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What changed in CLARIVATE PLC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CLARIVATE PLC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+280 added−281 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-19)

Top changes in CLARIVATE PLC's 2025 10-K

280 paragraphs added · 281 removed · 218 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur solutions advance the mission of thousands of institutions and millions of users around the world: • 99% of the top 400 universities use our solutions to accelerate research and education • More than 26 thousand academic libraries benefit from our content and solutions • 60+ years of service to government institutions • 75% of national and regional research assessments are powered by our data 6 Table of Contents Within the A&G segment, we offer solutions in the following areas: • Scientific and academic research.
Biggest changeAcademia & Government Our A&G segment connects trusted content, responsible technology, and editorial expertise to fuel academic success and advance national outcomes for thousands of institutions and millions of users around the world: • 99% of the top 400 universities use our solutions to accelerate research and education • More than 26,000 academic libraries benefit from our content and solutions • 60+ years of service to government institutions • 75% of national and regional research assessments are powered by our data Building on this foundation, Clarivate Academic AI provides a centralized, secure infrastructure that powers our suite of AI- enabled research and learning assistants integrated across our portfolio of solutions.
Intellectual Property Our IP segment provides intellectual property data, software, and expertise to help companies drive innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect critical IP assets.
Intellectual Property Our IP segment provides intellectual property data, software, and expertise to help companies drive innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect critical intellectual property assets.
We host seven unique and active Colleague Resource Groups designed for ongoing promotion of inclusiveness, social responsibility, and belonging. Attraction, Development, and Retention We have a dedicated talent acquisition team whose priority is to attract the best, most suitable candidates using such channels as proactive sourcing, connecting through universities, ad campaigns, and referrals.
We host seven unique and active colleague resource groups designed for ongoing promotion of social responsibility and belonging. Attraction, Development, and Retention We have a dedicated talent acquisition team whose priority is to attract the best, most suitable candidates using such channels as proactive sourcing, connecting through universities, ad campaigns, and referrals.
We provide solutions to our customers primarily through subscription arrangements and re-occurring contracts, which provide us with stable revenue and predictable cash flows. We also provide transactional offerings that are typically quoted on a product, data set, or project basis. • Subscription-based revenues.
We provide solutions to our customers primarily through subscription arrangements and re-occurring contracts, which provide us with stable revenues and predictable cash flows. We also provide transactional offerings that are typically quoted on a product, data set, or project basis. • Subscription-based revenues.
We approach our internal mobility process with the goal of making it easier for our colleagues to grow their career internally rather than seeking an opportunity with another employer. Our learning and development philosophy is about bringing our values, diverse culture, and opportunities to life.
We approach our internal mobility process with the goal of making it easier for our colleagues to grow their career internally rather than seeking an opportunity with another employer. Our learning and development philosophy is about bringing our values, culture, and opportunities to life.
Our Cortellis suite of products equip our customers with the intelligence needed to make decisions spanning the entire drug development lifecycle, including decisions related to assessing the market, analyzing competitors, regulatory compliance, and drug safety. • Commercial.
Our Cortellis suite of products equip our customers with the intelligence needed to make decisions spanning the entire drug development lifecycle, including decisions related to assessing the market, analyzing competitors, regulatory compliance, and drug safety.
We empower customers to meet their unique goals with industry-leading data and human expertise trusted by the world’s most innovative companies: • More than 40 patent offices use the Derwent World Patent Index for their prior art examination • Nine out of 10 of the most valuable brands trust us with their trademark needs • More than 1,600 corporations and law firms use our IP management software • We employ more than 2,000 IP service professionals, the largest pool of IP experts in the industry Within the IP segment, we offer solutions in the following areas: • IP management software .
We empower customers to meet their unique goals with industry-leading data and human expertise trusted by the world’s most innovative companies: • More than 40 patent offices use the Derwent World Patent Index for their prior art examination • Nine out of 10 of the most valuable brands trust us with their trademark needs • More than 1,600 corporations and law firms use our intellectual property management software • We employ more than 2,000 IP service professionals, the largest pool of intellectual property experts in the industry Within the IP segment, we offer solutions in the following areas: • Patent services.
We encourage colleagues to take advantage of the more than 5,000 self-paced eLearning resources available on our Learning Management System platform as well as the many live and virtual training sessions we offer regularly throughout the year. We align our training offerings to our competency model, building a foundation for career development and advancement.
We encourage colleagues to take advantage of the more than 30,000 self-paced eLearning resources available on our Learning Management System platform as well as the many live and virtual training sessions we offer regularly throughout the year. We align our training offerings to our competency model, building a foundation for career development and advancement.
Our IP management software elevates operational performance and simplifies the process of managing valuable patent and brand asset portfolios. Our IPfolio management platform allows companies to efficiently and effectively secure, manage, and protect their IP assets through advanced workflow automation technology, superior data and analytics, and unparalleled industry expertise and support.
Our IP management software elevates operational performance and simplifies the process of managing valuable patent and brand asset portfolios. Our IPfolio management platform allows companies to efficiently and effectively secure, manage, and protect their intellectual property assets through advanced workflow automation technology, superior data and analytics, and unparalleled industry expertise and support.
As a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our IP and confidential information. Our People At Clarivate, we have prioritized enhancing our colleague experience and creating a work environment that attracts and retains top talent from around the world.
As a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our intellectual property and confidential information. Our People At Clarivate, we have prioritized enhancing our colleague experience and creating a work environment that attracts and retains top talent from around the world.
The following charts illustrate our employees by segment and by geography: Colleague Engagement and Inclusion Treating one another with fairness, dignity, and respect are fundamental to our purpose and mission. We believe that people coming together from different cultures and backgrounds, with different life experiences, is essential to sparking new ideas and accelerating our progress.
The following charts present our employees by segment and by geography: Colleague Engagement Treating one another with fairness, dignity, and respect are fundamental to our purpose and mission. We believe that people coming together from different cultures and backgrounds, with different life experiences, is essential to sparking new ideas and accelerating our progress.
We know that colleagues who feel engaged and included will be the most proactive and productive. Our goal is to weave these principles into the fabric of our culture to become a recognized global employer of choice. Some of our corporate initiatives include increasing colleague resource group activities and participation and supporting our communities.
We know that colleagues who feel engaged will be the most proactive and productive. Our goal is to weave these principles into the fabric of our culture to become a recognized global employer of choice. Some of our corporate initiatives include promoting colleague resource group activities and participation and supporting our communities.
We consider our trademarks, service marks, data assets, software, and other IP to be proprietary, and we rely on a combination of statutory (e.g., copyright, trademark, trade secret, and patent), contractual, and technical safeguards to protect our IP rights.
We consider our trademarks, service marks, data assets, software, and other intellectual property to be proprietary, and we rely on a combination of statutory (e.g., copyright, trademark, trade secret, and patent), contractual , and technical safeguards to protect our intellectual property rights.
We believe that the IP we own and license is sufficient to permit us to carry on our business as presently conducted. Our agreements with our customers and business partners place certain restrictions on the use of our IP.
We believe that the intellectual property we own and license is sufficient to permit us to carry on our business as presently conducted. Our agreements with our customers and business partners place certain restrictions on the use of our intellectual property.
We provide a variety of colleague-oriented programs and benefits to attract, retain, and develop a productive and engaged workforce. 8 Table of Contents As of December 31, 2024, we had more than 12,000 employees located in over 40 countries around the world.
We provide a variety of colleague-oriented programs and benefits to attract, retain, and develop a productive and engaged workforce. 10 Table of Contents As of December 31, 2025 , we had more than 12,000 employees located in over 40 countries around the world.
Transactional revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. 5 Table of Contents The following charts illustrate our revenues from customers for the year ended December 31, 2024, by segment, type, and geography: We are not dependent on any single customer or group of customers, and no significant portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.
Transactional revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. 7 Table of Contents The following charts present our revenues for the year ended December 31, 2025 , by segment, type, and geography: We are not dependent on any single customer or group of customers, and no significant portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.
We also provide 40 hours of paid volunteer time off to each of our colleagues in support of the United Nations Sustainable Development Goals. Available Information Our internet address is clarivate.com and our investor relations website is ir.clarivate.com .
We also provide paid volunteer time off to each of our colleagues in support of the United Nations Sustainable Development Goals. 11 Table of Contents Available Information Our internet address is clarivate.com and our investor relations website is ir.clarivate.com .
Our Business Segments We have organized our business into the following three segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”), based on the different products and services we offer and the markets we serve.
As part of our efforts, in 2024 we divested our ScholarOne and Valipat businesses. Our Business Segments We have organized our business into the following three segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”), based on the different products and services we offer and the markets we serve.
In addition, we are licensed to use certain third-party software and we obtain significant content and data through third-party licensing arrangements with content providers.
We also own certain proprietary software, including AI-powered products and services. In addition, we are licensed to use certain third- party software and we obtain significant content and data through third-party licensing arrangements with content providers.
We have more than 3,000 life sciences clients around the world, including many of the top pharmaceutical, medical device, and biotech companies. 7 Table of Contents Within the LS&H segment, we offer solutions in the following areas: • Research and development.
We work with more than 3,000 customers worldwide across the life sciences and healthcare value chain, including many of the top pharmaceutical, medical device, and biotech companies. 9 Table of Contents Within the LS&H segment, we offer solutions in the following areas: • Research and development.
We have invested in a robust health and well-being strategy to encourage healthier and happier colleagues. Our global Employee Assistance Program provides confidential emotional support, legal guidance, financial resources, and online support.
We believe these steady results reflect our ongoing commitment to actively address colleague feedback to strengthen our workforce and improve our workplace. We have invested in a robust health and well-being strategy to encourage healthier and happier colleagues. Our global Employee Assistance Program provides confidential emotional support, legal guidance, financial resources, and online support.
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. • Re-occurring revenues. Derived from our patent and trademark maintenance services provided to our customers that are renewed regularly.
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 contract term. • Re-occurring revenues. Derived from our patent and trademark renewal services. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions around the world.
Over the last two years, we have rolled out targeted leadership programming relevant to increasing levels of responsibility for the organization. We conduct a colleague engagement survey twice a year to gauge overall colleague satisfaction and gather feedback on what colleagues feel is going well and what areas need improvement.
We provide targeted leadership programming relevant to increasing levels of responsibility for the organization. We conduct a colleague engagement survey twice a year to assess overall satisfaction and gather feedback on what colleagues feel is working well and where there are opportunities for improvement.
Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us to manage the renewal process on their behalf. • Transactional revenues. Earned for specific deliverables that are typically quoted on a product, data set, or project basis.
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. • Transactional revenues. Earned for specific deliverables that are typically quoted on a product, data set, or project basis.
In addition, our well-being platform offers a personalized experience to help colleagues build healthy habits, such as reducing stress, eating healthier, tracking sleep, and exercising regularly with personal and team challenge incentives. 9 Table of Contents We strive to offer equitable pay and competitive salaries and wages, and we offer a comprehensive benefits and rewards package, including healthcare, insurance benefits, retirement savings plans, and more.
In addition, our well-being platform offers a personalized experience to help colleagues build healthy habits, such as reducing stress, eating healthier, tracking sleep, and exercising regularly with personal and team challenge incentives.
Life Sciences & Healthcare Our LS&H segment empowers life sciences and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially successful treatments and solutions to patients faster.
Our FoundationIP solution provides similar benefits to law firms seeking to provide renewal and validation of intellectual property rights on behalf of their customers. Life Sciences & Healthcare Our LS&H segment empowers life sciences and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially successful treatments and solutions to patients faster.
Our FoundationIP solution provides similar benefits to law firms seeking to provide renewal and validation of IP rights on behalf of their customers. • Patent services. We provide patent maintenance and administrative services that deliver expertise and flexibility at scale to increase operational efficiency, decrease operational risks, and reduce the pressure on administrative support. • Patent intelligence.
We provide patent maintenance and administrative services that deliver expertise and flexibility at scale to increase operational efficiency, decrease operational risks, and reduce the pressure on administrative support. • Patent intelligence. Our patent intelligence offerings assist customers in creating, protecting, and commercializing innovation.
We help academic, government, and public and specialty libraries, as well as library consortia, modernize in support of the unique communities they serve. For academic libraries, our Alma solution provides a proven, flexible, and unified library services platform for libraries to effectively manage their resources and unique materials. For public libraries, our Polaris and Vega offerings provide similar benefits.
For academic libraries, Alma provides a proven, flexible, and unified library services platform to manage resources and unique materials. Vega and Polaris provide similar benefits for public libraries.
Our products and services provide our clients with access to comprehensive, diverse data and advanced analytics designed to support successful product launches and maximize market uptake. • Medtech. We provide clients with insights to boost portfolio value and growth, accelerate path to market, maximize commercial success, and, ultimately, improve patient outcomes.
We provide clients with insights to boost portfolio value and growth, accelerate path to market, maximize commercial success, and improve patient outcomes.
