0001764046false2025FY00-0000000UnlimitedUnlimitedP2YP1Yhttp://fasb.org/us-gaap/2025#GoodwillAndIntangibleAssetImpairmenthttp://fasb.org/us-gaap/2025#GoodwillAndIntangibleAssetImpairmenthttp://fasb.org/us-gaap/2025#LongTermDebtAndCapitalLeaseObligationshttp://fasb.org/us-gaap/2025#LongTermDebtAndCapitalLeaseObligationsP1YP3Yhttp://clarivate.com/20251231#RestructuringCostsAndOtherImpairmentChargesExcludingOtherImpairmenthttp://clarivate.com/20251231#RestructuringCostsAndOtherImpairmentChargesExcludingOtherImpairmenthttp://clarivate.com/20251231#RestructuringCostsAndOtherImpairmentChargesExcludingOtherImpairmentiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesclvt:segmentxbrli:pureclvt:contractclvt:swapiso4217:EUR00017640462025-01-012025-12-3100017640462025-06-3000017640462026-01-3100017640462025-12-3100017640462024-12-3100017640462024-01-012024-12-3100017640462023-01-012023-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2022-12-310001764046us-gaap:PreferredStockMember2022-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001764046us-gaap:RetainedEarningsMember2022-12-3100017640462022-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-01-012023-12-310001764046us-gaap:RetainedEarningsMember2023-01-012023-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-12-310001764046us-gaap:PreferredStockMember2023-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001764046us-gaap:RetainedEarningsMember2023-12-3100017640462023-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-01-012024-12-310001764046us-gaap:PreferredStockMember2024-01-012024-12-310001764046us-gaap:RetainedEarningsMember2024-01-012024-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-12-310001764046us-gaap:PreferredStockMember2024-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001764046us-gaap:RetainedEarningsMember2024-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-01-012025-12-310001764046us-gaap:RetainedEarningsMember2025-01-012025-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001764046us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2025-12-310001764046us-gaap:PreferredStockMember2025-12-310001764046us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001764046us-gaap:RetainedEarningsMember2025-12-310001764046us-gaap:ComputerEquipmentMember2025-12-310001764046srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001764046srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001764046us-gaap:SoftwareDevelopmentMember2025-12-310001764046clvt:PurchasedComputerSoftwareMember2025-12-310001764046srt:MinimumMemberclvt:ContentMember2025-12-310001764046srt:MaximumMemberclvt:ContentMember2025-12-310001764046srt:MinimumMemberus-gaap:CustomerRelationshipsMember2025-12-310001764046srt:MaximumMemberus-gaap:CustomerRelationshipsMember2025-12-310001764046srt:MinimumMemberclvt:TechnologyAndContentMember2025-12-310001764046srt:MaximumMemberclvt:TechnologyAndContentMember2025-12-310001764046srt:MinimumMemberclvt:TradeNamesAndOtherMember2025-12-310001764046srt:MaximumMemberclvt:TradeNamesAndOtherMember2025-12-310001764046srt:MinimumMemberclvt:DatabasesAndContentMember2025-01-012025-12-310001764046srt:MaximumMemberclvt:DatabasesAndContentMember2025-01-012025-12-310001764046us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2025-01-012025-12-310001764046us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2024-01-012024-12-310001764046us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2023-01-012023-12-310001764046us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberclvt:ScholarOneBusinessMember2024-10-012024-12-310001764046us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberclvt:ScholarOneBusinessMember2024-01-012024-12-310001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:ValipatMember2023-06-300001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:ValipatMember2023-04-012023-06-300001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:ValipatMember2024-01-012024-12-310001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:ValipatMember2023-01-012023-12-310001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:ValipatMember2025-12-310001764046clvt:SubscriptionRevenuesMember2025-01-012025-12-310001764046clvt:SubscriptionRevenuesMember2024-01-012024-12-310001764046clvt:SubscriptionRevenuesMember2023-01-012023-12-310001764046clvt:ReOccurringRevenuesMember2025-01-012025-12-310001764046clvt:ReOccurringRevenuesMember2024-01-012024-12-310001764046clvt:ReOccurringRevenuesMember2023-01-012023-12-310001764046clvt:RecurringRevenuesMember2025-01-012025-12-310001764046clvt:RecurringRevenuesMember2024-01-012024-12-310001764046clvt:RecurringRevenuesMember2023-01-012023-12-310001764046clvt:TransactionalRevenuesMember2025-01-012025-12-310001764046clvt:TransactionalRevenuesMember2024-01-012024-12-310001764046clvt:TransactionalRevenuesMember2023-01-012023-12-310001764046srt:NorthAmericaMember2025-01-012025-12-310001764046srt:NorthAmericaMember2024-01-012024-12-310001764046srt:NorthAmericaMember2023-01-012023-12-310001764046us-gaap:EMEAMember2025-01-012025-12-310001764046us-gaap:EMEAMember2024-01-012024-12-310001764046us-gaap:EMEAMember2023-01-012023-12-310001764046srt:AsiaPacificMember2025-01-012025-12-310001764046srt:AsiaPacificMember2024-01-012024-12-310001764046srt:AsiaPacificMember2023-01-012023-12-310001764046country:USus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-12-310001764046country:USus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-12-310001764046country:USus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-01-012023-12-310001764046clvt:PrepaidExpensesMember2025-12-310001764046clvt:PrepaidExpensesMember2024-12-310001764046us-gaap:OtherNoncurrentAssetsMember2025-12-310001764046us-gaap:OtherNoncurrentAssetsMember2024-12-310001764046clvt:ComputerHardwareMember2025-12-310001764046clvt:ComputerHardwareMember2024-12-310001764046us-gaap:LeaseholdImprovementsMember2025-12-310001764046us-gaap:LeaseholdImprovementsMember2024-12-310001764046clvt:FurnitureFixturesAndEquipmentMember2025-12-310001764046clvt:FurnitureFixturesAndEquipmentMember2024-12-310001764046us-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-12-310001764046us-gaap:PropertyPlantAndEquipmentOtherTypesMember2024-12-310001764046us-gaap:CustomerRelationshipsMember2025-12-310001764046us-gaap:CustomerRelationshipsMember2024-12-310001764046clvt:DatabasesAndContentMember2025-12-310001764046clvt:DatabasesAndContentMember2024-12-310001764046us-gaap:ComputerSoftwareIntangibleAssetMember2025-12-310001764046us-gaap:ComputerSoftwareIntangibleAssetMember2024-12-310001764046us-gaap:OtherIntangibleAssetsMember2025-12-310001764046us-gaap:OtherIntangibleAssetsMember2024-12-310001764046us-gaap:TradeNamesMember2025-12-310001764046us-gaap:TradeNamesMember2024-12-310001764046us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberclvt:SmallProductGroupWithinIPSegmentMember2023-01-012023-12-310001764046us-gaap:CustomerRelationshipsMember2025-01-012025-12-310001764046clvt:DatabasesAndContentMember2025-01-012025-12-310001764046us-gaap:ComputerSoftwareIntangibleAssetMember2025-01-012025-12-310001764046us-gaap:OtherIntangibleAssetsMember2025-01-012025-12-310001764046clvt:AcademiaGovernmentGroupMember2023-12-310001764046clvt:IntellectualPropertyGroupMember2023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2023-12-310001764046clvt:AcademiaGovernmentGroupMember2024-01-012024-12-310001764046clvt:IntellectualPropertyGroupMember2024-01-012024-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2024-01-012024-12-310001764046clvt:AcademiaGovernmentGroupMember2024-12-310001764046clvt:IntellectualPropertyGroupMember2024-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2024-12-310001764046clvt:AcademiaGovernmentGroupMember2025-01-012025-12-310001764046clvt:IntellectualPropertyGroupMember2025-01-012025-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2025-01-012025-12-310001764046clvt:AcademiaGovernmentGroupMember2025-12-310001764046clvt:IntellectualPropertyGroupMember2025-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2025-12-310001764046clvt:IntellectualPropertyGroupReportingUnitAndLifeSciencesAndHealthcareGroupReportingUnitMemberclvt:IntellectualPropertyGroupAndLifeSciencesAndHealthcareGroupMember2023-10-012023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2024-04-012024-06-300001764046clvt:IntellectualPropertyGroupMember2024-07-012024-09-300001764046clvt:LifeSciencesAndHealthcareGroupMember2024-10-012024-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046clvt:InterestRateSwapMaturingOctober2026AndJanuary2031Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046clvt:ForwardInterestRateSwapMaturingJanuary2030Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046clvt:InterestRateSwapMaturingOctober2026Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046clvt:InterestRateSwapMaturingJanuary2031Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046clvt:InterestRateSwapMaturingJanuary2031Entered2025Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001764046us-gaap:InterestRateSwapMember2025-01-012025-12-310001764046us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-12-310001764046us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310001764046us-gaap:ForeignExchangeContractMembersrt:MaximumMember2025-10-012025-12-310001764046us-gaap:ForeignExchangeContractMember2025-12-310001764046us-gaap:ForeignExchangeContractMember2024-12-310001764046us-gaap:ForeignExchangeContractMember2025-01-012025-12-310001764046us-gaap:ForeignExchangeContractMember2024-01-012024-12-310001764046us-gaap:ForeignExchangeContractMember2023-01-012023-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001764046us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001764046us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-12-310001764046us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2024-12-310001764046us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001764046us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