SEC Form 10-Q filed by Clarivate Plc

4/29/26 6:06:35 AM ET

$CLVT

EDP Services

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clvt-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)


Jersey, Channel Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
70 St. Mary Axe London EC3A 8BE United Kingdom (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
Ordinary Shares, no par value	CLVT	New York Stock Exchange

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

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

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

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

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

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

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of ordinary shares of the Company outstanding as of March 31, 2026, was 639,216,510.

TABLE OF CONTENTS


	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	5
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Comprehensive Income (Loss)	7
Condensed Consolidated Statements of Changes in Equity	8
Condensed Consolidated Statements of Cash Flows	9
Notes to the Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5. Other Information	27
Item 6. Exhibits	27
SIGNATURES	28

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Cautionary Note Regarding Forward-Looking Statements

This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or

projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”

within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-

looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,”

“estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case,

their negative or other variations or comparable terminology. These forward-looking statements include all matters that are

not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our

intentions, beliefs, or current expectations concerning, among other things, the anticipated divestiture of our Life Sciences &

Healthcare business or any other strategic transactions we may explore, anticipated cost savings, results of operations,

financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking

statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning

future events impacting us. Factors that may impact such forward-looking statements include:

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

relationships with such third parties;

•increased access to free or relatively inexpensive information sources;

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

competition;

•our ability to maintain high annual renewal rates;

•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or

if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing

regulatory requirements;

•reductions in customers’ research budgets or government funding;

•the success of our Value Creation Plan;

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

•the effectiveness of our business continuity plans;

•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures,

investments, or dispositions;

•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences

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

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

•the strength of our brand and reputation;

•our level of indebtedness;

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

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

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

•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties

that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;

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

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

•other factors beyond our control.

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

concerning future developments and their potential effects on us. There can be no assurance that future developments

affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and

uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be

materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties

include, but are not limited to, those factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk

Factors in our most recently filed annual report on Form 10-K. Should one or more of these risks or uncertainties materialize,

or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these

forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether

as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

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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.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets – Unaudited


(In millions)	March 31, 2026	December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash	$242.2	$329.2
Accounts receivable, net	882.9	821.7
Prepaid expenses	109.1	94.2
Other current assets	66.9	64.9
Total current assets	1,301.1	1,310.0
Property and equipment, net	50.9	52.7
Other intangible assets, net	7,863.7	8,008.1
Goodwill	1,566.6	1,566.7
Other non-current assets	85.8	68.1
Deferred income taxes	16.5	17.2
Operating lease right-of-use assets	42.5	46.6
Total assets	$10,927.1	$11,069.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$135.7	$150.6
Accrued compensation	100.6	146.7
Accrued expenses and other current liabilities	286.3	273.0
Current portion of deferred revenues	1,000.4	878.6
Current portion of operating lease liability	17.6	18.4
Current portion of long-term debt	1.5	101.5
Total current liabilities	1,542.1	1,568.8
Long-term debt	4,281.6	4,321.5
Other non-current liabilities	75.9	86.2
Deferred income taxes	205.0	212.1
Operating lease liabilities	33.7	37.9
Total liabilities	6,138.3	6,226.5
Commitments and contingencies (Note 12)
Shareholders' equity:
Ordinary Shares, no par value; unlimited shares authorized; 639.2 and 640.7 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	12,801.3	12,810.6
Accumulated other comprehensive loss	(457.7)	(453.1)
Accumulated deficit	(7,554.8)	(7,514.6)
Total shareholders' equity	4,788.8	4,842.9
Total liabilities and shareholders' equity	$10,927.1	$11,069.4

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

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CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Operations – Unaudited


	Three Months Ended March 31,
(In millions, except per share data)	2026	2025
Revenues	$585.5	$593.7
Operating expenses:
Cost of revenues	192.1	207.0
Selling, general and administrative costs	176.3	178.4
Depreciation and amortization	184.0	185.4
Restructuring costs	12.0	24.7
Other operating expense (income), net	(9.1)	19.0
Total operating expenses	555.3	614.5
Income (loss) from operations	30.2	(20.8)
Interest expense, net	59.0	64.3
Income (loss) before income taxes	(28.8)	(85.1)
Provision (benefit) for income taxes	11.4	18.8
Net income (loss)	$(40.2)	$(103.9)

Per share:
Basic	$(0.06)	$(0.15)
Diluted	$(0.06)	$(0.15)

Weighted average shares used to compute earnings per share:
Basic	640.7	689.8
Diluted	640.7	689.8

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

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CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited


	Three Months Ended March 31,
(In millions)	2026	2025
Net income (loss)	$(40.2)	$(103.9)
Other comprehensive income (loss), net of tax:
Hedging relationships, net of tax of nil and $(1.3)	8.5	(3.8)
Defined benefit pension plans, net of tax	0.1	–
Foreign currency translation adjustment	(13.2)	39.5
Other comprehensive income (loss), net of tax	(4.6)	35.7
Comprehensive income (loss)	$(44.8)	$(68.2)

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

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CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Changes in Equity – Unaudited


