards Act, the
Immigration Reform and Control Act, the Occupational Safety and Health Act, the
Employee Retirement Income Security Act of 1974, and any claims arising under the
Workers Adjustment and Retraining Notification Act (“WARN”) and any parallel
state or local laws, any and all claims under the Pennsylvania Human Relations Act,
the Pennsylvania Whistleblower Law, the Pennsylvania Public Employee Relations
Act, the Philadelphia Fair Practices Ordinance, including any amendments and their
respective implementing regulations, and any other state or local law (statutory,
regulatory, or otherwise) that may be legally waived and released; however, the
identification of specific statutes is for purposes of example only, and the omission of
any specific statute or law shall not limit the scope of this general release in any
manner, and the constitution of the United States and Pennsylvania, any and all
claims under the ESP, and any applicable state laws that provide for benefits similar
to WARN, any claims pursuant to any other federal, state or local statutes,
regulations, ordinances or executive order including providing for the recovery of
attorneys’ fees or costs (and any and all amendments to the foregoing laws); any
claims based on any rule, common law or public policy; any claims based in contract,
whether oral or written, express or implied; any claims based in tort or other
common-law theories, including claims for wrongful or retaliatory discharge; any
claims for constructive or wrongful discharge, whistleblower protection, intentional
or negligent infliction of emotional distress, assault, battery, defamation, fraud,
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fraudulent inducement; any claims under any practice, handbook or manual of the
Company, or any other obligation, in each case to the extent allowed by law. You
confirm and acknowledge that the Release and Agreement reflects any and all
separation, severance, bonus, compensation, and/or other payments to which you are
entitled under any applicable plan, agreement or practice.
Further, you understand that this Release does not constitute an admission of
liabilities or wrongdoing on the part of the Released Parties, by whom any liability is
expressly denied.
This Release does not affect or limit your rights to any benefits to which you may
otherwise be entitled pursuant to (i) any relevant 401(k) savings and/or health and
welfare plans (if any); (ii) workers’ compensation or unemployment insurance; (iii)
your entitlement to coverage under the Company’s applicable insurance policies and
to indemnification for liabilities incurred in the execution of your duties to the
Company (including, for the avoidance of doubt, your rights under the Director and
Officer Indemnity Agreement entered into by you with the Company); or (iv) in the
Agreement (including the Separation Benefits) or any grant agreement(s) you have
signed.
You further agree that you waive any and all entitlement to relief, including but not
limited to, monetary damages or equitable relief, with respect to any claim or cause of
action release pursuant to this Agreement.
You acknowledge that you have no knowledge of any medical or other facts that
would give rise to a claim for workers’ compensation benefits with respect to your
employment with the Company, and further acknowledge and agree that, as it relates
to your employment with the Company, the Company has complied in all respects
with its obligations under the Family Medical Leave Act, the Fair Labor Standards
Act, and all Pennsylvania laws pertaining to wage and hour requirements.
2.Return Company Property: Subject to Section 5 (Protected Rights), you will return
all materials, equipment and/or property of the Company, including all confidential
information and trade secrets, and will not retain any copies upon the Separation
Date, excluding, for the avoidance of doubt, any materials, equipment and/or property
acquired by Altaris in connection with the Sale.
3.Reasonable Cooperation: Following the Separation Date, you agree to make
yourself reasonably available to cooperate in good faith with the Company regarding
subpoenas, investigations, litigation, arbitration, government inquiries, or any other
proceedings/claims made against the Company. The Company will reimburse you for
reasonable travel costs related to such participation.
4.Post-Employment Obligations:
i.You re-acknowledge and reaffirm the confidentiality, non-disclosure and
employee invention and assignment obligations set forth in your signed
Clarivate Confidential Information and Invention Assignment Agreement
(“Confidentiality Agreement”).