001764046us-gaap:CurrencySwapMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310001764046us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentAssetsMemberus-gaap:NondesignatedMember2025-12-310001764046us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentAssetsMemberus-gaap:NondesignatedMember2024-12-310001764046us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMember2025-12-310001764046us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMember2024-12-310001764046clvt:SeniorSecuredNotes2026Member2025-12-310001764046clvt:SeniorSecuredNotes2026Member2024-12-310001764046clvt:SeniorSecuredNotes2028Member2025-12-310001764046clvt:SeniorSecuredNotes2028Member2024-12-310001764046clvt:SeniorNotes2029Member2025-12-310001764046clvt:SeniorNotes2029Member2024-12-310001764046us-gaap:RevolvingCreditFacilityMember2025-12-310001764046us-gaap:RevolvingCreditFacilityMember2024-12-310001764046clvt:TermLoanFacilityTranche1Member2025-12-310001764046clvt:TermLoanFacilityTranche1Member2024-12-310001764046clvt:TermLoanFacilityTranche2Member2025-12-310001764046clvt:SeniorSecuredNotes2026Member2025-05-012025-05-310001764046clvt:SeniorSecuredNotes2026Member2025-09-012025-09-300001764046clvt:SeniorSecuredNotes2026Memberus-gaap:SubsequentEventMember2026-01-012026-01-310001764046clvt:SeniorNotes2029AndSeniorSecuredNotes2028Member2025-01-012025-12-310001764046clvt:SeniorNotes2029Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2025-01-012025-12-310001764046clvt:SeniorSecuredNotes2028Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2025-01-012025-12-310001764046clvt:SeniorNotes2029Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2025-01-012025-12-310001764046clvt:SeniorSecuredNotes2028Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2025-01-012025-12-310001764046us-gaap:LetterOfCreditMember2025-12-310001764046us-gaap:RevolvingCreditFacilityMember2025-08-010001764046us-gaap:RevolvingCreditFacilityMember2025-12-310001764046us-gaap:RevolvingCreditFacilityMember2019-10-312019-10-310001764046clvt:FirstLienLeverageRatiosMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2019-10-312019-10-310001764046clvt:FirstLienLeverageRatiosMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2019-10-312019-10-310001764046clvt:FirstLienLeverageRatiosMemberus-gaap:RevolvingCreditFacilityMember2019-10-312019-10-310001764046clvt:FirstLienLeverageRatiosMemberclvt:TermLoanFacilityTranche2Member2019-10-312019-10-310001764046clvt:TermLoanFacilityTranche2Memberus-gaap:SecuredDebtMember2025-05-310001764046clvt:TermLoanFacilityTranche2Memberus-gaap:SecuredDebtMember2025-05-012025-05-310001764046us-gaap:FairValueInputsLevel2Member2025-12-310001764046us-gaap:FairValueInputsLevel2Member2024-12-3100017640462022-02-280001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-01-012023-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-12-310001764046us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310001764046us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310001764046us-gaap:AccumulatedTranslationAdjustmentMember2025-12-3100017640462024-06-0300017640462024-06-032024-06-030001764046clvt:IncentiveAwardPlan2019Member2025-12-310001764046clvt:IncentiveAwardPlan2019Member2024-12-310001764046us-gaap:CostOfSalesMember2025-01-012025-12-310001764046us-gaap:CostOfSalesMember2024-01-012024-12-310001764046us-gaap:CostOfSalesMember2023-01-012023-12-310001764046us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-12-310001764046us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310001764046us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310001764046srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001764046srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001764046us-gaap:PerformanceSharesMember2025-01-012025-12-310001764046srt:MinimumMemberus-gaap:PerformanceSharesMember2025-01-012025-12-310001764046srt:MaximumMemberus-gaap:PerformanceSharesMember2025-01-012025-12-310001764046us-gaap:RestrictedStockUnitsRSUMember2024-12-310001764046us-gaap:PerformanceSharesMember2024-12-310001764046us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001764046us-gaap:RestrictedStockUnitsRSUMember2025-12-310001764046us-gaap:PerformanceSharesMember2025-12-310001764046us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001764046us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001764046us-gaap:PerformanceSharesMember2024-01-012024-12-310001764046us-gaap:PerformanceSharesMember2023-01-012023-12-310001764046us-gaap:EmployeeStockOptionMember2025-12-310001764046us-gaap:EmployeeStockOptionMember2025-01-012025-12-310001764046clvt:ValueCreationPlanMember2025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:SeveranceAndRelatedBenefitCostMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2025-01-012025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2024-01-012024-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2023-01-012023-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:ExitAndDisposalCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:ExitAndDisposalCostsMember2025-01-012025-12-310001764046clvt:ExitAndDisposalCostsMember2024-01-012024-12-310001764046clvt:ExitAndDisposalCostsMember2023-01-012023-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:LeaseAbandonmentCostsMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:LeaseAbandonmentCostsMember2025-01-012025-12-310001764046clvt:LeaseAbandonmentCostsMember2024-01-012024-12-310001764046clvt:LeaseAbandonmentCostsMember2023-01-012023-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:AcademiaGovernmentGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:AcademiaGovernmentGroupMember2023-01-012023-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:IntellectualPropertyGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:IntellectualPropertyGroupMember2023-01-012023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ValueCreationPlanMember2025-01-012025-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ValueCreationPlanMember2024-01-012024-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ValueCreationPlanMember2023-01-012023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:SegmentOptimizationProgramMember2025-01-012025-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:SegmentOptimizationProgramMember2024-01-012024-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:SegmentOptimizationProgramMember2023-01-012023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2025-01-012025-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2024-01-012024-12-310001764046clvt:LifeSciencesAndHealthcareGroupMemberclvt:ProQuestAcquisitionIntegrationProgramMember2023-01-012023-12-310001764046clvt:LifeSciencesAndHealthcareGroupMember2023-01-012023-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2023-12-310001764046clvt:ExitDisposalAndAbandonmentCostsMember2023-12-310001764046clvt:ExitDisposalAndAbandonmentCostsMember2024-01-012024-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2024-12-310001764046clvt:ExitDisposalAndAbandonmentCostsMember2024-12-310001764046clvt:ExitDisposalAndAbandonmentCostsMember2025-01-012025-12-310001764046clvt:SeveranceAndRelatedBenefitCostMember2025-12-310001764046clvt:ExitDisposalAndAbandonmentCostsMember2025-12-3100017640462023-10-012023-12-310001764046clvt:USFederalMember2025-01-012025-12-310001764046clvt:USFederalMember2024-01-012024-12-310001764046clvt:USFederalMember2023-01-012023-12-310001764046clvt:USStateMember2025-01-012025-12-310001764046clvt:USStateMember2024-01-012024-12-310001764046clvt:USStateMember2023-01-012023-12-310001764046country:US2025-01-012025-12-310001764046country:DE2025-01-012025-12-310001764046country:IL2025-01-012025-12-310001764046country:MX2025-01-012025-12-310001764046country:BR2025-01-012025-12-310001764046us-gaap:InternalRevenueServiceIRSMember2025-01-012025-12-310001764046us-gaap:HerMajestysRevenueAndCustomsHMRCMember2025-01-012025-12-310001764046us-gaap:InternalRevenueServiceIRSMember2025-12-310001764046us-gaap:HerMajestysRevenueAndCustomsHMRCMember2025-12-310001764046clvt:USStateMember2025-12-310001764046clvt:AllOtherForeignJurisdictionsMember2025-12-310001764046country:IN2025-01-012025-12-310001764046country:KR2025-01-012025-12-310001764046country:ES2025-01-012025-12-310001764046country:SE2025-01-012025-12-310001764046us-gaap:ForeignTaxJurisdictionOtherMember2025-01-012025-12-310001764046clvt:WarrantAndShareBasedPaymentArrangementMember2025-01-012025-12-310001764046clvt:WarrantAndShareBasedPaymentArrangementMember2024-01-012024-12-310001764046clvt:WarrantAndShareBasedPaymentArrangementMember2023-01-012023-12-310001764046country:US2025-12-310001764046country:US2024-12-310001764046country:IN2025-12-310001764046country:IN2024-12-310001764046country:GB2025-12-310001764046country:GB2024-12-310001764046clvt:AllOtherCountriesMember2025-12-310001764046clvt:AllOtherCountriesMember2024-12-310001764046clvt:OneOfTheLargerLegalClaimsMember2023-01-012023-12-3100017640462025-10-012025-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _______
Commission File No. 001-38911
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands | Not applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
70 St. Mary Axe London EC3A 8BE United Kingdom (Address of principal executive offices) | Not applicable (Zip Code) |
Registrant’s telephone number, including area code: +44 207 4334000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Ordinary Shares, no par value | CLVT | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of ordinary shares held by non-affiliates of the registrant, based on the closing price of the ordinary shares
as reported on the New York Stock Exchange as of June 30, 2025, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $1.3 billion. Solely for purposes of this calculation, all executive officers, directors, and
holders of five percent or more of the issued and outstanding ordinary shares of the registrant are deemed “affiliates.”