	Ordinary Shares		Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
(In millions)	Shares	Amount	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
Balance at December 31, 2025	640.7	$12,810.6	$(453.1)	$(7,514.6)	$4,842.9
Vesting of restricted stock units	8.1	–	–	–	–
Share-based award activity	(2.6)	8.8	–	–	8.8
Repurchase and retirement of ordinary shares	(7.0)	(18.1)	–	–	(18.1)
Net income (loss)	–	–	–	(40.2)	(40.2)
Other comprehensive income (loss)	–	–	(4.6)	–	(4.6)
Balance at March 31, 2026	639.2	$12,801.3	$(457.7)	$(7,554.8)	$4,788.8


	Ordinary Shares		Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
(In millions)	Shares	Amount	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
Balance at December 31, 2024	691.4	$12,978.8	$(526.3)	$(7,313.5)	$5,139.0
Vesting of restricted stock units	5.1	–	–	–	–
Share-based award activity	(1.7)	6.3	–	–	6.3
Repurchase and retirement of ordinary shares	(11.7)	(50.0)	–	–	(50.0)
Net income (loss)	–	–	–	(103.9)	(103.9)
Other comprehensive income (loss)	–	–	35.7	–	35.7
Balance at March 31, 2025	683.1	$12,935.1	$(490.6)	$(7,417.4)	$5,027.1

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

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CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Cash Flows – Unaudited


	Three Months Ended March 31,
(In millions)	2026	2025
Cash Flows From Operating Activities
Net income (loss)	$(40.2)	$(103.9)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	184.0	185.4
Share-based compensation	14.2	10.7
Amortization and write-off of debt issuance costs	3.3	2.9
Other operating activities	(16.8)	21.6
Changes in operating assets and liabilities:
Accounts receivable	(62.3)	(33.6)
Prepaid expenses	(15.2)	(14.7)
Other assets	(8.7)	1.9
Accounts payable	(14.5)	(5.8)
Accrued expenses and other current liabilities	(34.8)	(3.9)
Deferred revenues	129.3	111.3
Operating leases, net	(0.8)	(1.5)
Other liabilities	(2.8)	0.8
Net cash provided by operating activities	134.7	171.2
Cash Flows From Investing Activities
Capital expenditures	(55.8)	(60.9)
Net cash used for investing activities	(55.8)	(60.9)
Cash Flows From Financing Activities
Principal payments on debt	(138.5)	–
Repurchases of ordinary shares	(18.1)	(50.0)
Payments related to tax withholding for share-based compensation	(5.3)	(6.4)
Other financing activities	(0.4)	(0.2)
Net cash used for financing activities	(162.3)	(56.6)
Effects of exchange rates	(3.6)	5.1
Net change in cash and cash equivalents, including restricted cash	(87.0)	58.8
Cash and cash equivalents, including restricted cash, beginning of period	329.2	295.2
Cash and cash equivalents, including restricted cash, end of period	$242.2	$354.0

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of

Jersey, Channel Islands.

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

curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,

and tech-enabled services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life

Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three reportable segments, organized by the

different products and services we offer and the markets we serve. For additional information on our reportable segments, see

Note 11 - Segment Information.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally

accepted accounting principles (“GAAP”) and include our accounts and 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.

Cash and cash equivalents comprises cash on hand and short-term deposits with an original maturity at the date of purchase

of three months or less, and includes restricted cash of $9.9 and $12.6 as of March 31, 2026 and December 31, 2025,

respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts in the Condensed Consolidated Financial Statements and accompanying notes. Actual results

could differ from those estimates. The most significant of these estimates relate to our asset impairment analyses and income

taxes. We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience

and other factors, including expectations of future events that we believe are reasonable under the circumstances.

For example, we continue to monitor rapidly changing macroeconomic, industry, and competitive conditions, as well as the

potential sale of our LS&H segment, to evaluate for potential triggering events, which may occur in an interim period. If we

determine that a triggering event has occurred, we update our impairment assessment by reviewing and potentially changing

assumptions and estimates, which could result in future impairment charges.

Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and

results of operations, as well as those that involve significant judgments or estimates about matters that are inherently

uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of

Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for

the year ended December 31, 2025.

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,

which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The

practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the

remaining life of the asset when measuring credit losses. We adopted this standard on a prospective basis in the first quarter

of 2026, with no material impact on our financial statements or related disclosures.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote

disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in

this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after

December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are

currently assessing the impact of this update on our financial statement disclosures.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,

which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The

update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are

effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption

permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a

prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our

financial statements and related disclosures.

Note 2: Revenues

We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional

sales that are typically quoted on a product, data set, or project basis.

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

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

invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we

generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in

advance of completing the performance obligations is included in deferred revenue. We recognize subscription

revenue ratably over the contract term as the access or service is provided.

•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP

segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions

around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us on

a regular basis to ensure their intellectual property rights remain protected. These contracts typically include evergreen

clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.

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

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

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

invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related

performance obligations.

The following table presents revenues disaggregated by transaction type (see Note 11 - Segment Information for revenues by

segment):


	Three Months Ended March 31,
	2026	2025
Subscription	$397.5	$388.6
Re-occurring	108.6	105.9
Recurring revenues	506.1	494.5
Transactional	79.4	99.2
Revenues	$585.5	$593.7

The following table presents our contract balances:


	March 31, 2026	December 31, 2025
Accounts receivable, net	$882.9	$821.7
Current portion of deferred revenues	$1,000.4	$878.6
Non-current portion of deferred revenues(1)	$18.9	$17.0

(1)Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, we recognized revenues of $319.5 attributable to deferred revenues recorded

at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.

Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the

Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the

right to use our products or provide maintenance services over a contractual term, generally one year or less.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 3: Other Intangible Assets, Net

The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible

assets by major class:


	March 31, 2026			December 31, 2025
	Gross	Accumulated Amortization	Net	Gross	Accumulated Amortization	Net
Customer relationships	$7,807.7	$(1,956.9)	$5,850.8	$7,828.2	$(1,875.4)	$5,952.8
Technology and content	2,828.9	(1,493.2)	1,335.7	2,832.2	(1,453.1)	1,379.1
Computer software	1,282.4	(787.1)	495.3	1,252.1	(758.8)	493.3
Trade names and other	89.1	(64.1)	25.0	89.3	(63.3)	26.0
Definite-lived intangible assets	12,008.1	(4,301.3)	7,706.8	12,001.8	(4,150.6)	7,851.2
Indefinite-lived trade names	156.9	–	156.9	156.9	–	156.9
Other intangible assets, net	$12,165.0	$(4,301.3)	$7,863.7	$12,158.7	$(4,150.6)	$8,008.1

Amortization expense related to intangible assets was $178.7 and $180.6 during the three months ended March 31, 2026, and

2025, respectively.

Note 4: Derivative Instruments

We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use

derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to

help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk.

We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and

the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level

2 of the fair value hierarchy.

Cash flow hedges

We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows related to

interest payments on our outstanding term loans. These swaps are designated as cash flow hedges of the risk associated with

floating interest rates on designated future monthly interest payments. We determine the fair value of our interest rate swaps

by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,

using discount factors based on interest rate yield curves.

As of March 31, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,754.0. 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	$736.3	May 2023	October 2026
Swaps entered June 2025	402.7	June 2025	January 2031
Swap entered December 2025	115.0	December 2025	January 2031
Forward-starting swaps entered August 2025	500.0	October 2026	January 2030
Total	$1,754.0

Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed Consolidated

Balance Sheets, with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are

reclassified to Interest expense, net in the same period during which the hedged transactions affect earnings. As of March 31,

2026, we estimate that approximately $4.4 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified

into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 6 -

Shareholders' Equity.

Fair value hedges

In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0, maturing

in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest

expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the

remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the

remaining cash flows in the valuation currency.

Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and

are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.

Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are

reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 6 -

Shareholders' Equity.

Net investment hedge

In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency

exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this

swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot

rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the

life of the swap.

Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency

translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will

be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional

information on changes recorded in AOCL, see Note 6 - Shareholders' Equity.

Derivatives not designated as accounting hedges

We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our

exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of March 31, 2026 and

December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $146.4 and $162.1,

respectively.

We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each

reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the

current month-end exchange rate to the notional value of the trade using the trade date exchange rate.

The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),

net. We recognized a loss (gain) from the fair value adjustment of $3.5 and $(2.3) for the three months ended March 31, 2026

and 2025, respectively.

The following table provides the location and the fair value of our derivative instruments in the Condensed Consolidated

Balance Sheets as of March 31, 2026 and December 31, 2025:


	Balance Sheet Location	March 31, 2026	December 31, 2025
Cash flow hedging relationships
Interest rate swaps	Other current assets	$3.2	$3.2
Interest rate swaps	Other non-current assets	4.8	1.8
Interest rate swaps	Other non-current liabilities	1.0	3.6
Fair value hedging relationships
Cross-currency swaps	Other non-current assets	9.3	–
Cross-currency swaps	Other non-current liabilities	–	5.8
Net investment hedge
Cross-currency swap	Accrued expenses and other current liabilities	5.1	8.0
Not designated as accounting hedges
Foreign currency forwards	Other current assets	–	1.2
Foreign currency forwards	Accrued expenses and other current liabilities	2.4	0.1

Total derivative assets		$17.3	$6.2
Total derivative liabilities		$8.5	$17.5

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 5: Debt

The following table summarizes our total indebtedness:


		March 31, 2026		December 31, 2025
Type	Maturity	Effective Interest Rate	Carrying Value	Effective Interest Rate	Carrying Value
Senior Secured Notes	2026	4.500 %	$–	4.500 %	$100.0
Senior Secured Notes	2028	3.875 %	900.0	3.875 %	921.2
Senior Notes	2029	4.875 %	900.0	4.875 %	921.4
Revolving Credit Facility	2029	6.418 %	–	6.466 %	–
Term Loan Facility (Tranche 1)	2031	6.418 %	1,999.2	6.466 %	1,999.2
Term Loan Facility (Tranche 2)	2031	6.918 %	500.0	6.966 %	500.0
Finance lease	2036	6.936 %	27.6	6.936 %	28.1
Total debt outstanding			4,326.8		4,469.9
Debt discounts and issuance costs			(43.7)		(46.9)
Current portion of long-term debt(1)			(1.5)		(101.5)
Long-term debt			$4,281.6		$4,321.5

(1)As of December 31, 2025, $100.0 of the Senior Secured Notes due 2026 were outstanding, which we fully redeemed in January 2026.