Intellectual Property We own and generate a significant amount of intellectual property, including registered trademarks, trademark applications, domain names, patents (both granted and pending), copyrights, and expertly curated, interconnected data assets. We also own certain proprietary software, including AI-powered products and services.
We have incorporated generative AI governance into our contract terms and conditions, helping to ensure appropriate usage for customers and vendors. Our Intellectual Property We own and generate a significant amount of intellectual property, including registered trademarks, trademark applications, domain names, patents (both granted and pending), copyrights, and expertly curated, interconnected data assets.
Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts. • Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs. • Expert services.
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 complemented by our enriched data sets and expert analysis tailored to meet specific needs. • Tech-enabled services.
In all of our endeavors, we aim to provide a best-in-class experience for our customers and deliver exceptional outcomes for our colleagues, communities, and shareholders. To catalyze our progress and future success, we have developed and adopted a new value-creation plan with the following four initiatives: • Business model optimization.
In all of our endeavors, we aim to provide a best-in-class experience for our customers and deliver exceptional outcomes for our colleagues, communities, and shareholders. To drive focus, growth, and innovation, we plan to continue executing our V alue Creation Plan with the following key focus areas in 2026: • Accelerate AI innovation at scale.
We are committed to listening, learning, and acting upon the feedback we receive through the survey to make Clarivate an even better place for our colleagues to work and achieve success.
We are committed to listening, learning, and acting on the feedback we receive to make Clarivate an even better place for colleagues to work and succeed. Our latest 2025 survey reflected continued engagement and stability, consistent with the past two years, with colleagues providing more than 20,000 comments sharing their experiences and perspectives.
We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government, Intellectual Property, and Life Sciences & Healthcare end markets. • Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience. • Insights & analytics.
From research and learning to commercialization, we offer intelligence solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government, Intellectual Property, and Life Sciences & Healthcare end markets. • Intelligence solutions.
Our name, Clarivate, is derived from three powerful words: clarity, activate, and innovate. We connect people and organizations to the intelligence they can trust to transform their perspective, their work, and our world. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets.
We 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.
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Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity.
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We are home to industry specialists, consultants, and data scientists with deep subject- matter expertise and global experience. Our highly curated, proprietary suite of branded information and insights solutions – developed through our sourcing, aggregation, verification, translation, classification, and standardization processes – combined with AI and other advanced technologies, positions us to deliver amplified intelligence in the age of AI.
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We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience. Our solutions help our large, diverse, global customer base solve some of the world’s most complex challenges across the spectrum of research, knowledge, and innovation.
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We have developed and continue to develop AI research assistants and agents to enhance customer adoption and retention, unlock new revenue streams, and extend platform reach.
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More than 45,000 universities, non-profits, funding organizations, libraries, corporations, law firms, government organizations, and independent researchers trust us to provide them with the right information at the right time to discover, protect, and commercialize new ideas.
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Our AI research assistants enable customers to find, synthesize, and validate trusted insights more efficiently through query-specific, source-backed outputs, while our AI agents automate complex workflows, such as literature reviews, by executing and validating multi-step tasks across our proprietary solutions.
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Our highly curated, proprietary suite of branded information and insights solutions, created through our sourcing, aggregation, verification, translation, classification, and standardization process, has resulted in our solutions providing a trusted foundation and quality user experience for our customers as indicated by our strong, consistent, annual customer renewal rates in excess of 90 percent.
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We serve more than 45,000 customers worldwide, including academic institutions and libraries, research organizations, corporations, law firms, government entities, and companies across the pharmaceutical, biotechnology, and medical device industries, providing a trusted foundation and quality user experience resulting in our strong and consistent annual customer renewal rates exceeding 90 percent.
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We are focusing our efforts on driving core subscription and re-occurring revenue streams, including converting transactional sales to subscriptions, which will help us improve predictability and profitability, making us more resilient against market headwinds. • Improved sales execution.
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Continue the deployment of generative and agentic AI, build on existing momentum to release new AI-native solutions in existing and adjacent markets, and extend AI-powered capabilities across our flagship product portfolio. • Strengthen commercial execution.
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We expect to drive sales execution and strengthen the go-to-market motion by improving our sales territory alignment, better emphasizing customer engagement and retention, and focusing our sales representatives on a smaller number of products and services. • Accelerated innovation.
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Accelerate organic annualized contract value (“ACV”) and recurring revenue growth through focused sales execution, deepen customer engagement to drive sustainable account growth, and enhance sales productivity through AI-powered insights and enablement. • Drive efficiency and margin expansion.
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We intend to accelerate innovation by investing in proprietary assets and AI-powered solutions, as well as driving development velocity through customer collaboration that will align our offerings with their needs. • Solutions rationalization. We continue to evaluate our products and services to identify opportunities to streamline our portfolio, increase execution focus, and optimize capital allocation.
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Utilize agentic AI to drive operational efficiency and margin expansion and continue organization-wide AI adoption to drive operational excellence and cost efficiencies. • Streamline business model and market focus. Complete product group wind-downs started in 2025 within the A&G and LS&H segments, further transitioning from transactional sales to subscriptions.
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As part of our efforts, this year, we have divested our ScholarOne and Valipat businesses, and we continue to evaluate other possibilities to simplify our business.
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By combining large language model (“LLM”) technology with our trusted collection of curated, scholarly content, the platform provides retrieval-augmented generation, multilingual support, and emerging purpose-built agentic AI, enabling users to achieve more with greater efficiency and precision while ensuring academic values remain central. Within the A&G segment, we offer solutions in the following areas: • Scientific and academic research.
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Academia & Government Our A&G segment connects trusted content, responsible technology, and editorial expertise to fuel academic success and advance national outcomes.
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We connect trusted, expertly curated data, solutions, and expertise to support research institutions across the full research lifecycle. Universities, funders, and organizations rely on our Web of Science product family to uncover, evaluate, and make evidence-based decisions using our citation network that underpins the research ecosystem.
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We connect data, solutions, and expertise so that research institutions can thrive.
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Building on this foundation, our Academic AI capabilities are designed to 8 Table of Contents simplify complex research tasks without compromising academic integrity, enabling users to work more efficiently while remaining grounded in trusted sources.
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Universities, funders, and organizations rely on our Web of Science collections and research tools (including our InCites Benchmarking & Analytics ) throughout the research lifecycle to uncover new connections between ideas and detect emerging fields by searching journal, conference, and book content across more than 250 research areas, all seamlessly connected via citations. • Information solutions.
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Web of Science Research Intelligence , an AI-native solution, accelerates insight generation and supports institutions in measuring and demonstrating impact, informing strategy, and strengthening funding and investment decisions. • Content solutions. Our ProQuest solutions provide access to multidisciplinary curated content across a variety of formats including databases, dissertations, news, primary sources, books, and video.
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Our ProQuest One solutions provide access to multidisciplinary curated content across a variety of formats including data bases, dissertations, news, primary sources, books, and video. Our solutions help libraries support the research and learning objectives of their students, researchers, and faculty. • Library software . We are revolutionizing library technology through connection, collaboration, and innovation.
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This wealth of trusted, curated content, integrated into scholarly workflows, provides a strong foundation for Academic AI, supporting research excellence and student success while maintaining academic standards. • Library software. We help libraries advance their mission to support research and learning excellence and serve as stewards of institutional knowledge.
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Our patent intelligence offerings assist customers in creating, protecting, and commercializing innovation. Our Derwent Innovation patent search software helps patent professionals make faster, more confident patentability, freedom-to-operate, and validity decisions. • Brand IP solutions. Our innovative brand IP solutions cover the entire brand lifecycle, including CompuMark trademark search solutions as well as trademark watch and other managed services.
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We provide library software and services that help users of academic, government, public, and specialty libraries discover, evaluate, and use trusted information effectively in accordance with academic standards. Academic AI capabilities are embedded across core operations to help libraries improve productivity and support institutional goals.
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Our overall colleague satisfaction score increased from 74 (out of 100) in 2022 to 75 in 2023 and 2024, with a participation rate of approximately 85 percent, well above the benchmark, receiving more than 13,500 comments. We believe that the steady scores reflect our continuing commitment to actively address survey responses to strengthen our workforce and improve our workplace.
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With the addition of AI-powered search in Derwent Innovation , leveraging our Derwent World Patents Index , users can apply advanced language models to identify related concepts in patent publications and navigate new or unfamiliar technology categories with greater speed and precision – transforming patent research from uncertain guesswork into strategic competitive intelligence. • Brand IP solutions.
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Our innovative brand IP solutions cover the entire brand lifecycle, featuring CompuMark trademark search and watch solutions, a suite of other managed services like IP Recordals , and RiskMark – an AI- powered tool that sets a new standard for evaluating trademark risk and argument drafting support. • IP management software .
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Within Cortellis, our AI-powered Regulatory Intelligence platform is designed to help regulatory professionals navigate complex and evolving global requirements with greater ease, speed, and confidence. • Commercial.
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Our products and services provide our clients with access to comprehensive, diverse data and advanced analytics, including insights on global disease landscape and patient journeys, to inform access strategies, support successful product launches, and maximize market uptake. • Medtech.
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Our AI Governance Framework We have developed general AI principles that serve as a benchmark for responsible AI development and deployment across Clarivate and guide our business as we incorporate generative AI into product offerings, seeking to enhance value and innovation.
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We strive to offer equitable pay and competitive salaries and wages, and we offer a comprehensive benefits and rewards package, including healthcare, insurance benefits, retirement savings plans, and more.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough we have implemented policies and procedures that are designed to ensure compliance with applicable privacy and data security laws, rules and regulations, the efficacy and longevity of these policies and procedures remains uncertain, and if our privacy or data security measures fail to comply with applicable current or future laws and regulations, including, without limitation, the EU ePrivacy Regulation, GDPR, UK GDPR and CCPA as well as those of other countries such as India’s Digital Personal Data Protection Act 2023 and China’s Cybersecurity, Data Security and Personal Information Protection laws, we will likely be required to modify our data collection or processing practices and policies in an effort to comply with such laws and regulations, and we could be subject to increased costs, fines, litigation, regulatory investigations, and enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business.
Biggest changeIf our data privacy and cybersecurity measures fail to comply with any of the foregoing requirements, we will likely be required to modify our data collection or processing practices and policies in an effort to comply with such requirements, and we could be subject to increased costs, fines, litigation, regulatory investigations, and enforcement notices, which may have an adverse impact on our business, financial condition, and results of operations.
Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies.
Moreover, providers that are not currently our competitors may become competitors or may be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies.
We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, acquiring new customers, implementing operational efficiency initiatives, and through acquisitions, joint ventures, investments, and dispositions.
We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, acquiring new customers, and implementing operational efficiency initiatives, and through acquisitions, joint ventures, investments, and dispositions.
We rely and expect to continue to rely on a combination of physical, operational, and managerial protections of our confidential information and intellectual property and proprietary rights, including trademark, copyright, patent, and trade secret protection laws, as well as confidentiality, assignment, and license agreements with our employees, contractors, consultants, vendors, service providers, customers, and other third parties with whom we have relationships.
We rely and expect to continue to rely on a combination of physical, operational, and managerial protections of our confidential information and intellectual property and other proprietary rights, including trademark, copyright, patent, and trade secret protection laws, as well as confidentiality, assignment, and license agreements with our employees, contractors, consultants, vendors, service providers, customers, and other third parties with whom we have relationships.
This, coupled with the fact that we cannot easily switch our computing operations and other computer systems to other service providers, means that any disruption of or interference with our use of our current third-party cloud computing service, or the services provided by our other vendors, service providers, contractors, and consultants could disrupt our operations, and our business could be adversely impacted.
This fact, coupled with the fact that we cannot easily switch our computing operations and other computer systems to other service providers, means that any disruption of or interference with our use of our current third- party cloud computing service, or the services provided by our other vendors, service providers, contractors, and consultants, could disrupt our operations, and our business could be adversely impacted.
The steps we take to protect our intellectual property and proprietary rights require significant resources and may be inadequate. Effective trade secret, copyright, trademark, patent, and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending and enforcing our rights.
The steps we take to protect our intellectual property and other proprietary rights require significant resources and may be inadequate. Effective trade secret, copyright, trademark, patent, and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending and enforcing our rights.
In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions and some of our customers may decide to independently develop certain products and services. If we fail to compete effectively, our financial condition and results of operations could be adversely affected.
In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions. Alternatively, some of our customers may decide to independently develop certain products and services. If we fail to compete effectively, our financial condition and results of operations could be adversely affected.
Strategy and Market Demand Risks We are dependent on third parties, including public sources, for data, information, and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.
Strategy and Market Risks We are dependent on third parties, including public sources, for data, information, and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.