The number of ordinary shares of the Company outstanding as of January 31, 2026, was 640,698,582.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference to the
registrant’s definitive proxy statement on Schedule 14A for the 2026 Annual General Meeting of Shareholders, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.
3
TABLE OF CONTENTS
Page | |
PART I | |
PART II | |
PART III | |
PART IV | |
4
Cautionary Note Regarding Forward-Looking Statements
This annual report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”
within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-
looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case,
their negative or other variations or comparable terminology. These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout this annual report and include statements regarding our
intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations,
financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking
statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning
future events impacting us. Factors that may impact such forward-looking statements include:
•our dependence on third parties, including public sources, for data, information, and other services, and our
relationships with such third parties;
•increased access to free or relatively inexpensive information sources;
•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this
competition;
•our ability to maintain high annual renewal rates;
•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance,
or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and
changing regulatory requirements;
•reductions in customers’ research budgets or government funding;
•the success of our Value Creation Plan;
•our loss of, or inability to attract and retain, key personnel;
•the effectiveness of our business continuity plans;
•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures,
investments, or dispositions;
•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences
from the international scope of our operations and our corporate and financing structure;
•our exposure to risk from having operations and employees in Israel;
•the strength of our brand and reputation;
•our level of indebtedness;
•our ability to obtain, protect, defend, or enforce our intellectual property and other proprietary rights;
•our ability to leverage artificial intelligence technologies (“AI”) in our products and services;
•our exposure to risk from the regulation of AI and other evolving technologies;
•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties
that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;
•our ability to comply with applicable data privacy and cybersecurity laws, rules, and regulations;
•our use of “open source” software in our products and services; and
•other factors beyond our control.
The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be
those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which
are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to,
those factors described in Item 1A. Risk Factors of this annual report. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable
securities laws.
5
Defined Terms and Presentation
We employ a number of defined terms in this annual report for clarity and ease of reference, which we have capitalized so
that you may recognize them as such. As used throughout this annual report, unless otherwise indicated or the context
otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated
subsidiaries.
Unless otherwise indicated, throughout this annual report, dollar and euro amounts are presented in millions, except for per
share amounts.
Website and Social Media Disclosure
We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as
routine channels of distribution of company information, including news releases, analyst presentations, and supplemental
financial information, as a means of disclosing material non-public information and for complying with our disclosure
obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to
following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of
news or announcements as part of our investor relations website. Investors and others can receive notifications of new
information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through
social media channels is incorporated into, or deemed to be a part of, this annual report or in any other report or document we
file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive
textual references only.
Industry and Market Data
The market data and other statistical information used throughout this annual report are based on industry publications and
surveys, public filings, and various government sources. Industry publications and surveys generally state that the
information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the
accuracy or completeness of the included information. Statements as to our ranking, market position, and market estimates
(including estimates of the sizes and future growth rates of our markets) are based on independent industry publications,
government publications, third-party forecasts, management’s good faith estimates and assumptions about our markets, and
our internal research. We have not independently verified such third-party information, nor have we ascertained the
underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or
completeness of such information contained in this annual report. While we are not aware of any misstatements regarding our
market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based
on various factors. See Cautionary Note Regarding Forward-Looking Statements and Item 1A. Risk Factors of this annual
report.
Trademarks and Copyrights
We own or have rights to use the trademarks, service marks, and trade names that we use in connection with the operation of
our business. Other trademarks, service marks, and trade names referred to in this annual report are, to our knowledge, the
property of their respective owners. We also own or have the rights to copyrights that protect aspects of our products and
services. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this annual report
are listed without the ®, ™, and © symbols, but we will assert, to the fullest extent under applicable law, our rights or the
rights of the applicable licensors to these trademarks, service marks, trade names, and copyrights.
6
Item 1. Business.
Clarivate Plc is a public limited company incorporated on January 7, 2019 under the laws of Jersey, Channel Islands. Our
principal business offices are located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom, and our main telephone
number is +44 207 433 4000. We maintain a registered office at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier,
Jersey JE14TR. We became a public company in May 2019, and our ordinary shares are traded on the New York Stock
Exchange under the symbol “CLVT.”
Overview
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government, Intellectual Property,
and Life Sciences & Healthcare end markets.
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data,
structured taxonomies, and analytical models that transform complex information into actionable insights powered
by a unique combination of AI-enabled software and human expertise.
•Workflow solutions. Automated, flexible software complemented by our enriched data sets and expert analysis
tailored to meet specific needs.
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-
matter expertise and global experience.
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. 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. 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.
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.
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. 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. 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. Transactional revenues include content sales (including single-document and aggregated collection sales),
consulting engagements, and other professional services such as software implementation services.
7
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.
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
Value Creation Plan with the following key focus areas in 2026:
•Accelerate AI innovation at scale. 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. 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. 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. 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.
Academia & 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. 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. 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. Building on this foundation, our Academic AI capabilities are designed to
8
simplify complex research tasks without compromising academic integrity, enabling users to work more efficiently
while remaining grounded in trusted sources. 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. 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. 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. 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.
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 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 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. 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. 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. 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. 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 customers can make smart,
patient-centric decisions and navigate roadblocks with the help of our AI-powered intelligence platforms that are fueled by
extensive and specialized therapeutic area data and contextualized insights. 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
Within the LS&H segment, we offer solutions in the following areas:
•Research and development. 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. 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. 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. We provide clients with insights to boost portfolio value and growth, accelerate path to market, maximize
commercial success, and improve patient outcomes.
Our Competition
We believe the principal competitive factors in our business include the depth, breadth, timeliness, and accuracy of database
content and analysis, the ease of use related to content delivery platforms and management software, and value for price. We
believe we compete favorably with respect to each of these factors. Although we face competition in specific markets and
with respect to specific offerings, including related to developing and implementing AI, we do not believe that we have a
direct competitor across all of the markets we serve due to the depth and breadth of our offerings.
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. 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. 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 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 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. 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. Our overarching goal is to create a strong foundation on which we can build for the
future to ensure we have career pathways and development opportunities for our talented workforce. We continue to promote
a work environment where we can be our authentic selves – respecting and celebrating our differences.
We foster a values-led culture that begins with our vision to fuel the world’s greatest breakthroughs by harnessing the power
of human ingenuity. Our mission is to advance the success of people and organizations through transformative intelligence
and trusted partnership. Our values help us achieve our goals with ambition (“We aim for greatness”), integrity (“We own our
actions”), and respect for the people around us (“We value every voice”). We provide a variety of colleague-oriented
programs and benefits to attract, retain, and develop a productive and engaged workforce.
10
As of December 31, 2025, we had more than 12,000 employees located in over 40 countries around the world. 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 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 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. Their goal is to identify a diverse,
qualified candidate pool and to provide a positive candidate experience throughout the interview and hiring process. Current
colleagues also are a key source of talent, and we have a number of opportunities enabling colleagues to thrive and advance
their careers. 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. It’s about
empowering each colleague to bring their best self to work every day and providing a range of opportunities to help them
develop the knowledge and skills they need to be successful. 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. 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. 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 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. 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.
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. We also provide paid volunteer time
off to each of our colleagues in support of the United Nations Sustainable Development Goals.
11
Available Information
Our internet address is clarivate.com and our investor relations website is ir.clarivate.com. On or through our investor
relations website, we make available, free of charge, printable copies of our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. On our website, we also make available printable copies of our Code of Conduct, Amended and Restated
Memorandum of Association, Corporate Governance Guidelines, Audit Committee Charter, Nominating and Governance
Committee Charter, Human Resources and Compensation Committee Charter, Finance Committee Charter, and other
corporate policies.
Item 1A. Risk Factors.
The following risks could materially and adversely affect our business, financial condition, results of operations, and cash
flows and, as a result, the trading price of our ordinary shares could decline. These risk factors do not identify all risks that we
face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be
immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a
reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future
periods. Investors should carefully consider all risks, including those disclosed here, before making an investment decision.
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.
Substantially all our products and services are developed using data, information, or services obtained from third-party
providers and public sources or are made available to our customers or are integrated for our customers’ use through
information and technology solutions provided by third-party service providers. We have commercial relationships with
third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors.
The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may
make us vulnerable to unpredicted price increases and unfavorable licensing terms. 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. 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.
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. Any of the foregoing risks may be exacerbated by the use of AI by us or by our competitors or third-party service
providers. 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.
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. Public sources of
free or relatively inexpensive information may reduce demand for our products and services. Competition from such free or
lower cost sources may also require us to reduce the price of some of our products and services or make additional capital
investments, which may impact our financial performance. Demand could also be reduced as a result of cost-cutting, reduced
spending, or reduced activity by customers. 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
We operate in a highly competitive industry, and we may be adversely affected by competition and other changes in our
markets.