Senior Secured Notes (2026)

Interest on the Senior Secured Notes due 2026 was payable semi-annually to holders of record on May 1 and November 1 of

each year. In January 2026, we redeemed the remaining $100.0 aggregate principal amount of the outstanding Senior Secured

Notes due 2026, plus accrued and unpaid interest through the January 30, 2026 redemption date.

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

Interest on the Senior Secured Notes due 2028 and the Senior Notes due 2029 is payable semi-annually to holders of record

on June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis

with borrowings under our credit facilities. Both series of Notes are guaranteed on a joint and several basis by each of our

indirect subsidiaries that is an obligor or guarantor under our credit facilities.

During March 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior Notes due 2029 for $38.5

in cash and retired the associated debt with an aggregate carrying value of $42.6. These transactions were accounted for as

debt extinguishments, resulting in a net gain of $3.8 recorded within Interest expense, net for the three months ended March

31, 2026.

The Credit Facilities

Revolving Credit Facility (2029)

Our $775.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit

of $77.0). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to its

maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior

Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original

maturity date). As of March 31, 2026, letters of credit totaling $6.3 were collateralized by the revolving credit facility.

Term Loan Facility (2031)

Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a

base interest rate at Term SOFR, plus 2.75% per annum. Our Tranche 2 term loans carry a base interest rate at Term SOFR,

plus 3.25% per annum.

The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due

to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market

observable data for debt with similar prepayment features. The fair value of our debt was $3,816.9 and $4,369.9 at March 31,

2026 and December 31, 2025, respectively, and is considered Level 2 under the fair value hierarchy.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 6: Shareholders' Equity

Share Repurchase Program

In December 2024, the Board authorized a share repurchase program of up to $500.0 of our ordinary shares for a period of

two years, from January 1, 2025 through December 31, 2026. During the three months ended March 31, 2026, we

repurchased approximately 7.0 million ordinary shares for $18.1 at an average price of $2.59 per share. All repurchased

shares were immediately retired and restored as authorized but unissued ordinary shares.

Accumulated Other Comprehensive Loss (“AOCL”)

The following tables provide information about the changes in AOCL by component and the related amounts reclassified to

net earnings during the periods indicated (net of tax):


	Three Months Ended March 31, 2026
	Hedging relationships(1)	Defined benefit pension plans	Foreign currency translation adjustment(2)	AOCL
Balance as of December 31, 2025	$2.3	$(1.1)	$(454.3)	$(453.1)
Other comprehensive income (loss) before reclassifications	8.5	0.1	(12.9)	(4.3)
Reclassifications from AOCL to net earnings	–	–	(0.3)	(0.3)
Net other comprehensive income (loss)	8.5	0.1	(13.2)	(4.6)
Balance as of March 31, 2026	$10.8	$(1.0)	$(467.5)	$(457.7)


	Three Months Ended March 31, 2025
	Hedging relationships(1)	Defined benefit pension plans	Foreign currency translation adjustment(2)	AOCL
Balance as of December 31, 2024	$10.7	$(0.4)	$(536.6)	$(526.3)
Other comprehensive income (loss) before reclassifications	(1.1)	–	39.8	38.7
Reclassifications from AOCL to net earnings	(2.7)	–	(0.3)	(3.0)
Net other comprehensive income (loss)	(3.8)	–	39.5	35.7
Balance as of March 31, 2025	$6.9	$(0.4)	$(497.1)	$(490.6)

(1)Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the three months ended March 31, 2026, also includes the

excluded component of our cross-currency swaps designated as fair value hedges. Refer to Note 4 - Derivative Instruments for further information.

(2)Includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to USD, as well as amounts related to our

cross-currency swap designated as a net investment hedge.

Note 7: Restructuring

We have engaged in various restructuring programs to strengthen our business and streamline our operations, including

taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:

•Value Creation Plan - During the fourth quarter of 2024, we approved a broad-based plan to optimize our business

model, which includes reductions in force and lease rationalization activities. We expect to incur approximately $13 of

additional costs associated with this plan, primarily in 2026.

•Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational

costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in workforce.

This program is complete.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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


	Three Months Ended March 31,
	2026	2025
Severance and related benefit costs
Value Creation Plan	$11.9	$24.0
Segment Optimization	–	0.4
Total Severance and related benefit costs	11.9	24.4
Exit and disposal costs
Value Creation Plan	0.1	0.3
Total Exit and disposal costs	0.1	0.3
Restructuring costs	$12.0	$24.7

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


	Three Months Ended March 31,
	2026	2025
Academia & Government
Value Creation Plan	$4.8	$12.3
Total A&G	4.8	12.3
Intellectual Property
Value Creation Plan	4.1	6.2
Segment Optimization	—	0.3
Total IP	4.1	6.5
Life Sciences & Healthcare
Value Creation Plan	3.1	5.8
Segment Optimization	—	0.1
Total LS&H	3.1	5.9
Restructuring costs	$12.0	$24.7

The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:


	Severance and related benefit costs	Exit and disposal costs	Total
Reserve balance as of December 31, 2024	$2.3	$–	$2.3
Expenses recorded	24.4	0.3	24.7
Payments made	(15.3)	(0.1)	(15.4)
Noncash items	(2.0)	(0.2)	(2.2)
Reserve balance as of March 31, 2025	$9.4	$–	$9.4

Reserve balance as of December 31, 2025	$6.5	$–	$6.5
Expenses recorded	11.9	0.1	12.0
Payments made	(13.0)	(0.1)	(13.1)
Noncash items	(0.1)	–	(0.1)
Reserve balance as of March 31, 2026	$5.3	$–	$5.3

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 8: Other Operating Expense (Income), Net

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


	Three Months Ended March 31,
	2026	2025
Net foreign exchange loss (gain)	$(12.6)	$20.7
Miscellaneous expense (income), net	3.5	(1.7)
Other operating expense (income), net	$(9.1)	$19.0

Note 9: Income Taxes

We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-

tax income (loss) and adjust the provision for discrete tax items recorded in the period.