Our indebtedness could have significant consequences on our future operations, including: • making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults; • events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses; 14 Table of Contents • sensitivity to interest rate increases on our variable rate outstanding indebtedness, which could result in increased interest under our credit facilities and could cause our debt service obligations to increase significantly; • reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; • limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy; • placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; • increasing our vulnerability to adverse economic and industry conditions; and • if we receive a downgrade of our credit ratings, our cost of borrowing could increase, negatively affecting our ability to access the capital markets on advantageous terms, or at all.
Our indebtedness could have significant consequences on our future operations, including: • making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults; • events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses; • sensitivity to interest rate increases on our variable rate outstanding indebtedness, which could result in increased interest under our credit facilities and could cause our debt service obligations to increase significantly; • reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; • limiting our flexibility in planning for or adequately reacting to changes in our business, the industries in which we operate, and the overall economy; • placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; • increasing our vulnerability to adverse economic and industry conditions; and • if we receive a downgrade of our credit ratings, our cost of borrowing could increase, negatively affecting our ability to access the capital markets on advantageous terms, or at all.
We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social, and economic conditions and unforeseeable developments in a variety of jurisdictions.
We have significant international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social, and economic conditions and unforeseeable developments in a variety of jurisdictions.
In addition, third parties that provide AI products and services, including some which are publicly available, may have trained their LLMs or other AI tools or technology on our content without our consent and it may be difficult to enforce our copyrights and other intellectual property rights in connection with such unauthorized use, which could reduce demand for our products and services.
In addition, third parties that provide AI products and services, including some which are publicly available, may have trained their LLMs or other AI tools or technology on our content without our consent and it may be difficult to enforce our copyrights, other intellectual property rights, and technical controls in connection with such unauthorized use, which could reduce demand for our products and services.
In addition, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations, and relevant tax authorities may interpret rules differently over time or differently from each other.
In addition, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are, and relevant tax authorities may interpret rules differently over time or differently from each other.
Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs.
Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected or significant costs.
In addition, despite our efforts to ensure that our employees, contractors, consultants, vendors, and service providers do not use the intellectual property and other proprietary information or know-how of third-parties in their work for us, we may be subject to claims that we or our employees, contractors, consultants, vendors, or service providers have inadvertently or otherwise used or disclosed intellectual property, including copyrighted materials, trade secrets, know-how, software, or other proprietary information of a former employer or other third parties.
In addition, despite our efforts to ensure that our employees, contractors, consultants, vendors, and service providers do not use the intellectual property and other proprietary information or know-how of third-parties in their work for us, we may be subject to claims that we or our employees, contractors, consultants, vendors, or service providers have inadvertently or otherwise used or disclosed intellectual property, including copyrighted materials, trade secrets, know-how, software, or other proprietary information of former employers or other third parties.
Our collection, storage, and use of confidential, sensitive, or personal information or data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.
Our collection, storage, and use of confidential, sensitive, or personal information or data are subject to applicable data privacy and cybersecurity laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.
If such third parties are successful, we could be subject to liability, be required to make our proprietary software source code available under an open source license, purchase a license (which, if available, could be costly), or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement.
If such third parties are successful, we could be subject to liability, be required to make our proprietary software source code available under an open source license, purchase a license (which, if available, could be costly), or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement, misappropriation, or other violation.
While our terms and policies require users to respect the intellectual property rights of others, we have limited ability to influence the behavior of third parties, and there can be no assurance that these terms and policies will be sufficient to dissuade or prevent infringing activity by third parties using our products or services.
While our terms and policies require users to respect the intellectual property rights of others, we have limited ability to influence the behavior of third parties, and there can be no assurance that these terms and policies will be sufficient to dissuade or prevent infringing, misappropriating, or other violating activity by third parties using our products or services.
Our results of operations could be adversely affected if our customers choose to use these public sources as a substitute for our products or services. We operate in a highly competitive industry, and we may be adversely affected by competition and other changes in our markets.
Our results of operations could be adversely affected if our customers choose to use these public sources as a substitute for our products or services. 12 Table of Contents We operate in a highly competitive industry, and we may be adversely affected by competition and other changes in our markets.
These policies and procedures are designed to increase the likelihood that we are prepared to continue operations during times of unexpected disruption, and we have taken steps to minimize risks that could lead to disruptions in our operations and to avoid our customers being harmed in the event of a significant disruption in our operations.
These policies and procedures are designed to increase the likelihood that we are prepared to continue operations during times of unexpected disruption, and we have taken steps to minimize risks that could lead to disruptions in our operations and to avoid harm to our customers in the event of a significant disruption to our operations.
The loss of the services of key personnel, leadership transition, or an inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results. 12 Table of Contents Our business continuity plans may not be effective against events that may adversely impact our business.
The loss of the services of key personnel, leadership transition, or an inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results. Our business continuity and recovery plans may not be effective against events that may adversely impact our business.
Foreign Corrupt Practices Act and the UK Bribery Act 2010); • possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United States, or asserting securities law claims outside of the United States; and • protecting your interests as a shareholder due to the differing rights of shareholders under Jersey law, where we are incorporated.
Foreign Corrupt Practices Act and the UK Bribery Act 2010); • possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United States, or asserting securities law claims outside the United States; and • protecting shareholder interests due to differing shareholder rights under Jersey law, where we are incorporated.
In addition, we may not qualify for the safe harbors established by laws in the United States and other countries protecting online service providers from claims related to content posted by users, or those laws could change in a manner making it difficult or impossible to qualify for such protection, increasing our exposure.
In addition, we may not 20 Table of Contents qualify for the safe harbors established by laws in the United States and other countries protecting online service providers from claims related to content posted by users, or those laws could change in a manner making it difficult or impossible to qualify for such protection, increasing our exposure.
Although we may have contractual protections with our third-party vendors, service providers, contractors, and consultants, any actual or perceived security breach, incident, or disruption could harm our reputation and brand, expose us to potential liability, or require us to expend significant resources on cybersecurity in responding to any such actual or perceived compromise, breach, incident, or disruption and negatively impact our business.
Although we may have contractual protections with our third-party providers, any actual or perceived security breach, incident, or disruption could harm our reputation and brand, expose us to potential liability, or require us to expend significant resources on cybersecurity in responding to any such actual or perceived compromise, breach, incident, or disruption and negatively impact our business.
Our international operations are subject to the following risks, among others: • changes in regulatory requirements or other U.S. executive branch actions, such as Executive Orders; • changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries; • political instability; 13 Table of Contents • international hostilities (including the ongoing war between Russia and Ukraine and related sanctions, the ongoing conflicts in the Middle East, tensions between Serbia and Kosovo, and related negative economic impacts), military actions, terrorist or cyber-terrorist activities, weather conditions (including climate change), natural disasters, pandemics, and infrastructure disruptions; • China’s domestic policy and increased preference for nationalized content; • differing economic cycles and adverse economic conditions; • unexpected changes in regulatory environments and government interference in the economy and the possibility that the U.S. could default on its debt obligations; • continued inflationary and interest rate pressures; • differing labor regulations in locations where we have a significant number of employees; • foreign exchange controls and restrictions on repatriation of funds; • fluctuations in currency exchange rates; • insufficient protection against product piracy and differing protections for IP rights; • varying regulatory and legislative frameworks regarding the use and implementation of AI; • varying attitudes towards censorship and the treatment of information service providers by foreign governments, particularly in emerging markets; • various trade restrictions (including tariffs, trade and economic sanctions, and export controls prohibiting or restricting transactions involving certain persons and certain designated countries or territories) and anti-corruption laws (including the U.S.
Our international operations are subject to the following risks, among others: • changes in regulatory requirements or other U.S. executive branch actions, such as executive orders; • changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries; • political instability; • international hostilities (including the ongoing war between Russia and Ukraine and related sanctions, the ongoing conflicts in the Middle East, tensions between Serbia and Kosovo, geopolitical tensions in Latin America, and related negative economic impacts), military actions, terrorist or cyberterrorist activities, weather conditions (including climate change), natural disasters, pandemics, and infrastructure disruptions; • China’s domestic policy, increasing cybersecurity requirements, and increased preference for nationalized content; • differing economic cycles and adverse economic conditions; • unexpected changes in regulatory environments and government interference in the economy and the possibility that the U.S. could default on its debt obligations; • inflationary and interest rate pressures; • differing labor regulations in locations where we have a significant number of employees; • foreign exchange controls and restrictions on repatriation of funds; • fluctuations in currency exchange rates; • insufficient protection against product piracy and differing protections for intellectual property and other proprietary rights; • varying regulatory and legislative frameworks regarding the use and implementation of AI; • varying attitudes towards censorship, privacy, and the treatment of information service providers by foreign governments, particularly in emerging markets; • various trade restrictions (including tariffs, trade and economic sanctions, and export controls prohibiting or restricting transactions involving certain persons and certain designated countries or territories) and anti-corruption laws (including the U.S.
A number of other states have enacted, or are in the process of enacting or considering, similar comprehensive state-level privacy, data protection, and cybersecurity laws, rules, and regulations, creating the potential for a patchwork of overlapping but different state laws.
A number of other states have enacted, or are in the process of enacting or considering, similar comprehensive state-level data privacy and cybersecurity laws, rules, and regulations, creating a patchwork of overlapping but different state laws.
For example, in the U.S., there are numerous federal, state, and local privacy, data protection, and cybersecurity laws, rules, and regulations governing the collection, storage, transmission, use, and other processing of personal data and Congress has considered, and continues to consider, many proposals for additional comprehensive national data privacy and cybersecurity legislation.
For example, in the U.S., there are numerous federal, state, and local data privacy, and cybersecurity laws, rules, and regulations governing the collection, storage, use, transmission, and other processing of personal information and Congress has considered, and continues to consider, various proposals for additional comprehensive national data privacy and cybersecurity legislation.
Any of the foregoing risks may be exacerbated by our use of AI, or that of our competitors or third-party service providers.
Any of the foregoing risks may be exacerbated by the use of AI by us or by our competitors or third-party service providers.
We expend significant resources to develop and secure our computer systems, IP, and proprietary, confidential, or sensitive data, but they may be subject to damage or interruption from weather conditions (including climate change), natural disasters, infrastructure or network failures (including failures at third-party data centers, by third-party cloud-computing providers, or of aging technology assets), terrorist attacks, power loss, internet and telecommunications failures, the loss or failure of systems over which we have no control, and cybersecurity risks such as cyberattacks, ransomware attacks, social engineering (including phishing attacks), computer viruses, denial of service attacks, physical or electronic break-ins, and similar disruptions from foreign governments, state-sponsored entities, hackers, organized cybercriminals, cyber terrorists, and individual threat actors (including malicious insiders), any of which may see their effectiveness further enhanced in the future by the use of AI.
We expend significant resources designed to develop and secure our computer systems, intellectual property, and information, including confidential, sensitive, and personal information, but they may be subject to damage or interruption from weather conditions (including climate change), natural disasters, infrastructure or network failures (including failures at third-party data centers, by third-party cloud-computing providers, or of aging technology assets), terrorist attacks, armed conflicts, power loss, internet and telecommunications failures, the loss or failure of systems over which we have no control, and cybersecurity risks such as cyberattacks, ransomware attacks, social engineering (including phishing attacks), computer viruses, denial of service attacks, physical or electronic break-ins, and similar disruptions from foreign governments, state-sponsored entities, hackers, organized cybercriminals, cyber terrorists, and individual threat actors (including malicious insiders), any of which may see their effectiveness further enhanced by the use of AI.
If we cannot license or develop technology for any allegedly infringing aspect of our business, we may be forced to limit our service and may be unable to compete effectively.
If we cannot license or develop technology for any allegedly infringing, misappropriating, or other violating aspect of our business, we may be forced to limit our service and may be unable to compete effectively.
Any fraudulent, malicious, or accidental breach of our computer systems or data security protections (including due to malicious insiders or inadvertent employee errors) could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee, or our own proprietary, confidential, or sensitive data or other protected information, which could result in additional costs to enhance security or to respond to such incidents, lost sales, violations of privacy or other laws, notifications to individuals, penalties, or litigation.
Any fraudulent, malicious, or accidental breach of our computer systems or cybersecurity protections (including due to malicious insiders or inadvertent employee errors) could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee, or our own information, including confidential, sensitive, and personal information, which could result in additional costs to enhance security or to respond to such incidents, lost sales, violations of data privacy, cybersecurity, or other laws or regulations, notifications to individuals, penalties, or litigation.
We have implemented certain systems and processes designed to thwart such threat actors and otherwise protect our computer systems and proprietary, confidential, or sensitive data; however, the systems and processes we have adopted may not be effective, and, similar to many other global multinational companies, we have experienced and may continue to experience cyber-threats, cyberattacks and other attempts to breach the security of our systems or gain unauthorized access to our proprietary, confidential, or sensitive data.
We have implemented systems and processes designed to thwart such threat actors and otherwise protect our computer systems and information, including confidential, sensitive, and personal information; however, the systems and processes we have adopted may not be effective, and, similar to many other global multinational companies, we have experienced and may continue to experience cyber- threats, cyberattacks and other attempts to breach the security of our systems or gain unauthorized access to our information, including confidential, sensitive, and personal information.