The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving
customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our
databases, customers’ perception of our products relative to the value that they deliver, user experience, and the quality of our
overall offerings. Many of our principal competitors are established companies that have substantial financial resources,
recognized brands, technological expertise, and market experience, and these competitors sometimes have more established
positions in certain product lines and geographies than we do. 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. 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 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.
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.
For the year ended December 31, 2025, approximately 83% of our revenues were subscription-based and re-occurring
arrangements. 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. Our operating results depend on our ability to achieve and
sustain high renewal rates with acceptable pricing on our existing subscription and re-occurring arrangements. Uncertain
global economic conditions, including inflation and changing trade policies, have had and may continue to have an adverse
impact on our ability to increase our revenue results. Failure to meet one or more of our revenue objectives could have a
material adverse effect on our business, financial condition, and operating results.
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. 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 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.
Any failure to achieve successful customer acceptance of new products and services could adversely affect our business and
results of operations. Additionally, significant delays in new product or service releases or significant problems in creating
new products or services could have a material adverse effect on our business, financial condition, and operating results.
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. The level of government funding of research and
development may be increased or reduced annually, and we have seen a reduction in government funding in 2025. The
availability of government research funding has been, and may continue to be, adversely affected by policy changes,
economic conditions, and government spending reductions, including the downsizing or reduced funding of certain
government agencies. Recession, economic uncertainty, changing trade policies, or austerity have also contributed, and may
continue to contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of academic
institutions, government agencies, or life sciences and pharmaceutical companies, or changes in the spending patterns of
private or government sources that fund academic institutions, could adversely affect our business and results of operations.
Further, an extended federal government shutdown resulting from a failure to pass budget appropriations, adopt continuing
funding resolutions, or raise the debt ceiling, together with any other budgetary decisions limiting or delaying government
13
spending, could negatively impact U.S. or global economic conditions and could have a material adverse effect on our
business, financial condition, and operating results.
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. As part of this plan, we are focusing our
efforts on accelerating AI innovation at scale, strengthening commercial execution, driving efficiency and margin expansion,
and evaluating our products and services to identify opportunities to streamline our business model and market focus and
optimize capital allocation. 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. 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 ability to execute our business strategy and achieve future success depends on the continued service and efforts of our
employees, including our experts in research and analysis, as well as colleagues in sales, marketing, product development,
critical operational roles, and management, including our executive officers. 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. Our failure to develop an adequate succession plan for one or more of our executive officers or other key
personnel could deplete our institutional knowledge base and erode our competitive advantage during a transition. 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. 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.
We have established operational policies and procedures that manage the risks associated with business continuity and
recovery from potential disruptions to our business. 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. 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). Any of these or other unforeseen disruptions that we are not able to
effectively manage could have a material adverse effect on our business, financial condition, and operating results.
We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint
ventures, investments, or dispositions, including anticipated revenue and cost synergies, and costs associated with
achieving synergies or integrating such acquisitions may exceed our expectations.
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 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. If we fail to
successfully complete an intended disposition, our operations and financial results may be negatively affected. 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. If we
are unable to successfully execute on our growth strategies through organic and inorganic means, our business, financial
condition, and results of operations could be adversely affected.
14
The international scope of our operations may expose us to increased risk, and our international operations and corporate
and financing structure may expose us to potentially adverse tax consequences.
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. 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. 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.
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. 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.
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. These tax regimes may relate to corporate income taxes, withholding taxes on remittances,
payments by our partnerships or subsidiaries, withholding taxes on share-based compensation, and adverse tax consequences
of a U.S. person exceeding a particular ownership threshold in our ordinary shares, among other issues. 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.
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. 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. 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. Several countries have suspended relations with Israel and
15
additional countries may impose restrictions on doing business with Israel and companies with operations or employees in
Israel, whether as a result of ongoing instability or hostilities in the region or otherwise. In addition, there have been
increased efforts by activists to cause companies, research institutions, and consumers to boycott Israeli goods and services
and cooperation with Israeli-related entities based on Israel’s military operations (including in Gaza) and Israeli government
policies. Such actions, particularly if they become more widespread, may adversely impact our ability to engage our
customers, cooperate with research institutions, or collaborate with third parties. 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. Current or future tensions and conflicts in the Middle East could adversely affect our business, financial condition,
and results of operations.
Our brand and reputation are key assets and competitive advantages for us, and our business may be affected by how we
are perceived in the marketplace.
Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Failure to protect
the reputation of our brands may adversely impact our credibility as a trusted source of information, insights, and expertise
and may have a negative impact on our business. 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.
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.
Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate
significant cash flow in the future, which in turn is partially subject to general economic, financial, competitive, legislative,
and regulatory factors, as well as other factors that are beyond our control. We may not be able to continue generating cash
flow from operations, and future borrowings may not be available to us under our existing or any future credit facilities or
otherwise, in an amount sufficient to enable us to meet our debt obligations and to fund other liquidity needs. We may incur
substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. Such
additional indebtedness may be subject to higher borrowing costs. If we incur additional debt or other liabilities, the related
risks that we face could intensify.
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. We have also previously recorded intangible asset impairment
charges. Adverse or worsening macroeconomic or market conditions, further sustained declines in our share price and market
capitalization, or other indicators of potential impairment may trigger the need for updated impairment assessments, which
could result in future impairment charges. 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
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.
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.
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. We may choose not to obtain, maintain, protect, defend, or enforce certain rights that later turn out to be
important to our business. We cannot guarantee that our efforts to obtain, maintain, protect, defend, or enforce our intellectual
property rights are adequate or that we have secured, or will be able to secure, appropriate permissions or protections for the
intellectual property rights we use or rely on.
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. We may be unable to prevent the challenge, infringement, circumvention,
misappropriation, or other violation of our intellectual property and other proprietary rights 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.
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. Additionally, any such assignment of intellectual property rights may not be self-executing or the assignment
agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may
bring against us, to determine the ownership of what we regard as our intellectual property. Further, we cannot guarantee that
we have entered into such agreements with each party that has or may have had access to our trade secrets, confidential
information, software (including our AI tools), or other proprietary technology and, even if entered into, these agreements
may fail to effectively prevent disclosure of our proprietary or confidential rights, information, or technologies, may be
limited as to their term, or may not provide an adequate remedy in the event of unauthorized disclosure, misappropriation,
use, or other violation of our trade secrets, confidential information, and other proprietary rights or technologies.
We strive to protect our intellectual property rights by relying on foreign, federal, state, and common law rights, as well as
contractual restrictions. We typically pursue the registration of our domain names, patents, copyrights, and trademarks in the
United States and in certain jurisdictions abroad. However, effective intellectual property protection may not be available or
may not be sought in every country in which our products or services are made available, in every class of goods and services
in which we operate, and contractual disputes may affect the use of intellectual property rights governed by private contract.
We may not be able to obtain, maintain, protect, defend, or enforce our intellectual property rights in every jurisdiction in
which we operate. The legal systems of certain countries do not favor the enforcement of patents, trademarks, copyrights,
trade secrets, and other intellectual property protection, which could make it difficult for us to stop the infringement,
misappropriation, or other violation of our intellectual property or marketing of competing products in violation of our
intellectual property rights generally.
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. Any of the foregoing could adversely affect our business, financial condition,
and results of operations.
Uncertainty in the development, deployment, and use of AI in our products and services may result in operational or
reputational damage, competitive harm, liability, and additional costs, any of which could adversely affect our business,
financial condition, and results of operations.
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. If we fail to keep pace
with rapidly evolving AI technological developments, our competitive position and business results may be negatively
impacted, and there can be no assurance that our use of AI will result in our business or operations being more efficient or
profitable or otherwise result in our intended outcomes. The development, adoption, and use of AI technologies are still in
17
their formative stages and, as with many innovations, present risks, challenges, and unintended consequences that could
affect their adoption. Ineffective or inadequate AI development or deployment practices by us or third-party developers or
vendors, or actual or perceived deficiencies, inaccuracies, biases, or other flaws in our products or services, could damage our
reputation, competitive position, and business, expose us to legal liability or regulatory risk, and cause us to incur additional
costs to address any reputational, governance, ethical, data privacy, confidentiality, security, compliance, technical,
operational, legal, or competitive issues. 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.
We face risks related to the regulation of AI and other evolving technologies.
The technologies underlying AI and its uses are already subject to a variety of laws and regulations, including intellectual
property, data privacy, cybersecurity, consumer protection, competition, and equal opportunity laws and regulations, and are
expected to be subject to increased regulation and new laws and regulations or new interpretations of existing laws and
regulations. The regulatory framework related to AI use and ethics is changing rapidly, and new laws and regulations, or the
interpretation of existing laws and regulations, in jurisdictions where we operate may affect our ability to leverage AI,
increase the burden and cost of research and development and operations, and expose us to legal and regulatory risks,
government enforcement, or civil suits that impact our ability to develop, earn revenue from, or utilize any products or
services incorporating AI. 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. As we expand our products and services through
the deployment of AI technologies, we have faced, and may continue to face, shifting regulations. For example, the EU
Artificial Intelligence Act (“EU AI Act”) entered into force in August 2024 and governs AI systems that impact individuals
in the EU. New provisions of the EU AI Act took effect in August 2025 that may impact disclosure and risk management
practices by us and third-party providers with whom we have commercial relationships. Complying with, or adopting best
practices relating to, the EU AI Act and similar emerging laws may impose significant costs on our business and may
necessitate changes to certain business practices to ensure compliance. 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
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.