The income tax provision of $11.4 and $18.8 for the three months ended March 31, 2026 and 2025, respectively, was

primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.

Note 10: Earnings Per Share

The following table presents the computation of basic and diluted EPS:


	Three Months Ended March 31,
	2026	2025
Net income (loss)	$(40.2)	$(103.9)

Basic, weighted average shares outstanding	640.7	689.8
Weighted average effect of potentially dilutive shares	–	–
Diluted, weighted average shares outstanding	640.7	689.8

Basic EPS	$(0.06)	$(0.15)
Diluted EPS	$(0.06)	$(0.15)

Potential ordinary shares on a gross basis of 21.7 and 14.0 related to share-based awards were excluded from diluted EPS for

the three months ended March 31, 2026 and 2025, respectively, as their inclusion would have been antidilutive.

Note 11: Segment Information

As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our

business into three reportable segments: Academia & Government, Intellectual Property, and Life Sciences & Healthcare.

Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on

revenues and Adjusted EBITDA. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income

taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments,

restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or

disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are

included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance.

Significant segment expenses include people-related costs, royalties and other product costs, technology costs (comprised

primarily of software licenses and hosting costs), and outside service costs (comprised primarily of professional services and

contracted labor). Other costs primarily include facilities costs and product marketing costs.

The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total

reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:

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Notes to the Condensed Consolidated Financial Statements


	Three Months Ended March 31,
	2026	2025
Academia & Government
Revenues	$295.0	$302.7
People-related costs	(85.3)	(86.2)
Royalties and other product costs	(45.1)	(55.1)
Technology costs	(21.0)	(19.6)
Outside service costs	(7.3)	(9.1)
Other costs	(9.7)	(8.9)
A&G Adjusted EBITDA	$126.6	$123.8
Intellectual Property
Revenues	$197.2	$192.7
People-related costs	(73.2)	(72.7)
Royalties and other product costs	(15.9)	(18.0)
Technology costs	(12.8)	(12.3)
Outside service costs	(4.2)	(5.7)
Other costs	(5.7)	(5.2)
IP Adjusted EBITDA	$85.4	$78.8
Life Sciences & Healthcare
Revenues	$93.3	$98.3
People-related costs	(43.7)	(46.8)
Royalties and other product costs	(8.8)	(8.8)
Technology costs	(6.6)	(7.0)
Outside service costs	(2.0)	(2.6)
Other costs	(3.0)	(2.5)
LS&H Adjusted EBITDA	$29.2	$30.6
Total Reportable Segments
Revenues	$585.5	$593.7
People-related costs	(202.2)	(205.7)
Royalties and other product costs	(69.8)	(81.9)
Technology costs	(40.4)	(38.9)
Outside service costs	(13.5)	(17.4)
Other costs	(18.4)	(16.6)
Total Reportable Segments Adjusted EBITDA	$241.2	$233.2
Benefit (provision) for income taxes	(11.4)	(18.8)
Depreciation and amortization	(184.0)	(185.4)
Interest expense, net	(59.0)	(64.3)
Share-based compensation expense	(14.6)	(11.1)
Restructuring costs	(12.0)	(24.7)
Transaction related costs	(8.2)	(6.3)
Other(1)	7.8	(26.5)
Net income (loss)	$(40.2)	$(103.9)

(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing

operating performance.

Our CODM does not review assets by segment for the purpose of assessing performance or allocating resources due to the

significant amount of intangible assets acquired through business combinations, as well as the centralized nature of our

working capital management functions.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 12: Commitments and Contingencies

Lawsuits and Legal Claims

We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of

business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,

employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution,

including the uncertainties of litigation.

From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that

may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the

matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are

currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.

We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance,

which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation

matters.

Between January and March 2022, three putative securities class action complaints were filed in the United States District

Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there

were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed

to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding in May 2022. In

August 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of

shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate

ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a

September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting

treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on

December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued

financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made

false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth

rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to

dismiss the amended complaint in October 2022. Without deciding the motion, the court entered an order in June 2023,

allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint in July 2023. In August 2023, the court

issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting

defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the

motions was completed in September 2023. In March 2026, the court granted in part and denied in part defendants’ motions

to dismiss the amended complaint.