The GDPR and UK GDPR also provide individuals with various rights in respect of their personal data, including rights of access, erasure, portability, rectification, restriction, and objection. Failure to comply with the GDPR and the UK GDPR can result in significant fines and other liability.
The GDPR and UK GDPR also provide individual rights with respect to personal data, including rights of access, erasure, portability, rectification, restriction, and objection. Failure to comply with the GDPR and the UK GDPR can result in significant fines and other liability.
If we are not able to manage the risks related to our international operations, our business, financial condition, and results of operations may be materially affected.
If we are unable to manage the risks related to our international operations, our business, financial condition, and results of operations may be materially affected.
We have incurred goodwill impairment charges and may incur further impairment charges for our goodwill and other intangible assets, which would negatively impact our operating results. In 2024, 2023, and 2022, we recorded goodwill impairment charges that arose primarily due to worsening macroeconomic and market conditions, as well as sustained declines in our share price.
We have incurred goodwill impairment charges and may incur future impairment charges for our goodwill and other intangible assets, which would negatively impact our operating results. We have previously recorded goodwill impairment charges that arose primarily due to worsening macroeconomic and market conditions, as well as sustained declines in our share price.
Additionally, while we generally perform cybersecurity due diligence on our key vendors, service providers, contractors, and consultants, if any of these third parties fail to adopt or adhere to adequate cybersecurity practices, or in the event of a breach, incident, disruption, or other compromise of their networks, computer systems, or applications, our or our customers’ proprietary, confidential, or sensitive data, may be improperly lost, destroyed, modified, accessed, used, disclosed, or otherwise processed, which could subject us to claims, demands, proceedings, and liabilities.
Additionally, while we generally perform cybersecurity due diligence on our key vendors, service providers, contractors, and consultants, if any of these third parties fail to adopt or adhere to adequate cybersecurity practices, or in the event of a breach, incident, disruption, or other compromise of their technology infrastructure, our or our customers’ information, including confidential, sensitive, and personal information, may be improperly lost, destroyed, modified, accessed, used, disclosed, or otherwise processed, which could subject us to claims, demands, proceedings, and liabilities.
For example: • AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient; • Emerging AI applications may require additional investment in the development of proprietary datasets and machine learning models and new approaches and processes; • We may not have sufficient rights to use data or other material or content produced by generative AI in our business; • We may inadvertently expose third-party data or other material or content to AI without appropriate permission or attribution; • Our employees, contractors, vendors, or service providers may use any third-party software incorporating AI in connection with our business or the services they provide to us and inadvertently disclose or incorporate our information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately protect, our intellectual property; 16 Table of Contents • Any output we create using generative AI may not be subject to copyright protection, which may adversely affect the intellectual property rights in or ability to commercialize such content; • Third parties may be able to use AI to create technology that could reduce demand for our products; • The use of AI may result in cybersecurity incidents that implicate the personal data of users of our AI tools or technologies; • The failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services; and • Our customers may not accept or be able to pay a premium for advanced AI capabilities in certain markets where we operate.
For example: • AI tools that we use may be flawed or may be based on algorithms, datasets, or prompts that are biased or insufficient; • We or our customers may rely on the output of AI tools, whether the tools are ours or those of a third-party service provider, which may contain errors or material that is unclear, unattributed, misattributed, insufficient, biased, or false; • Emerging AI applications may require additional investment in the development of proprietary datasets, algorithms, and machine learning models and new approaches and processes; • We may not have sufficient rights to use data or other material or content produced by AI, or the models, algorithms, data, or other material or content on which our AI tools rely, in our business; • We may inadvertently expose third-party data or other material or content to AI without appropriate permission or attribution; • Our employees, contractors, vendors, or service providers may use third-party software incorporating AI in connection with our business or the services they provide to us and inadvertently disclose or incorporate our information into publicly available or other third-party training sets, which may impact our ability to realize the benefit of, or adequately protect, our intellectual property and other proprietary rights; • Any output we create using AI may not be subject to copyright protection, which may adversely affect our intellectual property rights in or our ability to commercialize such content; • Third parties may be able to use AI to create technology that could reduce demand for our products; • The use of AI may result in cybersecurity incidents that implicate the personal or other confidential data of users of our AI tools or technologies; • Third-party vendors may fail to comply with shifting regulations or contractual obligations; • The failure to properly remediate AI usage or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our products and services; and • Our customers may not accept or be able to pay a premium for advanced AI capabilities in certain markets where we operate.
Our reputation and ability to attract, retain, and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations to collect, store, use, and otherwise process public records, IP, and proprietary, confidential, and sensitive data, including personal data.
Our reputation and ability to attract, retain, and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations to collect, store, use, transmit, and otherwise process public records, intellectual property, and other information, including confidential, sensitive, and personal information.
We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and with other internet services companies and search providers.
We also compete with smaller and sometimes newer companies, some of which have a narrower focus than our company, and with other information services companies and search providers.
From time to time, we may also receive notices from third parties claiming infringement by our products and services of third-party patent and other IP rights and as the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe on such party’s IP rights.
We may also receive notices from third parties claiming infringement, misappropriation, or other violations by our products and services of third-party patent and other intellectual property rights and, as the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe on, misappropriate, or otherwise violate such party’s intellectual property rights.
Because most of the revenues we report in each quarter are the result of subscription and re-occurring agreements entered into or renewed in previous quarters, with subscription renewals historically concentrated in the first quarter, a decline in subscriptions in any one quarter may not affect our results in that quarter, but could reduce revenues in future quarters.
Because most of the revenues we report each quarter are the result of subscription and re-occurring agreements entered into or renewed in previous quarters, a decline in subscription activity in any one quarter may not affect our results that quarter, but could result in lower revenues in future quarters.
If any tax authority were to dispute a position we have taken or may take in the future and successfully proceed against us, it could adversely affect our cash flows and financial position, and the amounts we could be required to pay may be significant.
If any tax authority were to dispute a position we have taken or may take in the future and successfully proceed against us, it could adversely affect our cash flows and financial position, and the amounts we could be required to pay may be significant. We face risks associated with having operations and employees located in Israel.
Further, our use of any AI tools that use or incorporate any open source software may heighten any of the foregoing risks. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our business, financial condition, and results of operations.
Further, our use of any AI tools that use or incorporate any open source software may heighten any of the foregoing risks. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our business, financial condition, and results of operations. 21 Table of Contents Item 1B. Unresolved Staff Comments. None.
Additionally, we may be bound by contractual requirements applicable to our collection, storage, transmission, use, and other processing of proprietary, confidential, and sensitive data, including personal data, and may be bound or asserted to be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters. Item 1B. Unresolved Staff Comments. None.
Additionally, we may be bound by contractual requirements applicable to our collection, storage, use, transmission, and other processing of information, including confidential, sensitive, and personal information, and may be bound or asserted to be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters.
We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring arrangements, with the remaining revenue coming from transactional revenues. If we are unable to maintain a high annual renewal rate for our subscription-based and re-occurring arrangements, or we are unable to achieve expected transactional revenues, our results of operations could be adversely affected.
We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring arrangements. If we are unable to maintain a high annual renewal rate for our subscription- based and re-occurring arrangements, our results of operations could be adversely affected.
Our business can also be affected by macroeconomic factors beyond our control, and our ability to keep pace with technology, business, and regulatory changes is subject to a number of risks, including that we may find it difficult or costly to: • update or enhance our products and services and develop new products and services quickly enough to meet our customers’ needs; • leverage AI, including generative AI, in our existing or newly developed products and services; • make some features of our products work effectively and securely or with new or changed operating systems; and • update our products and services to keep pace with business, evolving industry standards, regulatory requirements, and other developments in the markets in which our customers operate.
Our ability to keep pace with technology, industry, and regulatory changes is subject to a number of risks, including those that we may find it difficult or costly to: • leverage AI in our existing or newly developed products and services; • make some features of our products work effectively and securely or with new or changed operating systems; and • update our products and services to keep pace with business, evolving industry standards, regulatory requirements, our customers’ needs, and other developments in the markets in which our customers operate.
The development, adoption, and use of generative AI technologies are still in their early stages and, as with many innovations, present risks, challenges, and unintended consequences that could affect its adoption.
The development, adoption, and use of AI technologies are still in 17 Table of Contents their formative stages and, as with many innovations, present risks, challenges, and unintended consequences that could affect their adoption.
If we do not maintain or obtain the expected benefits from our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted. 10 Table of Contents Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.
If we do not maintain or obtain the expected benefits from our relationships with third-party providers, or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.
Any failure of our computer systems, disruption to our operations, or unauthorized access to any of our computer systems or those of third parties upon whom we rely or with whom we partner, including our cloud computing and other service providers, vendors, contractors, and consultants, could result in, among other things, significant expense to repair, replace, or remediate such systems, equipment, or facilities, a loss of customers, legal or regulatory claims, and proceedings or fines and adversely affect our business and results of operations.
Any failure of our computer systems, disruption to our operations, or unauthorized access to any of our computer systems or information, including confidential, sensitive, and personal information, or those of third parties upon whom we rely or with whom we partner could result in, among other things, significant expense to repair, replace, or remediate such systems, equipment, or facilities, a loss of customers, legal or regulatory claims, and proceedings or fines, all of which could adversely affect our business, financial condition, and results of operations.
These technologies are themselves highly complex and rapidly developing, and it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies.
These technologies are themselves highly complex and rapidly developing, and it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Laws and regulations vary between jurisdictions and are subject to change and evolving interpretations.
The effects of these hostilities on the Israeli economy and our operations in Israel are unclear, and we cannot predict the effect on our business of further increases in these hostilities or future armed conflict, political instability, or violence in the region.
The effects of recent regional hostilities and political unrest on the Israeli economy and our operations in Israel continue to be unclear, and we cannot predict the effect on our business of increases in these or other hostilities or future armed conflict, political instability, or violence in the region.
For the year ended December 31, 2024, approximately 80% of our revenues were subscription-based and re-occurring arrangements and 20% were transactional revenues.
For the year ended December 31, 2025 , approximately 83% of our revenues were subscription-based and re-occurring arrangements.
Our Value Creation Plan is subject to market conditions, customer adoption, and other uncertainties. We may not be able to successfully implement this plan on our anticipated timeline or at all, or it may not significantly improve or enhance our business, financial condition, or results of operations.
Our Value Creation Plan is subject to market conditions, customer adoption, successful operational implementation, and other uncertainties. Our efforts to continue implementing this plan may not be successful on our anticipated timeline or at all, or they may not significantly improve or enhance our business, financial condition, or results of operations.
We rely on our key personnel to execute our existing business operations and identify and pursue new growth opportunities. We have made recent changes in senior management, including our CEO, and could have further changes in the future, which could be disruptive to our management and operations and impede our ability to fully implement our business plan and growth strategy.
We rely on our key personnel to execute our existing business operations and identify and pursue new growth opportunities. Changes in senior management or other key personnel could be disruptive to our management and operations and impede our ability to fully implement our business plan and growth strategy.
Such third-party partners may also discontinue their relationships with us as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business operations.
Such third-party partners may also discontinue their relationships with us as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business operations. Our use of AI may heighten the foregoing risks, any of which could adversely affect our business, financial condition, and results of operations.
However, we may not be able to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies, or growth opportunities. Moreover, we may not be able to integrate the assets acquired in any such acquisition or achieve our expected cost synergies without increases in costs or other difficulties.
We may not be able to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies, or growth opportunities, and we may not be able to integrate the assets acquired or achieve our expected cost synergies without increases in costs or other difficulties. Furthermore, we may ultimately divest unsuccessful acquisitions, investments, or businesses.
Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our brands, reputation, and business. Our indebtedness could adversely affect our business, financial condition, and results of operations.
In addition, in some jurisdictions, we engage sales agents in connection with the sale of certain of our products and services. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our brands, reputation, and business. Our indebtedness could adversely affect our business, financial condition, and results of operations.
In recent years, more public sources of free or relatively inexpensive information have become available, and we expect this trend to continue. Public sources of free or relatively inexpensive information may reduce demand for our products and services.
Increased access to free or relatively inexpensive information sources may reduce demand for our products and services. In recent years, more public sources of free or relatively inexpensive information have become available, and we expect this trend to continue, especially with the deployment of free, general purpose AI models and other AI tools.
Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could impact our customers’ use of the content.
Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could adversely impact our customers’ use of the content , particularly in certain cases where we are reliant on a sole source for data feeds that are not diversified .
Any acquisitions, investments, and dispositions will be accompanied by the risks commonly encountered in such transactions, including assuming potential liabilities of an acquired company, managing the potential disruption to our ongoing business, incurring expenses associated with the amortization of intangible assets, particularly for intellectual property and other intangible assets, incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets, and failing to implement or remediate controls, procedures, and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls.