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. Most of our products and services are delivered electronically, and our customers rely on our ability to process
and deliver substantial quantities of information and other services on computer-based networks. Some elements of these
systems are provided by third-party providers, including critical data inputs or software received from third-party suppliers
and data systems stored on cloud-based computing infrastructure. 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. 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. Although we monitor, modify, update, and replace our
information technology systems and infrastructure, and invest in new capabilities to support the business, we cannot
guarantee that our own systems, or those operated by third parties, will always meet our current or future needs or fully
protect our operations. Additionally, upgrades or replacements can be costly and may involve factors outside our control. Any
inability to modify, upgrade, or replace these systems, or any disruption, failure, or data corruption during such efforts, could
result in service interruptions and negatively affect our business, financial condition, and results of operations.
In addition to the risks noted above, 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 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. 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. 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.
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. We do not have control over the
operations of the facilities of third-party cloud computing service or other key vendors, service providers, contactors, and
consultants that we use. 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. 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. Any contractual
protections we may have from our third-party providers may not be sufficient to adequately protect us from any such
liabilities and losses, and we may be unable to enforce any such contractual protections. Further, any insurance coverage
19
relating to cybersecurity risks may not be sufficient to provide adequate loss coverage (including if the insurer denies future
claims) and may not continue to be available to us on economically reasonable terms, or at all.
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.
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.
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. 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. 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. In
addition, all 50 states have laws that require the provision of notification for security breaches of personal information to
affected individuals, state officers, or others.
The use of data, including data sourced from third parties, in some of our products could subject us to classification or
treatment as a data broker under existing or emerging laws and regulations in the U.S. at the federal, state, and local level and
internationally. We may be required to comply with any applicable data-broker specific requirements that may evolve over
time, which could require us to modify data sourcing, processing, licensing, or retention practices, limit certain products or
data sets, or incur significant compliance and operational costs. Failure to meet applicable data broker obligations or
customer expectations could expose us to regulatory enforcement actions, fines, litigation, contractual disputes, and
reputational harm, any of which may adversely affect our business, financial condition, and results of operations.
Outside of the U.S., an increasing number of laws, rules, regulations, and industry standards apply to data privacy and
cybersecurity, such as the European Union’s General Data Protection Regulation (“GDPR”) and the UK’s Data Protection
Act 2018 as supplemented by the GDPR as implemented into UK law (collectively, “UK GDPR”), both of which impose
stringent data privacy and cybersecurity requirements, particularly related to the processing of personal data. 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. Although we have implemented policies and procedures that are designed to ensure compliance with
applicable data privacy and cybersecurity laws, rules, and regulations, the efficacy and longevity of these policies and
procedures remains uncertain. 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. Further, we could face scrutiny and adverse legal and regulatory action for any failure or perceived failure to
comply with our public privacy policies and other public statements about our data privacy and cybersecurity program. If 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.
Intellectual property litigation, including litigation related to content provided using our products and services, could
result in reputational damage and significant costs, and could adversely affect our business, financial condition, and
results of operations.
Companies in the technology industry are frequently subject to litigation based on allegations of infringement,
misappropriation, or other violations of intellectual property rights. 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. Litigation may be necessary to defend against these claims and if we fail in defending any such claims, in
addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. In addition, we may not
20
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. 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. Additionally, litigation may become necessary to enforce our intellectual property
rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Litigation
regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be
successful in defending ourselves in such matters.
Any claims successfully brought against us could subject us to significant liability for damages and we may be required to
stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be
required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay
significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required
to develop alternative non-infringing technology, which could require significant time and expense. 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. In addition, some of our agreements with third-party
partners require us to indemnify them for certain intellectual property claims against them, which could require us to incur
considerable costs in defending such claims and may require us to pay significant damages in the event of an adverse ruling.
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.
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. Certain open source licenses may, in
certain circumstances, require us to: (i) offer our products or services that incorporate the open source software for no cost;
(ii) make available source code for modifications or derivative works we create based upon, incorporating, or using the open
source software and (iii) license such modifications or derivative works under the terms of the particular open source license
or otherwise unfavorable terms. The terms of many open source licenses to which we are subject have not been interpreted by
U.S. or foreign courts, and there is a risk that open source licenses could be construed in a manner that imposes unanticipated
conditions or restrictions on our ability to provide or distribute our products or services. While we try to insulate our
proprietary software, including our AI tools, from the effects of such open source license provisions, we cannot guarantee
that we will be successful, that all open source software is reviewed prior to use in our products, that our developers have not
incorporated open source software into our products in potentially disruptive ways, or that they will not do so in the future. If
an author or other third party that distributes open source software we use were to allege that we had not complied with the
conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such
allegations. 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. This re-engineering process could require significant additional research and development resources and we
may not be able to complete it successfully on a timely basis, or at all. We could also be subject to suits by parties claiming
ownership of what we believe to be open source software. Any litigation could be costly for us to defend and could adversely
affect our business, financial condition, and results of operations.
In addition to risks related to open source license requirements, use of certain open source software may pose greater risks
than use of third-party commercial software, since open source licensors generally do not provide warranties or controls on
the origin of software or other contractual protections regarding infringement claims or the quality of the code, including with
respect to security vulnerabilities. Moreover, some open source projects have known security and other vulnerabilities and
architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an
“as-is” basis. There is typically no support available for open source software, and we cannot ensure that the authors of such
open source software will implement or push updates to address security risks or will not abandon further development and
maintenance. 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
Item 1B. Unresolved Staff Comments.
None.
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. Consequently, we are highly
sensitive to risks from cybersecurity threats to our information systems, particularly those threats that would affect our ability
to continue to provide real-time access to our database content and analysis. To mitigate these threats, we utilize the
following processes and governance structure.
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. 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”).
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 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. 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. 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. 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. 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. 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.
Management is responsible for day-to-day risk management activities, including those relating to information systems and
cybersecurity. We employ an internal chief information security officer (“CISO”) who has more than 25 years of technology
industry leadership, cybersecurity expertise, and engineering and operations experience. Our CISO and his team of certified
security subject matter experts (collectively, “Information Security”) have deep experience and expertise in cybersecurity and
lead our organizational efforts to assess and manage material risks associated with our information systems and cybersecurity
threats. Our dedicated Information Security Steering Committee regularly reviews our most significant information security
risks, strategic projects, and key performance indicators. 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
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 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.
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. We believe that our
facilities, generally used across each of our segments, are well maintained and are suitable and adequate for our current
needs.
Item 3. Legal Proceedings.
From time to time, we are a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of
our business. 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 16 - Commitments and Contingencies included in Part II, Item
8 of this annual report.
Item 4. Mine Safety Disclosures.
Not applicable.
23
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. 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. 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.
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.
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.
(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.
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.
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. On May 7, 2025, we obtained shareholder approval updating our previous shareholder share repurchase authority. The updated authority allows us
to conduct open-market purchases, as approved by 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
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.
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
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. 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. 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. 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 support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
structure.
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data,
structured taxonomies, and analytical models that transform complex information into actionable insights powered
by a unique combination of AI-enabled software and human expertise.
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert
analysis tailored to meet specific needs.
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-
matter expertise and global experience.
For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this
annual report.
Key Performance Indicators
We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted
EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure
performance, prepare financial projections, and make strategic decisions.
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance
with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to
investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.
Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.
Organic revenue growth
We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer
needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad
changes in product mix, and by geography to help us identify and address changes and revenue trends by region.
Annualized contract value
Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements
for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current
price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the
26
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of
that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business,
and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.
Our organic ACV grew 1.8% 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.
Annual renewal rate
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based
license agreements renewed during the measurement period (including the value of any product downgrades), divided by
(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement
period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal
during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and
denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual
renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional
products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not
in annual renewal rates.
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as
a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer
engagement trends, and to help analyze our historical results and prepare financial projections.
Our annual renewal rate 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. Adjusted EBITDA represents Net income (loss) before the
Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,
and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future
results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety
or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or
discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
obligations. 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.
Free cash flow
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar
measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the
ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity
or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
obligations.
We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion
related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and
Capital Resources - Cash Flows below.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires management to make significant
judgments and estimates that affect the amounts reported in the consolidated financial statements. We base our estimates on
historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review
27
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
these estimates on an ongoing basis. We consider the following accounting policies and associated estimates to be critical to
understanding our financial statements because the application of these policies requires management’s subjective or complex
judgments about the effects of matters that are inherently uncertain. These significant judgments could have a material impact
on our financial statements if actual performance should differ from historical experience or from our initial estimates, or if
our assumptions were to change. For further information about our significant accounting policies, including the policies
discussed below, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item
8 of this annual report.