In a separate but related litigation, in June 2022, a class action was filed in Pennsylvania state court in the Court of Common

Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with

respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in

June and September 2021. The Company moved to stay this proceeding in August 2022, and filed its preliminary objections

to the state court complaint in October 2022. After granting a partial stay in January 2023, the court denied a further stay of

the proceedings in April 2023. In April 2024, the court sustained the Company’s preliminary objections, but permitted

plaintiff leave to file an amended complaint, which plaintiff filed in May 2024. In August 2024, plaintiff filed a second

amended complaint, to which the Company filed preliminary objections in September 2024. In April 2025, the court issued

an order permitting the parties to take discovery on issues raised in the Company’s preliminary objections related to standing,

and to file supplemental briefs upon completion of such discovery. The parties filed their supplemental briefs in December

2025. In February 2026, following oral argument, the court entered an order sustaining in part the preliminary objections for

plaintiff’s failure to plead standing, dismissing the second amended complaint without prejudice, with leave for plaintiff to

file a third amended complaint, and overruling the remainder of the preliminary objections without prejudice to being

reasserted, if appropriate, in response to any third amended complaint. In March 2026, plaintiff filed a third amended

complaint. In April 2026, the Company filed preliminary objections to the third amended complaint. Briefing on the

preliminary objections will be completed in June 2026.

Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the

early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from

these matters.

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CLARIVATE PLC

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

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

of Operations.

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

our annual report on Form 10-K for the year ended December 31, 2025 and the condensed consolidated financial statements

and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-

looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and

in Item 1A. Risk Factors of this quarterly report, as well as the factors described Item 1A. Risk Factors in our most recently

filed annual report on Form 10-K.

Overview

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

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

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

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

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

structure.

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

taxonomies, and analytical models that transform complex information into actionable insights powered by a unique

combination of AI-enabled software and human expertise.

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

tailored to meet specific needs.

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

expertise and global experience.

In February 2026, we announced that we are pursuing a sale of our LS&H segment. We believe that a potential sale will

allow us to increase our focus on our A&G and IP businesses, and we anticipate that proceeds from a potential sale would

strengthen our balance sheet through reduced leverage. We are currently engaged in active discussions with interested parties

but cannot assure that the sale process will result in a transaction.

Key Performance Indicators

We regularly monitor organic revenue growth, annualized contract value (“ACV”), annual renewal rates, Adjusted EBITDA,

Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends,

measure performance, prepare financial projections, and make strategic decisions.

Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance

with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to

investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.

Reconciliations of our non-GAAP measures from the most directly comparable GAAP measures are provided further below.

Organic revenue growth

We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced

products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)

completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).

We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer

needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad

changes in product mix, and by geography to help us identify and address changes and revenue trends by region.

Annualized contract value

Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements

for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current

price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the

evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because

the majority of our revenues are generated from subscription-based license agreements.

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CLARIVATE PLC

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

Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of

that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business,

and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.

Our organic ACV grew 1.6% compared to March 31, 2025, primarily driven by improved product pricing. Our total ACV for

March 31, 2026, compared to March 31, 2025, increased 3.2%, primarily due to improved product pricing and FX

movements.

Annual renewal rate

Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based

license agreements renewed during the measurement period (including the value of any product downgrades), divided by

(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement

period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal

during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and

denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual

renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional

products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not

in annual renewal rates.

As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as

a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer

engagement trends, and to help analyze our historical results and prepare financial projections.

Our annual renewal rate of 92.5% as of March 31, 2026 remained stable compared to December 31, 2025.

Adjusted EBITDA and Adjusted EBITDA margin

We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for

investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the

Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-

based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial

instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,

and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing

operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future

results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety

or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or

discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our

obligations. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted

EBITDA margin is provided further below.

Free cash flow

We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar

measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the

ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity

or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our

obligations.

We define Free cash flow as Net cash provided by operating activities less Capital expenditures. Our reconciliation between

Net cash provided by operating activities and Free cash flow is provided further below.

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CLARIVATE PLC

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

Results of Operations


	Three Months Ended March 31,
	2026	2025	% Change
Revenues	$585.5	$593.7	(1) %
Operating expenses:
Cost of revenues	192.1	207.0	(7) %
Selling, general and administrative costs	176.3	178.4	(1) %
Depreciation and amortization	184.0	185.4	(1) %
Restructuring costs	12.0	24.7	(51) %
Other operating expense (income), net	(9.1)	19.0	N/M
Total operating expenses	555.3	614.5
Income (loss) from operations	30.2	(20.8)
Interest expense, net	59.0	64.3	(8) %
Income (loss) before income taxes	(28.8)	(85.1)
Provision (benefit) for income taxes	11.4	18.8	(39) %
Net income (loss)	$(40.2)	$(103.9)
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.

In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which

is continuing into 2026 and partially affects prior year comparability as further discussed below.

Revenues

The following tables present our revenues by type, segment, and geography, as well as the components driving the changes

between periods.

Revenues by transaction type


	Three Months Ended March 31,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Subscription	$397.5	$388.6	$8.9	2.3 %	– %	(1.3) %	1.9 %	1.7 %
Re-occurring	108.6	105.9	2.7	2.5 %	– %	(0.1) %	4.2 %	(1.6) %
Recurring revenues	506.1	494.5	11.6	2.3 %	– %	(1.1) %	2.4 %	1.0 %
Transactional	79.4	99.2	(19.8)	(20.0) %	– %	(19.3) %	1.3 %	(2.0) %
Revenues	$585.5	$593.7	$(8.2)	(1.4) %	– %	(4.2) %	2.2 %	0.6 %

Subscription revenues increased primarily due to organic growth driven by new sales and pricing, along with FX, partially

offset by product group wind-downs within LS&H. Re-occurring revenues increased primarily due to FX. The transactional

decline was primarily due to product group wind-downs in A&G and LS&H, while the organic decline was related to lower

A&G activity.