Any acquisitions, investments, and dispositions may be affected by the risks commonly encountered in such transactions, including assuming potential liabilities of an acquired company, managing the potential disruption to our ongoing business, incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets, and failure to implement or maintain proper controls, procedures, and policies associated with acquisition, investment, or disposition.
However, there is no guarantee that these measures will be effective in minimizing disruption from unexpected events that could result from a variety of causes, including human error, weather conditions (including climate change), natural disasters (such as hurricanes and floods), infrastructure or network failures (including failures at third-party data centers, by third-party cloud-computing providers, or of aging technology assets), and a disruption to our business that we are not capable of managing could adversely affect us.
Our goal is to ensure organizational resilience across product sets; however, there is no guarantee that our plans and procedures will be effective in minimizing disruption from unexpected events that could result from a variety of causes, including human error, military actions, terrorist or cyberterrorist activities, weather conditions (including climate change), natural disasters (such as hurricanes and floods), and infrastructure or network failures (including failures at third-party data centers or by third-party cloud-computing providers).
Our products and services include “open source” software, and we may incorporate additional open source software in the future. Open source software is generally freely accessible, usable, and modifiable.
Our use of “open source” software could negatively affect our ability to offer our solutions and subject us to possible litigation. Our products and services include “open source” software, and we may incorporate additional open source software in the future. Open source software is generally freely accessible, usable, and modifiable.
Further, implementing the plan could be time consuming, require us to incur costs, divert our management’s attention, result in the loss of potential business opportunities, and negatively impact our ability to attract, retain, and motivate key employees.
Further, completing the plan could be time consuming and costly, divert management’s attention, result in the loss of potential business opportunities, and negatively impact our ability to attract, retain, and motivate key employees. The loss of, or the inability to attract and retain, key personnel could impair our ability to execute our business strategy and achieve future success.
Our registered or unregistered trademarks, tradenames, or other intellectual property rights may be challenged, infringed, circumvented, misappropriated, or otherwise violated or declared invalid or unenforceable or determined to be infringing on other marks. Furthermore, even if we do obtain intellectual property rights, any challenge to those rights could result in them being narrowed in scope or declared invalid or unenforceable.
Our registered or unregistered trademarks, tradenames, or other intellectual property rights may be challenged, infringed, circumvented, misappropriated, or otherwise violated; declared invalid or unenforceable; determined to be infringing on other third-party rights, or narrowed in scope.
Our business is characterized by rapidly changing technology, evolving industry standards and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences.
Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences.
At the state level, we are subject to laws, rules, and regulations, such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act (collectively, “CCPA”)), which imposes requirements, including disclosure requirements, access rights, opt out rights, and the right to request deletion of personal information, on covered companies that process California consumers’ personal information and provides for civil penalties for violations as well as a private right of action for certain data breaches.
At the state level, we are subject to laws, rules, and regulations, such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act (collectively, “CCPA”)), which imposes disclosure requirements, access rights, opt out rights, and the right to request deletion of personal information, among other rights.
In the ordinary course of business, we collect, store, use, and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations often vary significantly by jurisdiction.
In the ordinary course of business, we collect, aggregate, store, use, analyze, transmit, license, and otherwise process certain types of information, including confidential, sensitive, and personal information, including data sourced from third parties, that are subject to different laws and regulations. In particular, data privacy and cybersecurity laws and regulations often vary significantly by jurisdiction.
Given the costs and expenses of obtaining, maintaining, protecting, defending, and enforcing our intellectual property rights, we may choose not to obtain, maintain, protect, defend, or enforce certain rights that later turn out to be important to our business.
We may choose not to obtain, maintain, protect, defend, or enforce certain rights that later turn out to be important to our business.
We use, and may expand our use of, AI in our products, services, business, and operations. Developing, testing, deploying, and maintaining AI systems will require additional investment and may increase our costs. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.
We use and expect to expand our use of AI in our products, services, business, and operations. Developing, testing, deploying, and maintaining AI systems will require additional investment and may increase our costs.
We may be unable to prevent the misappropriation or disclosure of our proprietary information or deter independent development of similar products and services by others, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and services. 15 Table of Contents While it is our policy to require our employees, contractors, and other parties with whom we conduct business who may be involved in the conception or development of intellectual property for us to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party that conceives or develops intellectual property that we regard as ours.
While it is our policy to require our employees, contractors, and other parties with whom we conduct business who may be involved in the development of our intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party that conceives or develops intellectual property that we regard as ours.
We may not be able to adequately anticipate or respond to these evolving technologies, laws, and regulations, and we may need to expend additional resources to adjust our products, services, and operations, which could adversely affect our business, financial condition, and results of operations.
We may not be able to adequately anticipate or respond to these evolving technologies, laws, and regulations, and we may need to expend additional resources to adjust our products, services, and operations, which could adversely affect our business, financial condition, and results of operations. 18 Table of Contents Any 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, could adversely impact our business.
In addition, many of our employees in Israel are obligated to perform annual reserve duty in the Israeli military and are subject to being called for active duty under emergency circumstances. We cannot predict the full impact of these conditions on our operations in the future, particularly if emergency circumstances or an escalation in the political situation occurs.
In addition, many of our employees in Israel are obligated to perform annual reserve duty in the Israeli military and are subject to being called for active duty under emergency circumstances.
Failure to meet one or more of our revenue objectives could have a material adverse effect on our business, financial condition, and operating results. 11 Table of Contents If our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions, and changing regulatory requirements, our revenues could be adversely affected.
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, our revenues could be adversely affected. Our business is characterized by rapidly changing technology, evolving industry standards, and changing regulatory requirements.
We may also face additional strain on our systems and networks due to aging or end-of-life technology that we have not yet updated or replaced. Further, many of our employees work remotely, which magnifies the importance of the integrity of our remote access security measures and may expose us to additional cybersecurity risks.
We may also face additional strain on our systems and networks due to aging or end-of-life technology that we have not yet updated or replaced.
As previously announced, we have developed and adopted a new Value Creation Plan that is intended to increase subscription and re-occurring revenue mix, increase organic growth, optimize return on investment, and improve financial performance.
Business and Operational Risks Our Value Creation Plan may not be successful and may not lead to increased shareholder value. In 2025, we adopted a Value Creation Plan that is intended to increase subscription and re-occurring revenue mix, increase organic growth, optimize return on investment, and improve financial performance.
We must also maintain our ability to attract, motivate, and retain highly qualified employees in our respective segments in order to support our customers and achieve business results. Our ability to attract and retain employees may be negatively impacted by employees’ reactions to our policies related to working remotely and returning to office, particularly in the United States.
We must also maintain our ability to attract, motivate, and retain highly qualified employees in our respective segments in order to support our customers and achieve business results.
In addition, the principal customers for certain of our products and services are universities and government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. Recession, economic uncertainty, or austerity have contributed, and may in the future contribute, to reductions in spending by such sources.
Reductions in customers’ research budgets or government funding may adversely affect our business. The principal customers for certain of our products and services are academic institutions, government agencies, and life sciences and pharmaceutical companies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding.
As a result, political and military conditions in Israel and the surrounding region directly affect our operations. The future of peace efforts between Israel and its neighbors in the Middle East remains uncertain. There has been a significant increase in hostilities and political unrest in Israel and the surrounding region.
We have an office with approximately 500 employees located in Israel, including members of our executive team. As a result, political and military conditions in Israel and the surrounding region could directly affect our operations. The future of peace efforts between Israel and its neighbors in the Middle East remains uncertain.
New and emerging technologies, including AI, can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past.
New and emerging technologies, including AI, may present opportunities for our existing competitors to adopt additional or complementary services more effectively than us, and may also allow start-up companies to enter the market more quickly than they would have been able to in the past.
In the event we further impair our goodwill, other intangible assets, or long-lived assets, such a charge could have a material adverse effect on our financial condition and results of operations.
In the event we impair our goodwill, other intangible assets, or long-lived assets, such a charge could have a material adverse effect on our operating results. 16 Table of Contents Intellectual Property, Data Privacy, and Cybersecurity Risks Failure to obtain, maintain, protect, defend, or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations.
Furthermore, future acquisitions may not be completed on acceptable terms, and we may ultimately divest unsuccessful acquisitions, investments, or businesses. Additionally, if we fail to successfully complete an intended disposition, our operations and financial results may be negatively affected.
If we fail to successfully complete an intended disposition, our operations and financial results may be negatively affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe perform an annual information security risk assessment with the assistance of independent security companies, with the aim to embed information security principles and objectives into our culture, business operations, and support functions. 20 Table of Contents Our cybersecurity efforts also include mandatory information security awareness training for all employees, clearly defined expectations for acceptable use policies, and certification of adherence to a code of conduct.
Biggest changeOur cybersecurity efforts also include mandatory information security awareness training for all employees, clearly defined expectations for acceptable use policies, and certification of adherence to our Code of Conduct. The IT Governance, Risk, and Compliance team conducts periodic audits to evaluate policy and regulatory compliance, recording findings for subsequent review and remediation initiatives.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy At Clarivate, cybersecurity risk management is an integral part of our Enterprise Risk Management program. Because we are a global information services provider, our business is highly dependent on the protection of our proprietary software and content, as well as the timeliness, accuracy, and availability of our offerings.
Item 1C. Cybersecurity . Cybersecurity Risk Management and Strategy At Clarivate, cybersecurity risk management is an integral part of our Enterprise Risk Management program. Because we are a global information services provider, our business is highly dependent on the protection of our proprietary software and content, as well as the timeliness, accuracy, and availability of our digitally-based offerings.
Among other duties, the Audit Committee receives and reviews periodic reports from management pertaining to cybersecurity programs and data protection controls, as well as other information security reports that the committee deems appropriate. The committee meets at least quarterly, and the chair of the committee gives regular reports to the full Board of Directors on its activities.
Among other duties, the Audit Committee receives and reviews periodic reports from management pertaining to cybersecurity programs and data privacy controls, as well as other information security reports that the committee deems appropriate. The Audit Committee meets at least quarterly, and the chair of the committee gives regular reports to the full Board on its activities .
Cybersecurity Governance The Board of Directors, acting directly and through its committees, is responsible for the oversight of our risk management programs. The Board’s Audit Committee has the delegated responsibility for the oversight of key enterprise risks, including risks from cybersecurity threats. The committee also provides oversight of our policies and processes for monitoring and mitigating such risks.
The Board’s Audit Committee has the delegated responsibility for the oversight of key enterprise risks, including risks from cybersecurity threats. The Audit Committee also provides oversight of our policies and processes for monitoring and mitigating such risks.
We have implemented incident response procedures that define our approach when potential security incidents are identified, with clear definition of the escalation path, including when notification to the Audit Committee is required. Depending on the assessed severity of the incident, the Audit Committee may be notified immediately or at its next regularly scheduled meeting.
Our incident response plan defines our procedures when potential security incidents are identified, including the associated escalation path. Depending on the assessed severity of the incident, the Audit Committee or the full Board may be notified immediately or at its next regularly scheduled meeting.
As part of our risk management program, we also assess cybersecurity risks associated with third-party service providers. We have processes in place to oversee and identify material risks from cybersecurity threats associated with our engagement of such providers, including the use of cybersecurity risk criteria when determining the selection and oversight of those service providers.
We have processes in place designed to oversee and identify material risks from cybersecurity threats associated with our engagement of such providers, including the use of cybersecurity risk criteria when determining the selection and oversight of those service providers. Cybersecurity Governance The Board , acting directly and through its committees, is responsible for the oversight of our risk management programs.
We maintain a security threat intelligence system that collects and analyzes data from internal vulnerability management tools, vendors, and third-party security organizations. Our patch management standard is designed to ensure that appropriate patching practices are consistently applied to our technology infrastructure, and a Security Operations Center enhances our real-time awareness, event correlation, and incident response capabilities.
Our patch management standard is designed to ensure that appropriate patching practices are consistently applied to our technology infrastructure, and a security operations center enhances our real-time awareness, event correlation, and incident response capabilities. As part of our risk management program, we also assess cybersecurity risks associated with third-party service providers.
On a quarterly basis, Information Security also meets with business segment leadership to discuss the most significant risks, including identifying potentially material risks and developing, implementing, and applying reasonable risk mitigation processes.
On a quarterly basis, Information Security also meets with business segment leadership to discuss the most significant risks, including identifying potentially material risks and developing, implementing, and applying reasonable risk mitigation processes. 22 Table of Contents Our risk management programs are developed, implemented, managed, and reviewed under the direction of Information Security and business segment leaders, with subsequent actions determined based on the results of these preventive and detective controls.
Our Information Security Risk Management program is based on recognized industry governance frameworks, including the International Organization for Standardization. It provides a framework to identify, assess, and control cybersecurity threats and incidents.