Revenue Recognition
Most of our products and services are provided under agreements containing standard terms and conditions. The majority of
our revenue is derived from subscription arrangements, which generally are initially deferred and then recognized ratably
over the contract term. These arrangements typically do not require any significant judgments or estimates about when
revenue should be recognized.
A limited number of re-occurring and transaction agreements contain multiple performance obligations. 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.
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. 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.
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.
Between 2023 and 2025, we have performed the following goodwill impairment assessments, with the associated results of
each assessment:
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). 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. 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.
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. 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
28
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. 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.
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.
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.
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. Upon such an occurrence, we assess recoverability by comparing the carrying amount of the asset group
to our estimate of the future undiscounted cash flows expected to be generated by the asset group over its remaining life. We
exercise judgment in selecting the appropriate assumptions to use in the estimated future undiscounted cash flows analysis. If
the carrying amount of the asset group exceeds its estimated future cash flows, we recognize an impairment charge equal to
the amount by which the carrying amount of the asset group exceeds its fair value.
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 engage a third-party valuation expert to perform a Monte Carlo simulation that
estimates the grant date fair value for PSUs that have a market-based modifier component. We recognize compensation
expense over the vesting period of the award on a graded-scale basis, and we recognize forfeitures as they occur. Each
quarter, we estimate the number of shares that are expected to vest and adjust our expense accordingly.
Income Taxes
We recognize income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities,
and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid.
Significant judgments and estimates are required in determining the consolidated income tax expense for financial statement
purposes. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors,
including historical and projected future taxable income by tax jurisdiction, character and timing of income or loss, and
prudent and feasible tax planning strategies. We record a valuation allowance to reduce our deferred tax assets to an amount
that is more likely than not to be realized. Unforeseen future events, such as changes in market conditions and changes in tax
laws, could have a material impact on the realizability of deferred tax assets.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations
in a multitude of jurisdictions across our global operations. We record tax benefits when it is more likely than not that the
position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the
technical merits of the position. Because of the complexity of some of these uncertainties, the ultimate resolution of our
uncertain tax positions may result in a payment that is materially different from our current estimates. These differences will
be reflected as increases or decreases to income tax expense in the period in which new information is available.
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
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. | |||||||
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.
Revenues
The following tables present our revenues by type, segment, and geography, as well as the components driving the changes
between periods.
Revenues by transaction type
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. Re-occurring revenues
increased primarily due to FX translation gains. 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
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. 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.
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 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.
Cost of revenues
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed
primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content,
including royalty fees.
The decrease of 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.
Selling, general and administrative costs
Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the
production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party
professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,
and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and
other professional and consulting costs.
The decrease of 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. 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.
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
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.
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 charges during the year ended December 31, 2025 were associated with the Value Creation Plan, which began
in the fourth quarter of 2024. 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 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.
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.
Interest expense, net
The decrease of 6% compared to 2024 was primarily driven by lower interest rates on our outstanding variable-rate debt and
reduced total debt outstanding.
Provision (benefit) for income taxes
The income tax provision of $7.2 in 2025 was primarily driven by the mix of tax jurisdictions in which pre-tax profits and
losses were recognized. These were partially offset by benefits of $21.7 and $10.9 in the U.S. and U.K., respectively, that
resulted from intra-entity transactions, as well as a $7.1 benefit due to a reduction in the Base Erosion and Anti-Abuse Tax
(“BEAT”).
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.
These were partially offset by benefits of $16.6 and $14.2 associated with the impairment of intangible assets and goodwill,
respectively. 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
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. 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. 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. Our subscription-based revenue model
provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our
customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period.
Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital
management also contribute to our ability to generate solid operating cash flows.
The following table discloses our consolidated cash flows by activity for the periods presented:
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.
The increase in net cash used for investing activities was due to net inflows from acquisition and divestiture-related activity
in the prior year that did not recur in the current year, partially offset by lower capital expenditures in the current year.
The 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
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. 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. 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.
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 used the issuance proceeds to redeem $500.0 aggregate principal amount of our
outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the May 30, 2025 redemption date. To
offset the incremental interest expense impact of this refinancing, we entered into foreign currency-swap transactions that
economically reduce the interest rate by approximately 2%. In August 2025, we amended our $700.0 revolving credit facility
by increasing it to a $775.0 facility and, in September 2025, we redeemed an additional $100.0 of our outstanding Senior
Secured Notes due 2026, plus accrued and unpaid interest through the September 30, 2025 redemption date. In January 2026,
we redeemed the remaining $100.0 of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest
through the January 30, 2026 redemption date.
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 9 - Debt and Note 8 -
Derivative Instruments included in Part II, Item 8 of this annual report.
Commitments and Contingencies
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related
to our share repurchase program, capital expenditures. and other commitments in the ordinary course of business, primarily
for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our
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. 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. 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.
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. 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. Such refinancings, redemptions, repurchases, or retirements, if
any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
34
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. We maintain appropriate
insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from
litigation matters. For additional information about our legal proceedings and claims, see Note 16 - Commitments and
Contingencies included in Part II, Item 8 of this annual report.
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.
Based on our forecasts, we believe that cash flow from operations, available cash on hand, borrowing capacity, and access to
capital markets will be adequate to service debt, meet liquidity needs, and fund capital expenditures and other business plans
for both the next 12 months and the foreseeable future. Our future capital requirements will depend on many factors,
including the number of future acquisitions and the timing and extent of spending to support product development efforts. We
could be required, or could elect, to seek additional funding through public or private equity or debt financings; however,
additional funds may not be available on terms acceptable to us.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our
cash flows or the fair value of our holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk related to our transactions and our subsidiaries’ balances that are
denominated in non-U.S. dollar currencies. These currencies may continue to fluctuate, especially as a result of central bank
responses to inflation and other macroeconomic factors, and such fluctuations will affect financial statement line item
comparability.
We periodically enter into foreign currency forward contracts that generally do not exceed 180 days in duration. The purpose
of these derivative instruments is to help manage our exposure to foreign exchange rate risks. We account for these foreign
currency contracts at fair value and recognize the associated realized and unrealized gains and losses in Other operating
expense (income), net in the Consolidated Statements of Operations, as the contracts are not designated as accounting hedges
under the applicable sections of ASC Topic 815.
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.
Interest 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.
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%.
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
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page | |
36
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Clarivate Plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Clarivate Plc and its subsidiaries (the “Company”) as of
December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of
changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related
notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal
control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
37
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Annual Goodwill Impairment Assessment for the Life Sciences and Healthcare Reporting Unit
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $1,566.7 million
as of December 31, 2025, and the goodwill associated with the Life Sciences and Healthcare reporting unit was $477.8
million. Goodwill is not amortized, but instead is tested for impairment annually as of the first day of the fourth quarter, or
more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill impairment testing
is performed at the reporting unit level. Management estimates the fair value of a reporting unit using a discounted cash flow
(DCF) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. As
disclosed by management, significant judgments and estimates made in this analysis include projected revenue growth rates
and EBITDA margins, the tax rate, the terminal value and the discount rate. In the fourth quarter of 2025, management
performed its annual goodwill impairment assessment and concluded that the estimated fair value of the Life Sciences and
Healthcare reporting unit was in excess of its carrying value and therefore, no impairment charge was required.
The principal considerations for our determination that performing procedures relating to the annual goodwill impairment
assessment of the Life Sciences and Healthcare reporting unit is a critical audit matter are (i) the significant judgment by
management when developing the fair value estimate of the Life Sciences and Healthcare reporting unit; (ii) a high degree of
auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions
related to projected revenue growth rates, projected EBITDA margins, the terminal growth rate and the discount rate; and (iii)
the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment assessment, including controls over the valuation of the Life Sciences and Healthcare
reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value
estimate of the reporting unit; (ii) evaluating the appropriateness of the DCF analysis used by management; (iii) testing the
completeness and accuracy of underlying data used in the DCF analysis; and (iv) evaluating the reasonableness of the
significant assumptions used by management related to projected revenue growth rates, projected EBITDA margins, the
terminal growth rate, and the discount rate. Evaluating management’s assumptions related to projected revenue growth rates
and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable
considering (i) the current and past performance of the Life Sciences and Healthcare reporting unit; (ii) the consistency with
external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of
the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the
DCF analysis and (ii) the reasonableness of the terminal growth rate and discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 24, 2026
We have served as the Company’s auditor since 2016.