Revenues by segment


	Three Months Ended March 31,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
A&G	$295.0	$302.7	$(7.7)	(2.5) %	– %	(6.2) %	1.7 %	2.0 %
IP	197.2	192.7	4.5	2.3 %	– %	– %	3.6 %	(1.3) %
LS&H	93.3	98.3	(5.0)	(5.1) %	– %	(6.9) %	1.0 %	0.8 %
Revenues	$585.5	$593.7	$(8.2)	(1.4) %	– %	(4.2) %	2.2 %	0.6 %

A&G segment revenues benefited from subscription organic growth driven by new sales and pricing but decreased overall

due to product group wind-downs. IP segment revenues increased primarily due to FX, partially offset by lower re-occurring

volumes. LS&H segment revenues decreased due to product group wind-downs.

Table of Contents

CLARIVATE PLC

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

Revenues by geography


	Three Months Ended March 31,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Americas	$308.3	$321.1	$(12.8)	(4.0) %	– %	(6.0) %	0.8 %	1.2 %
EMEA	158.8	151.7	7.1	4.7 %	– %	(1.3) %	5.9 %	0.1 %
APAC	118.4	120.9	(2.5)	(2.1) %	– %	(3.3) %	1.3 %	(0.1) %
Revenues	$585.5	$593.7	$(8.2)	(1.4) %	– %	(4.2) %	2.2 %	0.6 %

Americas revenues benefited from subscription organic growth but decreased overall due to the product group wind-downs

within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues increased due to FX. APAC (Asia Pacific) revenues

decreased primarily due to the product group wind-downs within A&G and LS&H.

Cost of revenues

Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed

primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content

including royalty fees.

The decrease of 7% compared to the three months ended March 31, 2025 was primarily driven by the product wind-downs

and improved cost management. As a percentage of revenues, Cost of revenues decreased by 2% compared to the prior year

period.

Selling, general and administrative costs

Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the

production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party

professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,

and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and

other professional and consulting costs.

The decrease of 1% compared to the three months ended March 31, 2025 was primarily driven by improved cost

management. As a percentage of revenues, SG&A costs were largely unchanged compared to the prior year period.

Depreciation and amortization

Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and

fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology

and content, internally developed computer software, and trade names.

Depreciation and amortization expense was largely unchanged compared to the three months ended March 31, 2025.

Restructuring costs

Restructuring costs include certain involuntary termination benefits, contract terminations, and other exit or disposal

activities.

Restructuring costs in the current and prior year period were driven by the Value Creation Plan, which was approved in the

fourth quarter of 2024 and is our only active restructuring program as of March 31, 2026. We expect this program to continue

throughout 2026. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly report.

Other operating expense (income), net

The net change of $28.1 compared to the three months ended March 31, 2025 was driven by the net impact of realized and

unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated

in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net included in Part I, Item 1 of this

quarterly report.

Interest expense, net

The decrease of 8% compared to the three months ended March 31, 2025 was primarily driven by lower interest rates on our

outstanding variable-rate debt and reduced total debt outstanding.

Table of Contents

CLARIVATE PLC

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

Provision (benefit) for income taxes

The income tax provision of $11.4 and $18.8 for the three months ended March 31, 2026 and 2025, respectively, was

primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The current quarter effective tax

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

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

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three months ended

March 31, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss) margin for

the same periods:


	Three Months Ended March 31,
	2026	2025
Net income (loss)	$(40.2)	$(103.9)
Provision (benefit) for income taxes	11.4	18.8
Depreciation and amortization	184.0	185.4
Interest expense, net	59.0	64.3
Share-based compensation expense	14.6	11.1
Restructuring costs	12.0	24.7
Transaction related costs	8.2	6.3
Other(1)	(7.8)	26.5
Adjusted EBITDA	$241.2	$233.2

Net income (loss) margin	(6.9) %	(17.5) %
Adjusted EBITDA margin	41.2 %	39.3 %

(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing

operating performance.

Liquidity and Capital Resources

We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of

March 31, 2026, we had $242.2 of cash on hand and $768.7 of available borrowing capacity under our revolving credit

facility.

Cash Flows

We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model

provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our

customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period.

Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital

management also contribute to our ability to generate solid operating cash flows.

The following table presents our consolidated cash flows by activity:


	Three Months Ended March 31,		Change
	2026	2025	$	%
Net cash provided by operating activities	$134.7	$171.2	$(36.5)	(21) %
Net cash used for investing activities	$(55.8)	$(60.9)	$5.1	(8) %
Net cash used for financing activities	$(162.3)	$(56.6)	$(105.7)	187 %

Net cash provided by operating activities decreased, as seasonal working capital outflows due to timing more than offset

improved operating results and non-cash reconciliation adjustments.

Net cash used for investing activities decreased modestly due to lower capital spending.

Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases in the current year,

partially offset by higher share repurchase activity in the prior year.