Our Information Security Risk Management program is designed to align with ISO 27001 and related information security frameworks to ensure consistent, measurable controls across Clarivate’s enterprise. It provides a framework to identify, assess, and control cybersecurity threats and incidents.
The IT Governance, Risk, and Compliance team conducts periodic audits to evaluate policy and regulatory compliance, recording findings for subsequent review and remediation initiatives. We also leverage internal and external security subject matter experts to conduct comprehensive risk assessments, including architecture reviews, vulnerability scans, penetration tests, application security evaluations, and technical compliance reviews.
We also leverage internal and external security subject matter experts and consultants to conduct comprehensive risk assessments, including architecture reviews, vulnerability scans, penetration tests, application security evaluations, and technical compliance reviews. We maintain a security threat intelligence system that collects and analyzes data from internal vulnerability management tools, vendors, and third-party security organizations.
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Our risk management programs are developed, implemented, managed, and reviewed at the direction of Information Security and business segment leaders, with subsequent actions determined based on the results of these preventive and detective controls.
Added
We conduct an annual information security risk assessment and targeted cybersecurity reviews throughout the year to evaluate emerging threats and control effectiveness. The results of these assessments and reviews are reported to executive management and the Board of Directors (the “Board”).

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that our facilities, generally used across each of our segments, are well maintained and are suitable and adequate for our current needs. 21 Table of Contents
Biggest changeWe believe that our facilities, generally used across each of our segments, are well maintained and are suitable and adequate for our current needs.
Item 2. Properties. Our corporate headquarters is located in the leased premises located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom. We lease office facilities at 40 locations around the world, of which 7 are in the U.S.
Item 2. Properties. Our corporate headquarters is located in the leased premises located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom. We lease office facilities at 41 locations around the world, of which 7 are in the United States.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 4. Mine Safety Disclosures. Not applicable. 22 Table of Contents PART II
Biggest changeFor additional discussion of legal proceedings, s ee Note 16 - Commitments and Contingencies included in Part II, Item 8 of this annual report . Item 4. Mine Safety Disclosures. Not applicable. 23 Table of Contents PART II
While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. For additional discussion of legal proceedings, see Note 17 - Commitments and Contingencies included in Part II, Item 8 of this annual report.
While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following graph compares our total cumulative shareholder return with the Standard & Poor’s Composite Stock Index (“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc.; Gartner, Inc.; Moody’s Corporation; MSCI Inc.; S&P Global Inc.; and Verisk Analytics, Inc.
Biggest changeThe updated authority allows us to conduct open-market purchases, as approved by the Board, 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. 24 Table of Contents Performance Graph The following graph compares our total cumulative shareholder return with the Standard & Poor’s Composite Stock Index (“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc.; Gartner, Inc.; Moody’s Corporation; MSCI Inc.; S&P Global Inc.; and Verisk Analytics, Inc.
We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our Board will declare dividends related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indentures governing our secured notes include restrictions that may impact our ability to pay dividends.
We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that the Board will declare dividends related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indentures governing our secured notes include restrictions that may impact our ability to pay dividends.
A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends We did not pay any dividends to ordinary shareholders during the year ended December 31, 2024.
A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends We did not pay any dividends to ordinary shareholders during the year ended December 31, 2025 .
Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2024, with respect to compensation plans under which equity securities are authorized for issuance.
Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2025 , with respect to compensation plans under which equity securities are authorized for issuance.
The graph assumes a $100 cash investment on December 31, 2019, and the reinvestment of all dividends, where applicable. This graph is not indicative of future financial performance. Comparison of 5 Year Cumulative Total Return Among Clarivate, Peer Group, and S&P 500 Item 6. [Reserved] 24 Table of Contents
The graph assumes a $100 cash investment on December 31, 2020, and the reinvestment of all dividends, where applicable. This graph is not indicative of future financial performance. Comparison of 5 Year Cumulative Total Return Among Clarivate, Peer Group, and S&P 500 Item 6. [Reserved] 25 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information Our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.” Holders As of December 31, 2024, there were 91 holders of record of our ordinary shares.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information Our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.” Holders As of December 31, 2025 , there were 83 holders of record of our ordinary shares.
(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units or performance share units.
(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units or performance share units. (3) Excludes securities to be issued upon exercise reflected in the first column.
(3) Excludes securities to be issued upon exercise reflected in the first column. 23 Table of Contents Issuer Purchases of Equity Securities The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during the three months ended December 31, 2024.
Issuer Purchases of Equity Securities The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during the three months ended December 31, 2025 .
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (1) Weighted-average exercise price of outstanding options, warrants, and rights (2) Number of securities remaining available for issuance under equity compensation plans (3) Equity Compensation Plans Approved by Security Holders: 2019 Incentive Award Plan 18,116,446 $ 12.60 20,730,087 Equity Compensation Plans Not Approved by Security Holders N/A N/A N/A Total 18,116,446 $ 12.60 20,730,087 (1) Includes 1,873,400 stock options, 12,261,334 restricted share units, and 3,981,712 performance share units at target performance levels that were granted with no exercise price or other consideration.
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (1) Weighted-average exercise price of outstanding options, warrants, and rights (2) Number of securities remaining available for issuance under equity compensation plans (3) Equity Compensation Plans Approved by Security Holders: 2019 Incentive Award Plan 26,477,567 $ 11.71 32,079,827 Equity Compensation Plans Not Approved by Security Holders N/A N/A N/A Total 26,477,567 $ 11.71 32,079,827 (1) Includes 602,993 stock options, 20,903,408 restricted share units, and 4,971,166 performance share units at target performance levels that were granted with no exercise price or other consideration.
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Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs (2) October 1, 2024 - October 31, 2024 25,025 $ 6.75 — $ 300 November 1, 2024 - November 30, 2024 13,686,790 $ 4.98 13,670,456 $ 232 December 1, 2024 - December 31, 2024 5,796,759 $ 5.69 5,594,091 $ 200 Total 19,508,574 19,264,547 (1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying equity awards under the 2019 Incentive Award Plan.
Added
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) October 1, 2025 - October 31, 2025 — $ — — $ 351 November 1, 2025 - November 30, 2025 10,306,134 $ 3.49 10,306,134 $ 315 December 1, 2025 - December 31, 2025 10,912,870 $ 3.58 10,912,870 $ 276 Total 21,219,004 21,219,004 (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.
Removed
(2) The share repurchase authorization associated with the $200.0 of availability remaining terminated on December 31, 2024. In December 2024, our Board of Directors authorized a new share repurchase program of up to $500.0 for a period of two years, from January 1, 2025 through December 31, 2026.
Added
On May 7, 2025, we obtained shareholder approval updating our previous shareholder share repurchase authority.
Removed
On July 27, 2023, we obtained shareholder approval to permit us to conduct open-market purchases of up to 100 million of our ordinary shares from time to time through July 26, 2028, as approved by our Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFree cash flow (non-GAAP measure) The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 646.6 $ 744.2 Capital expenditures (289.1) (242.5) Free cash flow $ 357.5 $ 501.7 The decrease in Free cash flow was due to lower operating results, higher working capital requirements, and increased capital spending to drive product innovation.
Biggest changeThe decrease in net cash used for financing activities was primarily driven by higher debt repayments and dividends paid to holders of our mandatory convertible preferred shares in the prior year, partially offset by increased share repurchase activity in the current year. 33 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 : Year Ended December 31, Change 2025 2024 $ % Net cash provided by operating activities $ 628.5 $ 646.6 $ (18.1) (3) % Capital expenditures (263.2) (289.1) 25.9 (9) % Free cash flow $ 365.3 $ 357.5 $ 7.8 2 % Free cash flow increased primarily due to a significant reduction in capital expenditures, partially offset by the change in net cash provided by operating activities described above.
Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, 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 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.
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business, and cancellations) and price, acquisitions and divestitures, and changes in FX.
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.
Under the new share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
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.
Annualized contract value Our annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level.
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 .
Share-Based Compensation Share-based compensation expense includes cost associated with stock options, restricted share units (“RSUs”), and performance share units (“PSUs”) granted to certain key members of management. The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted.
Share-Based Compensation Share-based compensation expense includes cost associated with restricted share units (“RSUs”) and performance share units (“PSUs”) granted to certain key members of management. The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted.
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 17 - Commitments and Contingencies included in Part II, Item 8 of this annual report.
We maintain appropriate insurance policies in pla ce, 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 16 - Commitments and Contingencies included in Part II, Item 8 of this annual report.
Provision (benefit) for income taxes The income tax provision of $82.9 in 2024 was primarily driven by a $53.9 expense related to a new 15% corporate income tax enacted by a tax law change in Jersey, Channel Islands, a $10.2 expense to establish valuation allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized.
The income tax provision of $82.9 in 2024 was primarily driven by a $53.9 expense related to a new 15% Multinational Corporate Income Tax (“MCIT”) enacted by a tax law change in Jersey, Channel Islands, a $10.2 expense to establish valuation allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized.
Our annual renewal rate for the years ended December 31, 2024 and 2023 was 92% and 92%, respectively. Adjusted EBITDA and Adjusted EBITDA margin We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations.
Our annual renewal rate for the years ended December 31, 2025 and 2024 was 92.5% and 91.9% , respectively. Adjusted EBITDA and Adjusted EBITDA margin We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations.
As discussed below and in the notes to the financial statements, the following factors had a significant impact on the comparability of our results of operations between the periods presented and may affect the comparability of our results of operations in future periods: • In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively. • In November 2024, we completed the sale of our ScholarOne business within our A&G segment. • In 2023 and 2024, we recognized substantial goodwill impairments.
As discussed below and in the notes to the financial statements, the following factors had a significant impact on the comparability of our results of operations between the periods presented and may affect the comparability of our results of operations in future periods: • In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively . • In November 2024, we completed the sale of the ScholarOne product group within our A&G segment. • In the second and fourth quarters of 2024 , we recognized substantial goodwill impairments. • In April 2024, we completed the sale of our Valipat product group within our IP segment.
Additionally, the impact from product downgrades upon renewal is reflected in the annual renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional products and services. The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. Overview We are a leading global provider of transformative intelligence.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our annual report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on February 19, 2025. Overview We are a leading global provider of transformative intelligence.
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.
We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our share repurchase program, fund our working capital requirements, make capital expenditures (including product and content development), redeem or repurchase our outstanding indebtedness , and expand our business through acquisitions.
We incurred $283.4, $293.7 and $270.3 of interest expense associated with our debt obligations for the years ended December 31, 2024, 2023 and 2022, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
We incurred $265.4 and $283.4 of interest expense associated with our debt obligations for the years ended December 31, 2025 and 2024 , respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
We apply judgment in identifying the separate performance obligations to be delivered under the arrangement and allocating the transaction price based on the estimated standalone selling price of each performance obligation. Business Combinations We apply the acquisition method of accounting to our business combinations.
We apply judgment in identifying the separate performance obligations to be delivered under the arrangement and allocating the transaction price based on the estimated standalone selling price of each performance obligation.
Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development. Borrowings As of December 31, 2024, we had $4,541.8 of outstanding borrowings under our notes and credit facilities.
Our capital expenditures in both periods presented consisted primarily of capitalized labor associated with product and content development. Borrowings As of December 31, 2025 , we had $4,441.8 of outstanding borrowings under our notes and credit facilities.
As a percentage of revenues, Depreciation and amortization increased by 1.5% from the prior year. 31 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Goodwill and intangible asset impairments We recorded goodwill impairment charges of $465.7 and $847.7 in 2024 and 2023, respectively, primarily due to sustained declines in our share price and worsening macroeconomic and market conditions In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments in connection with the Value Creation Plan and we recorded an intangible assets impairment charge of $75.0 to write down the carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book values.
Goodwill and intangible asset impairments In 2024 , we recorded a goodwill impairment charge of $465.7 primarily due to sustained declines in our share price and worsening macroeconomic and market conditions. 31 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments in connection with the Value Creation Plan and we recorded an intangible assets impairment charge of $75.0 to write down the carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book values.
In completing our most recent goodwill impairment assessment in the fourth quarter of 2024, we used weighted average cost of capital (“WACC”) discount rate assumptions of 10.5% and 9% for the A&G and LS&H reporting units, respectively.
In completing our goodwill assessment in the fourth quarter of 2025, we used weighted average cost of capital (“WACC”) discount rate assumptions of 12% and 10% for the A&G and LS&H reporting units, respectively.
We expect to incur approximately $30 of additional restructuring costs associated with this program, primarily during 2025. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 13 - Restructuring and Other Impairments included in Part II, Item 8 of this annual report.
We expect to incur approximately $25 of additional costs associated with this plan, primarily in 2026 . For further information regarding our restructuring initiatives and impairment impacts, see Note 12 - Restructuring and Other Impairments included in Part II, Item 8 of this annual report.