38
Consolidated Balance Sheets
As of December 31, | |||
(in millions) | 2025 | 2024 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash | $329.2 | $295.2 | |
Accounts receivable, net | 821.7 | 798.3 | |
Prepaid expenses | 94.2 | 85.9 | |
Other current assets | 64.9 | 65.2 | |
Total current assets | 1,310.0 | 1,244.6 | |
Property and equipment, net | 52.7 | 53.5 | |
Other intangible assets, net | 8,008.1 | 8,441.2 | |
Goodwill | 1,566.7 | 1,566.6 | |
Other non-current assets | 68.1 | 82.2 | |
Deferred income taxes | 17.2 | 48.5 | |
Operating lease right-of-use assets | 46.6 | 53.6 | |
Total assets | $11,069.4 | $11,490.2 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable | $150.6 | $124.5 | |
Accrued compensation | 146.7 | 119.2 | |
Accrued expenses and other current liabilities | 273.0 | 308.8 | |
Current portion of deferred revenues | 878.6 | 859.1 | |
Current portion of operating lease liability | 18.4 | 20.6 | |
Current portion of long-term debt | 101.5 | 1.3 | |
Total current liabilities | 1,568.8 | 1,433.5 | |
Long-term debt | 4,321.5 | 4,518.7 | |
Other non-current liabilities | 86.2 | 72.5 | |
Deferred income taxes | 212.1 | 273.3 | |
Operating lease liabilities | 37.9 | 53.2 | |
Total liabilities | 6,226.5 | 6,351.2 | |
Commitments and contingencies (Note 16) | |||
Shareholders' equity: | |||
Ordinary Shares, no par value; unlimited shares authorized; 640.7 and 691.4 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 12,810.6 | 12,978.8 | |
Accumulated other comprehensive loss | (453.1) | (526.3) | |
Accumulated deficit | (7,514.6) | (7,313.5) | |
Total shareholders' equity | 4,842.9 | 5,139.0 | |
Total liabilities and shareholders' equity | $11,069.4 | $11,490.2 | |
The accompanying notes are an integral part of these consolidated financial statements.
39
Consolidated Statements of Operations
Year Ended December 31, | |||||
(In millions, except per share data) | 2025 | 2024 | 2023 | ||
Revenues | $2,455.2 | $2,556.7 | $2,628.8 | ||
Operating expenses: | |||||
Cost of revenues | 833.6 | 869.2 | 906.4 | ||
Selling, general and administrative costs | 708.6 | 727.6 | 739.7 | ||
Depreciation and amortization | 757.2 | 727.0 | 708.3 | ||
Goodwill and intangible asset impairments | 15.0 | 540.7 | 979.9 | ||
Restructuring and other impairments | 50.7 | 19.6 | 40.0 | ||
Other operating expense (income), net | 18.6 | (51.8) | (10.8) | ||
Total operating expenses | 2,383.7 | 2,832.3 | 3,363.5 | ||
Income (loss) from operations | 71.5 | (275.6) | (734.7) | ||
Fair value adjustment of warrants | — | (5.2) | (15.9) | ||
Interest expense, net | 265.4 | 283.4 | 293.7 | ||
Income (loss) before income taxes | (193.9) | (553.8) | (1,012.5) | ||
Provision (benefit) for income taxes | 7.2 | 82.9 | (101.3) | ||
Net income (loss) | (201.1) | (636.7) | (911.2) | ||
Dividends on preferred shares | — | 31.3 | 75.4 | ||
Net income (loss) attributable to ordinary shares | $(201.1) | $(668.0) | $(986.6) | ||
Per share: | |||||
Basic | $(0.30) | $(0.96) | $(1.47) | ||
Diluted | $(0.30) | $(0.96) | $(1.47) | ||
Weighted average shares used to compute earnings per share: | |||||
Basic | 673.3 | 693.6 | 671.6 | ||
Diluted | 673.3 | 693.6 | 671.6 | ||
The accompanying notes are an integral part of these consolidated financial statements.
40
Consolidated Statements of Comprehensive Income (Loss)
Year Ended December 31, | |||||
(In millions) | 2025 | 2024 | 2023 | ||
Net income (loss) | $(201.1) | $(636.7) | $(911.2) | ||
Other comprehensive income (loss), net of tax: | |||||
Hedging relationships, net of tax of $(2.5), $(1.7), and $(7.2) | (8.4) | (5.5) | (21.9) | ||
Defined benefit pension plans, net of tax | (0.7) | (0.8) | (1.1) | ||
Foreign currency translation adjustment | 82.3 | (24.7) | 193.6 | ||
Other comprehensive income (loss), net of tax | 73.2 | (31.0) | 170.6 | ||
Comprehensive income (loss) | $(127.9) | $(667.7) | $(740.6) | ||
The accompanying notes are an integral part of these consolidated financial statements.
41
Consolidated Statements of Changes in Equity
Ordinary Shares | Preferred Shares | Accumulated other comprehensive loss | Accumulated deficit | Total shareholders' equity | |||||||||
(In millions) | Shares | Amount | Shares | Amount | |||||||||
Balance at December 31, 2022 | 674.4 | $11,744.7 | 14.4 | $1,392.6 | $(665.9) | $(5,658.9) | $6,812.5 | ||||||
Exercise of stock options | 0.3 | 1.6 | — | — | — | — | 1.6 | ||||||
Vesting of restricted stock units | 7.6 | — | — | — | — | — | — | ||||||
Share-based award activity | (2.4) | 94.2 | — | — | — | — | 94.2 | ||||||
Repurchase and retirement of ordinary shares | (13.8) | (100.0) | — | — | — | — | (100.0) | ||||||
Dividends to preferred shareholders | — | — | — | — | — | (75.4) | (75.4) | ||||||
Net income (loss) | — | — | — | — | — | (911.2) | (911.2) | ||||||
Other comprehensive income (loss) | — | — | — | — | 170.6 | — | 170.6 | ||||||
Balance at December 31, 2023 | 666.1 | $11,740.5 | 14.4 | $1,392.6 | $(495.3) | $(6,645.5) | $5,992.3 | ||||||
Vesting of restricted stock units | 6.7 | — | — | — | — | — | — | ||||||
Share-based award activity | (2.3) | 45.7 | — | — | — | — | 45.7 | ||||||
Conversion of preferred shares into ordinary shares | 55.3 | 1,392.6 | (14.4) | (1,392.6) | — | — | — | ||||||
Repurchase and retirement of ordinary shares | (34.4) | (200.0) | — | — | — | — | (200.0) | ||||||
Dividends to preferred shareholders | — | — | — | — | — | (31.3) | (31.3) | ||||||
Net income (loss) | — | — | — | — | — | (636.7) | (636.7) | ||||||
Other comprehensive income (loss) | — | — | — | — | (31.0) | — | (31.0) | ||||||
Balance at December 31, 2024 | 691.4 | $12,978.8 | — | $— | $(526.3) | $(7,313.5) | $5,139.0 | ||||||
Vesting of restricted stock units | 7.8 | — | — | — | — | — | — | ||||||
Share-based award activity | (2.5) | 56.3 | — | — | — | — | 56.3 | ||||||
Repurchase and retirement of ordinary shares | (56.0) | (224.5) | — | — | — | — | (224.5) | ||||||
Net income (loss) | — | — | — | — | — | (201.1) | (201.1) | ||||||
Other comprehensive income (loss) | — | — | — | — | 73.2 | — | 73.2 | ||||||
Balance at December 31, 2025 | 640.7 | $12,810.6 | — | $— | $(453.1) | $(7,514.6) | $4,842.9 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
42
Consolidated Statements of Cash Flows
Year Ended December 31, | |||||
(In millions) | 2025 | 2024 | 2023 | ||
Cash Flows From Operating Activities | |||||
Net income (loss) | $(201.1) | $(636.7) | $(911.2) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 757.2 | 727.0 | 708.3 | ||
Share-based compensation | 63.1 | 59.9 | 109.0 | ||
Restructuring and other impairments, including goodwill | 18.6 | 540.3 | 986.2 | ||
Gain on sale from divestitures | — | (54.7) | — | ||
Gain on legal settlement | — | — | (49.4) | ||
Deferred income taxes | (41.5) | 21.2 | (78.4) | ||
Amortization and write-off of debt issuance costs | 14.3 | 16.4 | 18.2 | ||
Other operating activities | 14.4 | (1.9) | 21.9 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (5.0) | 92.6 | (25.5) | ||
Prepaid expenses | (7.5) | 1.5 | 1.7 | ||
Other assets | 3.2 | (0.8) | 35.1 | ||
Accounts payable | 22.8 | (15.0) | 41.2 | ||
Accrued expenses and other current liabilities | (11.3) | 3.8 | (44.4) | ||
Deferred revenues | (2.6) | (106.2) | 20.3 | ||
Operating leases, net | (5.4) | (9.6) | (8.0) | ||
Other liabilities | 9.3 | 8.8 | (80.8) | ||
Net cash provided by operating activities | 628.5 | 646.6 | 744.2 | ||
Cash Flows From Investing Activities | |||||
Capital expenditures | (263.2) | (289.1) | (242.5) | ||
Payments for acquisitions, net of cash acquired | — | (32.0) | (5.4) | ||
Proceeds from divestitures, net of cash divested | — | 84.4 | 10.5 | ||
Net cash used for investing activities | (263.2) | (236.7) | (237.4) | ||
Cash Flows From Financing Activities | |||||
Principal payments on debt | (600.0) | (198.1) | (300.0) | ||
Proceeds from issuance of debt | 500.0 | — | — | ||
Payment of debt issuance and extinguishment costs | (9.4) | (20.1) | 0.1 | ||
Repurchases of ordinary shares | (224.5) | (200.0) | (100.0) | ||
Cash dividends on preferred shares | — | (37.7) | (75.5) | ||
Payments related to tax withholding for share-based compensation | (10.4) | (15.6) | (20.6) | ||
Other financing activities | 1.2 | 1.4 | (0.5) | ||
Net cash used for financing activities | (343.1) | (470.1) | (496.5) | ||
Effects of exchange rates | 11.8 | (15.3) | 3.6 | ||
Net change in cash and cash equivalents, including restricted cash | 34.0 | (75.5) | 13.9 | ||
Cash and cash equivalents, including restricted cash, beginning of period | 295.2 | 370.7 | 356.8 | ||
Cash and cash equivalents, including restricted cash, end of period | $329.2 | $295.2 | $370.7 | ||
Supplemental Cash Flow Information: | |||||
Cash paid for interest | $256.3 | $265.3 | $273.5 | ||
Cash paid for income tax | $42.1 | $52.9 | $42.9 | ||
The accompanying notes are an integral part of these consolidated financial statements.