Table of Contents

CLARIVATE PLC

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

Free cash flow (non-GAAP measure)

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


	Three Months Ended March 31,		Change
	2026	2025	$	%
Net cash provided by operating activities	$134.7	$171.2	$(36.5)	(21) %
Capital expenditures	(55.8)	(60.9)	5.1	(8) %
Free cash flow	$78.9	$110.3	$(31.4)	(28) %

Free cash flow decreased primarily due to the change in net cash provided by operating activities described above. Our

capital expenditures in both periods presented consisted primarily of capitalized labor associated with product and content

development.

Borrowings

As of March 31, 2026, we had $4,299.2 of outstanding borrowings under our notes and credit facilities. We incurred $59.0

and $64.3 of interest expense associated with our debt obligations during the three months ended March 31, 2026 and 2025,

respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar

obligations in the ordinary course of business.

During March 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior Notes due 2029 for $38.5

in cash and retired the associated debt with an aggregate carrying value of $42.6. These transactions were accounted for as

debt extinguishments, resulting in a net gain of $3.8 recorded within Interest expense, net for the three months ended March

31, 2026.

For further discussion related to our outstanding borrowings and associated hedging activities, see Note 5 - Debt and Note 4 -

Derivative Instruments included in Part I, Item 1 of this quarterly report.

Commitments and Contingencies

In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related

to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily

for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our

Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.

As of March 31, 2026, we had $257.4 of availability remaining under our share repurchase program. The share repurchase

authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set

dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the

share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time

through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by

our shareholder authorization, approved by the Board or a designated committee thereof, and subject to availability of

ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at

management’s discretion.

From time to time, we may seek to refinance, redeem, repurchase, or retire our outstanding debt in open market purchases,

privately negotiated transactions, tender offers, or otherwise. Such refinancings, redemptions, repurchases, or retirements, if

any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and

have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate

insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from

litigation matters. For additional information about our legal proceedings and claims, see Note 12 - Commitments and

Contingencies included in Part I, Item 1 of this quarterly report.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements,

fund our working capital requirements, make capital expenditures (including product and content development), and expand

our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand,

borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital

expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements

will depend on many factors, including the potential sale of our LS&H business, the number of future acquisitions, and the

timing and extent of spending to support product development efforts. We could be required, or could elect, to seek additional

Table of Contents

CLARIVATE PLC

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

funding through public or private equity or debt financings; however, additional funds may not be available on terms

acceptable to us.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from those reported under Part II, Item

7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies

and Estimates in our annual report on Form 10-K for the year ended December 31, 2025.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant

Accounting Policies included in Part I, Item 1 of this quarterly report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our

cash flows or the fair value of our holdings of financial instruments. Market risks as of March 31, 2026 have not materially

changed from those discussed under Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our

annual report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and

with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer

(“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act as of the end of the period covered by this report. In designing and evaluating our disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of

disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to

apply judgment in evaluating the benefits of our controls and procedures relative to their costs.

Based on that evaluation, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures

were effective at the reasonable assurance level to ensure that the information required to be disclosed in the reports required

to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the

time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including

our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that

materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information related to legal proceedings, see Note 12 - Commitments and Contingencies included in Part I, Item 1 of this

quarterly report.

Item 1A. Risk Factors.

There have been no material changes to the risk factors associated with our business from those reported under Part I, Item

1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2025.

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

Issuer Purchases of Equity Securities

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

shares purchased as part of publicly announced programs, and the approximate dollar value of shares (in millions) that may

yet be purchased under the programs during the three months ended March 31, 2026.


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs(1)
January 1, 2026 - January 31, 2026	–	$–	–	$275.5
February 1, 2026 - February 28, 2026	–	$–	–	$275.5
March 1, 2026 - March 31, 2026	7,000,000	$2.59	7,000,000	$257.4
Total	7,000,000		7,000,000

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

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

authority allows us to conduct open-market purchases, as approved by our Board of Directors, of up to 100 million of our ordinary shares from time to

time through May 6, 2030, at a purchase price of no less than $1 per share and no more than $35 per share.

Item 5. Other Information.

During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the

Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement

(as such terms are defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits.

EXHIBIT INDEX


Exhibit Number		Description
10.1*+		2026 Clarivate Annual Incentive Plan
10.2*+		Offer Letter, dated July 24, 2025, by and between Clarivate Plc and Maroun S. Mourad
10.3+		Amended and Restated Executive Severance Plan of Clarivate Plc (incorporated by reference to Exhibit 10.1 to Clarivate’s Form 8-K filed March 26, 2026)
31*		Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		The following information from Clarivate’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited).
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith.

+ Compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on April 29, 2026.


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

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Date	Price Target	Rating	Analyst
1/8/2026	$3.60	Buy → Neutral	Goldman
12/17/2025	$3.00	Equal-Weight → Underweight	Morgan Stanley
9/3/2025		Peer Perform	Wolfe Research
7/18/2025	$4.50	Buy → Hold	Jefferies
11/6/2024		Outperform → Mkt Perform	William Blair
12/15/2023	$8.00	Equal Weight → Underweight	Wells Fargo
10/16/2023	$10.00 → $8.50	Hold → Buy	Jefferies
9/8/2023	$8.00 → $7.00	Equal Weight → Underweight	Barclays

SEC Form 10-Q filed by Clarivate Plc

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