Between 2022 and 2024, we have performed the following goodwill impairment assessments, with the associated results of each assessment: Q3-22 (1) Q4-22 Q4-23 (1) Q2-24 (2) Q4-24 (2) Type of assessment Quantitative, interim Qualitative, annual Quantitative, annual Quantitative, interim Quantitative, annual Goodwill impairment: A&G $ (1,745.8) $ — $ — $ — $ — IP (2,662.1) — (582.2) — — LS&H — — (265.5) (302.8) (149.1) Total $ (4,407.9) $ — $ (847.7) $ (302.8) $ (149.1) (1) The impairments were primarily due to worsening macroeconomic and market conditions and sustained declines in our share price.
Between 2023 and 2025, we have performed the following goodwill impairment assessments, with the associated results of each assessment: Q4-23 (1) Q2-24 (2) Q4-24 (2) Q4-25 Type of assessment Quantitative, annual Quantitative, interim Quantitative, annual Quantitative, annual Goodwill impairment: A&G $ — $ — $ — $ — IP (582.2) — — — LS&H (265.5) (302.8) (149.1) — Total $ (847.7) $ (302.8) $ (149.1) $ — (1) The impairment was primarily due to worsening macroeconomic and market conditions and sustained declines in our share price.
Revenues The tables below present the changes in revenues by transaction type, segment, and geography, as well as the components driving the changes between periods.
Revenues The following tables present our revenues by type, segment, and geography, as well as the components driving the changes between periods.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 10-K. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this annual report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K.
Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names. The increase of 2.6% compared to 2023 was primarily driven by increased investment in internally developed computer software and content assets.
Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names. The increase of 4% compared to 2024 was primarily driven by increased investment in computer software assets . As a percentage of revenues, Depreciation and amortization increased by 2% from the prior year.
Recently Issued Accounting Pronouncements For a discussion related to recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of this annual report. 29 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Results of Operations Year Ended December 31, Change 2024 2023 $ % Revenues $ 2,556.7 $ 2,628.8 (72.1) (3)% Operating expenses: Cost of revenues 869.2 906.4 (37.2) (4)% Selling, general and administrative costs 727.6 739.7 (12.1) (2)% Depreciation and amortization 727.0 708.3 18.7 3% Goodwill and intangible asset impairments 540.7 979.9 (439.2) (45)% Restructuring and other impairments 19.6 40.0 (20.4) (51)% Other operating expense (income), net (51.8) (10.8) (41.0) N/M Total operating expenses 2,832.3 3,363.5 Income (loss) from operations (275.6) (734.7) Fair value adjustment of warrants (5.2) (15.9) 10.7 (67)% Interest expense, net 283.4 293.7 (10.3) (4)% Income (loss) before income tax (553.8) (1,012.5) Provision (benefit) for income taxes 82.9 (101.3) 184.2 N/M Net income (loss) (636.7) (911.2) Dividends on preferred shares 31.3 75.4 (44.1) (58)% Net income (loss) attributable to ordinary shares $ (668.0) $ (986.6) N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.
Recently Issued Accounting Pronouncements For a discussion related to recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of this annual report. 29 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, Change 2025 2024 $ % Revenues $ 2,455.2 $ 2,556.7 (101.5) (4)% Operating expenses: Cost of revenues 833.6 869.2 (35.6) (4)% Selling, general and administrative costs 708.6 727.6 (19.0) (3)% Depreciation and amortization 757.2 727.0 30.2 4% Goodwill and intangible asset impairments 15.0 540.7 (525.7) (97)% Restructuring and other impairments 50.7 19.6 31.1 N/M Other operating expense (income), net 18.6 (51.8) 70.4 N/M Total operating expenses 2,383.7 2,832.3 Income (loss) from operations 71.5 (275.6) Fair value adjustment of warrants — (5.2) 5.2 N/M Interest expense, net 265.4 283.4 (18.0) (6)% Income (loss) before income taxes (193.9) (553.8) Provision (benefit) for income taxes 7.2 82.9 (75.7) (91)% Net income (loss) (201.1) (636.7) Dividends on preferred shares — 31.3 (31.3) N/M Net income (loss) attributable to ordinary shares $ (201.1) $ (668.0) N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.
The new 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.
As of December 31, 2025 , we had $275.5 of availability remaining. 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.
Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs. • Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience. For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this annual report.
We are home to industry specialists, consultants, and data scientists with deep subject- matter expertise and global experience. For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this annual report.
Significant judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins, tax rates, terminal values, and discount rates. The use of a different set of assumptions and estimates could result in materially different results.
Our DCF model relies significantly on our internal forecasts of future cash flows and long-term growth rates. Significant judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins , tax rates, terminal values, and discount rates. The use of a different set of assumptions and estimates could result in materially different results.
We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment structure. Within each of our three segments, we provide the following: • Enriched data.
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.
We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review these estimates on an ongoing basis.
We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review 27 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations these estimates on an ongoing basis.
Transactional revenues decreased primarily due to lower A&G and LS&H sales, as well as the IP product group divestiture. 30 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Revenues by segment Year Ended December 31, Change % of Change 2024 2023 $ % Acquisitions Disposals FX Organic A&G $ 1,326.4 $ 1,323.3 $ 3.1 0.2 % — % (0.4) % (0.1) % 0.7 % IP 811.4 862.7 (51.3) (5.9) % 0.1 % (3.1) % (0.2) % (2.7) % LS&H 418.9 442.8 (23.9) (5.4) % 0.6 % (0.8) % (0.4) % (4.8) % Revenues $ 2,556.7 $ 2,628.8 $ (72.1) (2.7) % 0.1 % (1.3) % (0.1) % (1.4) % A&G segment revenues increased modestly, as subscription growth driven by price increases was offset by a decline in transactional volume and the ScholarOne divestiture.
The transactional organic decline was primarily due to lower IP activity, while the disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat divestiture . 30 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations Revenues by segment Year Ended December 31, Change % of Change 2025 2024 $ % Acquisitions Disposals FX Organic A&G $ 1,266.0 $ 1,326.4 $ (60.4) (4.6) % — % (6.7) % 0.5 % 1.6 % IP 799.4 811.4 (12.0) (1.5) % 0.1 % (1.0) % 1.3 % (1.9) % LS&H 389.8 418.9 (29.1) (6.9) % 0.2 % (6.0) % 0.3 % (1.4) % Revenues $ 2,455.2 $ 2,556.7 $ (101.5) (4.0) % 0.1 % (4.7) % 0.7 % (0.1) % A&G segment revenues decreased primarily due to the product group wind-downs and ScholarOne divestiture, partially offset by subscription organic growth driven by new sales and improved retention and pricing.
We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity.
We 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.
In 2023, in connection with intangible assets classified as assets held-for-sale as of December 31, 2023, we recorded an intangible assets impairment charge of $132.2. For additional information regarding our recent goodwill and intangible asset impairments, see Note 6 - Other Intangible Assets, Net and Goodwill included in Part II, Item 8 of this annual report.
For additional information regarding our recent goodwill and intangible asset impairments, see Note 6 - Other Intangible Assets, Net and Goodwill included in Part II, Item 8 of this annual report.
Restructuring and other impairments Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract terminations, and other exit or disposal activities, as well as impairment charges primarily associated with right-of-use assets.
Restructuring and other impairments Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract terminations, and other exit or disposal activities, as well as impairment charges primarily associated with right-of-use assets. Restructuring charges during the year ended December 31, 2025 were associated with the Value Creation Plan , which began in the fourth quarter of 2024.
The discount rates were derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to estimate the cost of equity financing. We used discount rates we believe to be commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally developed forecasts.
The discount rates were derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to estimate the cost of equity financing.
For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below. 26 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) 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.
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.
Other operating expense (income), net The increased income of $41.0 compared to 2023 was primarily driven by the $34.7 reduction in net loss associated with the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
Other operating expense (income), net The change of $70.4 compared to 2024 was primarily driven by a prior year net gain on sale of $54.7 from divestitures completed in 2024 and a $30.7 increase to expense from the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
We did not identify any impairments of our indefinite-lived intangible assets in 2024, 2023, or 2022. 28 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Long-Lived Assets (including Other Intangible Assets) We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Long-Lived Assets (including Other Intangible Assets) We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the years ended December 31, 2024 and 2023, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods: Year Ended December 31, 2024 2023 Net income (loss) $ (636.7) $ (911.2) Provision (benefit) for income taxes 82.9 (101.3) Depreciation and amortization 727.0 708.3 Interest expense, net 283.4 293.7 Share-based compensation expense 60.6 108.9 Goodwill and intangible asset impairments 540.7 979.9 Restructuring and other impairments 19.6 40.0 Fair value adjustment of warrants (5.2) (15.9) Transaction related costs 17.9 8.2 Other (1) (29.8) 6.6 Adjusted EBITDA $ 1,060.4 $ 1,117.2 Net income (loss) margin (24.9)% (34.7)% Adjusted EBITDA margin 41.5% 42.5% (1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance.
Although the MCIT is designed to align with certain elements of the OECD model rules, it is distinct legislation that enacted a new 15% corporate income tax, which qualifies as a regular corporate income tax under ASC 740. 32 Table of Contents 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 years ended December 31, 2025 and 2024 , and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods: Year Ended December 31, 2025 2024 Net income (loss) $ (201.1) $ (636.7) Provision (benefit) for income taxes 7.2 82.9 Depreciation and amortization 757.2 727.0 Interest expense, net 265.4 283.4 Share-based compensation expense 63.0 60.6 Goodwill and intangible asset impairments 15.0 540.7 Restructuring and other impairments 50.7 19.6 Fair value adjustment of warrants — (5.2) Transaction related costs 22.5 17.9 Other (1) 21.9 (29.8) Adjusted EBITDA $ 1,001.8 $ 1,060.4 Net income (loss) margin (8.2) % (24.9) % Adjusted EBITDA margin 40.8 % 41.5 % (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance.
The following table discloses our consolidated cash flows by activity for the periods presented: Year Ended December 31, Change 2024 2023 $ % Net cash provided by operating activities $ 646.6 $ 744.2 $ (97.6) (13) % Net cash provided by (used for) investing activities $ (236.7) $ (237.4) $ 0.7 — % Net cash provided by (used for) financing activities $ (470.1) $ (496.5) $ 26.4 (5) % The decrease in net cash provided by operating activities was driven by lower operating results and higher working capital requirements primarily due to timing of payments.
The following table discloses our consolidated cash flows by activity for the periods presented: Year Ended December 31, Change 2025 2024 $ % Net cash provided by operating activities $ 628.5 $ 646.6 $ (18.1) (3) % Net cash used for investing activities $ (263.2) $ (236.7) $ (26.5) 11 % Net cash used for financing activities $ (343.1) $ (470.1) $ 127.0 (27) % The decrease in net cash provided by operating activities was primarily due to higher restructuring costs and related cash outflows compared to the prior year.
Based on these assessments, while the estimated fair value decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value.
Based on these assessments, in 2023 and 2024, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value, while the LS&H reporting unit fair value was below its carrying value, resulting in the goodwill impairment charges shown in the table above.
The decrease of 1.6% compared to 2023 was primarily driven by a reduction in share-based compensation expense. As a percentage of revenues, SG&A costs increased by 0.4% from the prior year. Depreciation and amortization Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures.
The decrease of 3% compared to 2024 was primarily driven by cost management and product group wind-downs. As a percentage of revenues, SG&A costs were largely unchanged compared to the prior year. Depreciation and amortization Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures.
IP segment revenues decreased primarily due to the Valipat divestiture, lower subscription revenues, and lower IP renewal volume primarily within patents. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.
IP segment revenues decreased primarily due to lower transactional volumes and subscription retention, as well as the Valipat divestiture. LS&H segment revenues decreased primarily due to product group wind-downs and lower transactional and subscription revenues.
In 2024, 2023, and 2022, we used a qualitative assessment to evaluate events and circumstances that might impact the value of each trade name.
Indefinite-Lived Intangible Assets Our indefinite-lived intangible assets consist of purchased brand trade names. In 2025 , 2024 , and 2023 , we used a qualitative assessment to evaluate events and circumstances that might impact the value of each trade name. We did not identify any impairments of our indefinite-lived intangible assets in 2025 , 2024 , or 2023 .
Revenues by geography Year Ended December 31, Change % of Change 2024 2023 $ % Acquisitions Disposals FX Organic Americas $ 1,381.4 $ 1,405.5 $ (24.1) (1.7) % 0.2 % (0.5) % (0.2) % (1.2) % EMEA 667.8 707.5 (39.7) (5.6) % — % (3.4) % 0.5 % (2.7) % APAC 507.5 515.8 (8.3) (1.6) % — % (0.6) % (1.1) % 0.1 % Revenues $ 2,556.7 $ 2,628.8 $ (72.1) (2.7) % 0.1 % (1.3) % (0.1) % (1.4) % Americas revenues decreased primarily due to lower contributions from A&G and LS&H.