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ii.You re-acknowledge and reaffirm your non-solicitation (of both customers
and employees) and non-compete obligations outlined in your Non-
Competition and Non-Solicitation Agreement (“Non-Compete Agreement”).
iii.You acknowledge and re-affirm your non-solicitation (of both customers and
employees), non-compete obligations and nondisparagement obligations
outlined in any equity award agreement(s) you may have signed;
iv.You agree that you will not engage in any disparagement of the Company and
will refrain from making any adverse, false, negative, or critical statements,
implied or expressed, concerning the Company or the Released Parties. The
Company agrees to take all reasonable efforts to ensure its executive
leadership and/or board members do not make any statements about you to
any third parties that would in any manner damage your business or personal
reputation.
v.In addition to any remedies the Company may have in law or in equity, you
will forfeit all benefits under the Agreement and Release in the event you
engage in any of the activities prohibited by the paragraphs related to post-
employment obligations, and you may be obligated to repay the Company for
any benefits previously paid under this Agreement.
5.Protected Rights: Nothing in this Agreement or otherwise, including the release of
claims clause, restricts or prohibits you from initiating communications directly with,
responding to any inquiries from, providing testimony before, providing confidential
information to, reporting possible violations of law or regulation to, from filing a
claim or assisting with an investigation directly with, or from otherwise
communicating with a self-regulatory authority or a government agency or entity,
including the U. S. Equal Employment Opportunity Commission, the Department of
Labor, the National Labor Relations Board, the Department of Justice, the Securities
and Exchange Commission, the Congress, and any agency Inspector General
(collectively, the “Regulators”), or from making other disclosures that are protected
under the whistleblower provisions of state or federal law or regulation. The
Company may not retaliate against the you for any of these activities, and nothing in
this Agreement or otherwise requires you to waive any monetary award or other
payment you might become entitled to from the Regulators (subject to the following
paragraph). You do not need the prior authorization of the Company to engage in
such communications with Regulators, respond to such inquiries from the Regulators,
provide confidential information or documents to the Regulators. or make any such
reports or disclosures to the Regulators. You are not required to notify the Company
that you have engaged in such communications with the Regulators.
Further, nothing in this Agreement or otherwise shall interfere with your right to file a
charge of discrimination or unfair labor practice with or cooperate or participate in an
investigation or proceeding conducted by the Equal Employment Opportunity
Commission or a like charge or complaint with a state or local fair employment or
labor Regulator. However, the consideration provided by this Agreement shall be the
sole relief provided to you and you agree to waive any monetary benefits or recovery
against the Company in connection with any such charge, claim or proceeding
without regard to who has brought such charge, claim or proceeding.
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Pursuant to the Defend Trade Secrets Act of 2016, you and the Company
acknowledge and agree that you will not have criminal or civil liability under any
federal or state trade secret law for the disclosure of a trade secret that (i) is made (A)
in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney and (B) solely for the purpose of reporting or
investigating a suspected violation of law or (ii) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal. In
addition, and without limiting the preceding sentence, if you file a lawsuit for
retaliation by the Company for reporting a suspected violation of law, you may
disclose the trade secret to your attorney and may use the trade secret information in
the court proceeding, if you (x) file any document containing the trade secret under
seal and (y) do not disclose the trade secret, except pursuant to court order.
6.Tax Treatment: To the maximum extent permitted under all applicable law, the
parties intend that this Agreement will be interpreted and administered to be exempt
from or conform to the requirements of Internal Revenue Code Section 409A
(“Section 409A”). The Agreement is intended to be exempt from or comply with the
provisions of Section 409A so as to prevent the imposition of tax pursuant to Section
409A and shall be interpreted and/or amended to avoid a violation of Section 409A.
However, the Company does not guarantee the tax treatment of any payments or
benefits under this Agreement including, without limitation, under the Internal
Revenue Code and/or any other federal, state, municipal, local or foreign laws,
including Section 409A. You shall be solely responsible for all taxes that result from
any payments due to you under this Agreement.
7.Governing Law: Subject to Section 5 (Protected Rights), the laws of the State of
Pennsylvania will apply to any dispute concerning this Agreement (determined
without regard to the choice of law provisions thereof or the choice of law provisions
of any other jurisdiction that would cause the application of any other law than that of
the Commonwealth of Pennsylvania. Should any provision of this Agreement be
declared illegal or unenforceable by any court of competent jurisdiction and cannot be
modified to be enforceable, excluding the Post-Employment Obligations set forth in
Section 4, such provision shall immediately become null and void, leaving the
remainder of the Agreement in full force and effect. The Post-Employment
Obligations referenced herein shall be interpreted and enforced in accordance with the
terms contained in Section 4, the Confidentiality Agreement and/or the Non-Compete
Agreement.
8.Material Breach: You will forfeit all payments and benefits under this Agreement if
you materially breach any of the terms of this Agreement. To the extent a payment
has already been made, you may be asked to repay payments already made in
connection with this Agreement.
9
9.Acknowledgement of Rights and Waiver of Claims under the Age
Discrimination in Employment Act (the “ADEA”):
In connection with your release of claims under the ADEA, you further acknowledge
that:
i.You have read and understand this Release in its entirety and have waived
your ADEA claims knowingly and voluntarily in exchange for the benefits set
forth in the Agreement that you would not otherwise have been entitled to
receive;
ii.By giving you this Release, the Company advised you in writing to consult
with an attorney before signing this Release;
iii.Your execution of this Release has not been forced by any employee or agent
of the Company and you have had adequate time outside of the presence of
any Company representative to consider its terms;
iv.You have had an opportunity to engage counsel and to have counsel review,
explain and advise you as to the terms of the Release subsequent to receiving
the Release;
v.The Company has given you up to twenty-one (21) from the date of the
Agreement to consider this Release (the “Consideration Period”);
vi.You understand that you may execute this Release at any time within the
Consideration Period (the “Acceptance Date”). If you choose not to execute
this Release within the Consideration Period, you understand that you will
forfeit the right to receive the Separation Benefits and other benefits provided
in the Agreement. You agree that if there are any changes to the terms of the
Release, whether material or immaterial, such changes will not restart the
running of the Consideration Period; and
vii.You further understand that you may revoke your acceptance of this Release
after signing it by delivering a written notice of your decision to revoke within
seven (7) calendar days after the Acceptance Date (the “Revocation Period”).
You also understand that your written revocation must be sent to John
Doulamis at John.Doulamis@Clarivate.com and that this Release and your
right to receive the Separation Benefits and other benefits outlined in the
Agreement shall be forfeited if you revoke your signature within the seven (7)
calendar day Revocation Period. You acknowledge and agree that this Release
shall become effective on the first day after the seven (7) calendar day
Revocation Period.
BY SIGNING BELOW, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD
THE TERMS AND CONDITIONS OF THIS RELEASE, AND THAT I AM GIVING UP ANY
RIGHT I MIGHT HAVE TO BRING A CLAIM AGAINST THE COMPANY, INCLUDING
CLAIMS FOR AGE DISCRIMINATION. I ALSO UNDERSTAND THAT I WOULD NOT
RECEIVE THE BENEFITS HEREIN IF I DID NOT KNOWINGLY AND VOLUNTARILY
ENTER INTO THIS AGREEMENT. I FURTHER STATE THAT I AM SIGNING THIS
AGREEMENT AND RELEASE COMPLETELY WILLINGLY AND VOLUNTARILY, AND
10
THERE IS NO MEDICAL OR OTHER CONDITION THAT WOULD PREVENT ME FROM
DOING SO.
I acknowledge and agree that I must return an executed copy of this Release (not sooner than the
Separation Date) to John Doulamis at John.Doulamis@Clarivate.com.
Accepted and Agreed by:
/s/ Henry Levy |
Name: Henry Levy |
Date: October 6, 2026 |
Accepted and Agreed by the Company:
/s/ Matti Shem Tov |
Name: Matti Shem Tov |
Title: Chief Executive Officer Date: October 6, 2026 |
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: November 3, 2026 | /s/ Matitiahu Shem Tov |
Matitiahu Shem Tov | |
Chief Executive Officer and Director |
CERTIFICATION
I, Michael Easton, 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: November 3, 2026 | /s/ Michael Easton |
Michael Easton | |
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 September 30,
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: November 3, 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 September 30,
2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Easton, 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: November 3, 2026 | /s/ Michael Easton |
Michael Easton | |
Executive Vice President and Chief Financial Officer |