Revenues by geography Year Ended December 31, Change % of Change 2025 2024 $ % Acquisitions Disposals FX Organic Americas $ 1,303.0 $ 1,381.4 $ (78.4) (5.7) % 0.1 % (5.4) % 0.1 % (0.5) % EMEA 654.8 667.8 (13.0) (1.9) % — % (4.3) % 2.1 % 0.3 % APAC 497.4 507.5 (10.1) (2.0) % — % (2.6) % 0.3 % 0.3 % Revenues $ 2,455.2 $ 2,556.7 $ (101.5) (4.0) % 0.1 % (4.7) % 0.7 % (0.1) % Americas revenues decreased primarily due to the product group wind-downs within A&G and LS&H, the ScholarOne divestiture, and, to a lesser extent, lower IP contribution.
EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the IP product group divestiture and lower IP contribution. APAC (Asia Pacific) revenues decreased due to a stronger dollar against APAC currencies and the IP product group divestiture.
EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the product group wind-downs within A&G, and the Valipat and ScholarOne product group divestitures. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
Discussions related to the year ended December 31, 2022 financial results and year-to-year analysis between the years ended December 31, 2023 and 2022 that are not included in this annual report can be found under Item 7.
Discussion of our financial condition and results of operations for the year ended December 31, 2023, and comparisons between 2024 and 2023, are not included in this annual report and may be found in Item 7.
A 50 basis point increase in the discount rate would have resulted in an incremental impairment charge of approximately $62 for the LS&H reporting unit and the fair value of the A&G reporting unit would be approximately 14% in excess of its carrying value.
A 50 basis point increase in the discount rate would have resulted in the fair values of the A&G and LS&H reporting units being approximately 7% in excess of and approximately equal to their carrying values, respectively.
The authorization for the share repurchase program in effect during 2024 terminated on December 31, 2024. In December 2024, our Board of Directors authorized a new share repurchase program of up to $500.0 of our ordinary shares for a period of two years, from January 1, 2025 through December 31, 2026.
Any amounts for which we are currently liable are reflected in our Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities. In December 2024, the Board authorized a new share repurchase program of up to $500.0 of our ordinary shares for a period of two years, from January 1, 2025 through December 31, 2026.
Restructuring and impairment charges for the year ended December 31, 2023 were primarily associated with the ProQuest Acquisition Integration Program, which was substantively completed in 2023, as well as a $6.1 write-off related to the impairment of two equity investments. As of December 31, 2024, the Value Creation Plan is our only active restructuring program.
Restructuring charges for the year ended December 31, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024 . As of December 31, 2025 , the Value Creation Plan is our only active restructuring program. We have extended this program to include additional reductions in force and lease rationalization activities in 2026 .
We estimate capital expenditures to be approximately $255 during 2025. We also expect to incur approximately $195 of primarily cloud computing services and software license costs in 2025.
We estimate capital expenditures to be approximately $250 during 2026, primarily for product and content development. We also expect to incur approximately $210 of primarily cloud computing services and software license costs in 2026 for ongoing support of our existing business operations. We expect to fund these expenditures primarily through cash flows from operations.
We then compared the estimated fair value to the carrying value for both of the reporting units carrying a goodwill balance (our IP reporting unit was previously fully impaired in 2023).
(2) The impairments were primarily due to sustained declines in our share price. In each assessment, we compared the estimated fair value to the carrying value for the A&G and LS&H reporting units (the IP reporting unit was fully impaired in 2023).
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.
We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the 26 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations evaluation of underlying sales execution and customer engagement trends.
This amount includes a net gain on sale of $54.7 from divestitures in 2024 and a gain of $49.4 related to a legal settlement in 2023. See Note 2 - Acquisitions and Divestitures and Note 17 - Commitments and Contingencies for further details.
This amount includes a net gain on sale of $54.7 from divestitures in 2024. See Note 2 - Acquisitions and Divestitures for further details. Liquidity and Capital Resources We finance our operations primarily through cash generated by operating activities and through borrowing activities.
Our organic ACV grew 0.9% in 2024, compared to 2023, primarily driven by price increases. Our total ACV for 2024, compared to 2023, declined 1.1% primarily due to the ScholarOne divestiture in November 2024.
Our organic ACV grew 1.8% in 2025, compared to 2024, primarily driven by improved product pricing. Our total ACV for 2025, compared to 2024, declined 1.0% primarily due to the wind-down of certain product groups beginning in the first quarter of 2025.
In assessing whether a potential impairment event has occurred, we evaluate various factors, many of which are subjective and require significant judgment. Examples of such factors include significant negative industry or economic trends, persistent declines in our market value, significant changes in regulatory requirements or the legal environment, and segment changes.
Examples of such factors include significant negative industry or economic trends, persistent declines in our market value, significant changes in regulatory requirements or the legal environment, and segment changes. We engage outside experts as deemed necessary to assist in estimating the fair value of a reporting unit using a DCF model.
As of December 31, 2024, we had $295.2 of cash and cash equivalents (including restricted cash of $10.5) and $692.3 of available borrowing capacity under our revolving credit facility. 33 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Cash Flows We have historically generated significant cash flows from our operating activities.
As of December 31, 2025 , we had $329.2 of cash on hand and $768.5 of available borrowing capacity under our revolving credit facility. Cash Flows We have historically generated significant cash flows from our operating activities.
Revenues by transaction type Year Ended December 31, Change % of Change 2024 2023 $ % Acquisitions Disposals FX Organic Subscription $ 1,626.8 $ 1,618.1 $ 8.7 0.5 % 0.1 % (0.3) % (0.2) % 0.9 % Re-occurring 429.8 444.6 (14.8) (3.3) % — % — % (0.2) % (3.1) % Recurring revenues $ 2,056.6 $ 2,062.7 $ (6.1) (0.3) % 0.1 % (0.2) % (0.3) % 0.1 % Transactional 500.1 566.1 (66.0) (11.7) % 0.2 % (5.3) % — % (6.6) % Revenues $ 2,556.7 $ 2,628.8 $ (72.1) (2.7) % 0.1 % (1.3) % (0.1) % (1.4) % Subscription revenues increased primarily due to organic growth driven by price increases, partially offset by lower net volume in IP and LS&H.
Revenues by transaction type Year Ended December 31, Change % of Change 2025 2024 $ % Acquisitions Disposals FX Organic Subscription $ 1,605.5 $ 1,626.8 $ (21.3) (1.3) % 0.1 % (2.7) % 0.5 % 0.8 % Re-occurring 434.2 429.8 4.4 1.0 % — % — % 1.4 % (0.4) % Recurring revenues 2,039.7 2,056.6 (16.9) (0.8) % 0.1 % (2.2) % 0.7 % 0.6 % Transactional 415.5 500.1 (84.6) (16.9) % 0.1 % (12.6) % 0.4 % (4.8) % Revenues $ 2,455.2 $ 2,556.7 $ (101.5) (4.0) % 0.1 % (4.7) % 0.7 % (0.1) % Subscription organic growth was driven by new sales and improved retention and pricing, with the disposals decrease primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H .
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.
Such refinancings, redemptions, repurchases, or retirements, if any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. 34 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.
A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is outlined under Item 1A. Risk Factors of this annual report. The following section generally discusses the years ended December 31, 2024 and 2023 financial results and year-to-year analysis between these years.
Certain statements in this section are forward-looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and under Item 1A. Risk Factors of this annual report. This section generally discusses our financial condition and results of operations for the years ended December 31, 2025 and 2024, including year-over-year comparisons.
The interest rate margin for the new term loan facility decreased from 300 to 275 basis points per annum in the case of loans bearing interest by reference to Term SOFR.
In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization.
We reassess the estimated fair value of the contingent consideration at the end of each quarter and record any changes in value as necessary. 27 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Goodwill and Indefinite-Lived Intangible Assets Goodwill We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable.
Goodwill and Indefinite-Lived Intangible Assets Goodwill We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable. In assessing whether a potential impairment event has occurred, we evaluate various factors, many of which are subjective and require significant judgment.
The decrease of 4.1% compared to 2023 was primarily driven by a reduction in share-based compensation expense, reduced product-related agent and content costs, and the Valipat divestiture. As a percentage of revenues, Cost of revenues decreased by 0.5% from the prior year.
The decrease of 4% compared to 2024 was primarily driven by the product wind-downs, as well as the ScholarOne and Valipat divestitures. As a percentage of revenues, Cost of revenues were largely unchanged compared to the prior year.
These expenditures are primarily for product and content development, as well as for ongoing support of our existing business operations, and we expect to fund such expenditures primarily through cash flows from operations. Any amounts for which we are presently liable are reflected in our Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
Any amounts for which we are presently liable are reflected in our Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities . 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.
Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below. Organic revenue growth We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs.
Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below. Organic revenue growth We define organic revenue as r evenue generated from pricing, up-selling, securing new customers, sales of new or enhanced products, and similar activities.
For further discussion related to our outstanding borrowings, see Note 9 - Debt included in Part II, Item 8 of this annual report. 34 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) 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 and capital expenditures.
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.
Re-occurring revenues decreased primarily due to lower IP patent renewal volume.
Re-occurring revenues increased primarily due to FX translation gains.
Removed
Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience. • Insights & analytics. Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts. • Workflow solutions.
Added
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.
Removed
We define the components of revenue growth as follows: 25 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) • Organic.
Added
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.
Removed
Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency. • Acquisitions. Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. • Disposals.
Added
This metric is particularly important to us because the majority of our revenues are generated from subscription-based license agreements.
Removed
Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group. • Foreign Currency (“FX”). The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.
Added
For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.
Removed
Substantially all of the assets acquired, liabilities assumed, and contingent consideration are allocated based on their estimated fair values, which requires significant management judgment. Our estimates of fair value are based upon assumptions we believe are reasonable, but which are inherently uncertain and unpredictable.
Added
In our 2025 quantitative assessment, we determined that the A&G reporting unit fair value was approximately 12% in excess of its carrying value and the LS&H reporting unit fair value was approximately 8% in excess of its carrying value; therefore, no impairment charge was required for 2025.
Removed
We estimate the fair value of customer relationship intangible assets through a discounted cash flow (“DCF”) model using the multi-period excess earnings method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, EBITDA margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates, among other items.
Added
We used discount rates we believe to be commensurate with the risks and uncertainty 28 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations inherent in the respective reporting units and in our internally developed forecasts.
Removed
We estimate the fair value of technology, databases, and trade name intangible assets through a DCF model using the relief-from-royalty method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, royalty rates, tax rates, discount rates, tax amortization benefits, and obsolescence rates.
Added
If our share price and market capitalization continues to decline, other adverse developments in economic or market conditions occur, or our actual results fall short of our projections or estimates, the estimated fair values of our reporting units may fall below their carrying values, triggering future impairment charges.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed4 unchanged
Biggest changeAs of December 31, 2024, the outstanding principal balance of our variable interest rate debt was $1,999.2 related to our term loans maturing in 2031, bearing interest at a rate equal to the applicable one-month Term SOFR plus a 2.75% margin.
Biggest changeInterest Rate Risk Our interest rate risk arises primarily from borrowings under our variable interest rate term loans. As of December 31, 2025 , we had $2,499.2 of outstanding variable interest rate debt related to term loans maturing in 2031.
Revenues denominated in non-U.S. dollar currencies represented approximately 26% of our total revenues for the year ended December 31, 2024, the significant majority of which were denominated in Euros and British pounds.
Revenues denominated in non-U.S. dollar currencies represented approximately 27% of our total revenues for the year ended December 31, 2025 , the significant majority of which were denominated in Euros and British pounds. A 10% change in value of the Euro and British pound relative to the U.S. dollar would result in an approximate $51 change in annual revenues.
To reduce our exposure to variability in cash flows relating to these interest payments, we have interest rate swap arrangements with an aggregate notional value of $750.8 as of December 31, 2024, at a weighted average fixed interest rate of 2.909%.
To reduce our exposure to variability in cash flows associated with the interest payments, we have interest rate swap arrangements with an aggregate notional value of $1,256.9 that were in effect as of December 31, 2025 . These swaps effectively fix the interest rate on a portion of our variable rate borrowings at a weighted average rate of 4.480% .
As such, our interest rate risk exposure is limited to the outstanding principal balance of our term loans in excess of our interest rate swap arrangements. Assuming our exposure remains at $1,248.4, a hypothetical 25 basis point change in the one-month Term SOFR would result in an approximate $3 change to our annual interest expense. 36 Table of Contents
Accordingly, our exposure to changes in interest rates is limited to the unhedged portion of our variable rate debt, which was $1,242.3 as of December 31, 2025 . Assuming this exposure remains constant, a hypothetical 25 basis point change in the one- month Term SOFR would result in an approximate $3 change in annual interest expense. 35 Table of Contents
Removed
A 10% change in value of the Euro and British pound relative to the U.S. dollar would result in an approximate $50 change to our annual revenues. 35 Table of Contents Interest Rate Risk Our interest rate risk arises primarily from our outstanding variable interest rate debt.

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