43
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of
Jersey, Channel Islands.
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,
and tech-enabled services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life
Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three reportable segments, organized by the
different products and services we offer and the markets we serve. For additional information on our reportable segments, see
Note 15 - Segment Information.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications of prior period amounts have been made to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could
differ from those estimates. The most significant of these estimates relate to our asset impairment analyses and income taxes.
We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience and
other factors, including expectations of future events that we believe are reasonable under the circumstances.
Concentration of Credit Risk
Accounts receivable are the primary financial instrument that potentially subjects us to significant concentrations of credit
risk. Accounts receivable represent arrangements in which services were transferred to a customer before the customer pays
consideration or before payment is due. We do not require collateral or other securities to support customer receivables. We
perform ongoing credit evaluations of our customers and limit the amount of credit extended when deemed appropriate.
We maintain our cash and cash equivalent balances with high-quality financial institutions and consequently, we believe that
such funds are subject to minimal credit risk.
Fair Value Measurements
Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. We
utilize the following fair value hierarchy in determining fair values:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and
liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;
or other inputs that are observable or can be corroborated by observable market data.
•Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models,
discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily
convertible into cash approximate fair value because of the short-term nature of the instruments. As further discussed in Note
2 - Acquisitions and Divestitures, we have classified the contingent consideration associated with the Valipat divestiture
within Level 3 of the fair value hierarchy. As further discussed in Note 9 - Debt, we have classified our debt instruments
within Level 2 of the fair value hierarchy. We have also classified our derivative instruments described in Note 8 - Derivative
Instruments within Level 2 of the fair value hierarchy.
44
Cash and Cash Equivalents
Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of
purchase of three months or less, and includes restricted cash of $12.6 and $10.5 as of December 31, 2025 and 2024,
respectively.
Allowance for Credit Losses
We estimate credit losses for trade receivables by using a current expected credit loss model. The credit loss allowance is
determined through an analysis of historical collection experience, the aging of accounts receivable, and an evaluation of the
impact of current and projected economic conditions. Trade and other receivables are written off when there is no reasonable
expectation of recovery, such as a past due status greater than 360 days or bankruptcy of the debtor.
Property and Equipment
Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated
useful lives of the assets, as follows:
Computer hardware | 3 years | |
Furniture, fixtures, and equipment | 5 - 7 years | |
Leasehold improvements | Lesser of lease term or estimated useful life |
Repair and maintenance costs are expensed as incurred.
Internally Developed Software and Content
Internally Developed Software — Development costs related to internally generated software are capitalized once a project
has progressed to the application development stage. Costs of significant improvements or enhancements on existing software
for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage,
data conversion, and the post-implementation/operation stage of an internal-use software development project are expensed
as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software.
Purchased software is amortized over three years, which is the estimated useful life of the related software.
Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting,
and indexing are capitalized. We also capitalize internal and external costs associated with the development of product-
related software that adds functionality and improves the customer’s ability to search our content. These capitalized costs are
amortized over a two to five year useful life.
We do not capitalize any costs associated with research and development or marketing.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use
(“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance
Sheets. Our finance lease asset is included within Property and equipment, net on our Consolidated Balance Sheets (see Note
5 - Property and Equipment, Net) and the related finance lease liability is included as an item of indebtedness (see Note 9 -
Debt) on our Consolidated Balance Sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum
lease payments over the lease term at commencement date. The initial valuation of finance lease assets and liabilities is
calculated in the same way. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate
based on the information available at commencement date in determining the present value of future payments. The operating
lease ROU asset also includes initial direct costs incurred and any lease payments made before lease commencement, minus
any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis
over the lease term.
We account for lease and non-lease components as a single lease component.
Goodwill and Other Intangible Assets
We account for our business combinations using the acquisition method of accounting. We allocate the purchase price of an
acquisition to the assets acquired and liabilities assumed based on their estimated fair values. As part of this allocation
process, we identify and attribute values and estimated lives to the intangible assets acquired. The excess of the purchase
price over the fair values of identifiable assets and liabilities is recorded as goodwill.
45
Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives:
Customer relationships | 2 - 23 years |
Technology and content | 2 - 20 years |
Computer software | 5 years |
Trade names and other | 2 - 18 years |
Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first
day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
Asset Impairment Evaluation
We evaluate property and equipment, definite-lived intangible assets, and operating lease ROU assets for impairment
whenever circumstances indicate the carrying value may not be recoverable. We determine the recoverability of an asset, or a
group of assets, by comparing the carrying value to the future undiscounted cash flows that the asset is expected to generate
over its remaining life. Any impairment is measured as the difference between the carrying value and the fair value of the
asset.
Goodwill impairment testing is performed at the reporting unit level. For goodwill impairment testing purposes, we have
determined that our business segments are our reporting units. As part of our annual goodwill impairment testing, we have
the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying value. If we bypass the qualitative assessment, or if the qualitative assessment indicates that
quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a
reporting unit with its carrying amount, including goodwill. We estimate the fair value of a reporting unit using a discounted
cash flow (“DCF”) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-
adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth
rates.
Our indefinite-lived intangible assets are related to trade names. Similar to goodwill, as part of our annual indefinite-lived
intangible asset impairment testing, we have the option to first perform qualitative testing by evaluating whether any events
and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If
we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is
required. If we choose not to complete a qualitative assessment, or if the qualitative assessment indicates that a quantitative
analysis should be performed, we estimate the fair value of the indefinite-lived asset by using the relief-from-royalty method
based on the present value of estimated future cash flows that the indefinite-lived asset is expected to generate in the future.
Any impairment charge is recognized in full in the reporting period in which it has been identified. For discussion of the
analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, Net and Goodwill and Note 12 -
Restructuring and Other Impairments.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
Income Taxes
We recognize income taxes under the asset and liability method. Deferred income tax assets and liabilities arise from
temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements,
which will result in taxable or deductible amounts in the future. Deferred income tax assets and liabilities are recorded at the
enacted tax rate expected to apply to the temporary difference when settled or realized. We record U.S. tax expense resulting
from Global Intangible Low Taxed Income (“GILTI”) as a current period expense.
In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors. Evidence
considered includes historical and projected future taxable income by tax jurisdiction, character and timing of income or loss,
46
and prudent and feasible tax planning strategies. We record a valuation allowance to reduce deferred tax assets to the net
realizable value that is more likely than not to be realized.
We record tax benefits when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount of tax
benefit recorded is the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. We then
record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken on a tax
return. Uncertain tax positions are reassessed quarterly and liabilities for unrecognized tax benefits are adjusted when our
judgment changes as a result of the evaluation of new information, such as developments in case law, new regulations or tax
law, or changes in the status of ongoing audits. These adjustments will be reflected as increases or decreases to income tax
expense in the period in which new information is available. Accrued interest and penalties related to unrecognized tax
benefits are included within the Provision (benefit) for income taxes in the Consolidated Statements of Operations.
Revenue Recognition
We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional
sales that are typically quoted on a product, data set, or project basis.
•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which
we license the right to use our products to our customers or provide maintenance services over a contractual term.
We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements,
we generally invoice customers annually at the beginning of each annual coverage period. Cash received or
receivable in advance of completing the performance obligations is included in deferred revenue. We recognize
subscription revenue ratably over the contract term as the access or service is provided.
•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP
segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions
around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us
on a regular basis to ensure their intellectual property rights remain protected. These contracts typically include
evergreen clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.
•Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project
basis. Transactional revenues include content sales (including single-document and aggregated collection sales),
consulting engagements, and other professional services such as software implementation services. We typically
invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related
performance obligations.
When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance
obligation in proportion to the standalone selling price of each performance obligation. The standalone selling price is
typically determined by reference to our standard price lists and is a reflection of our normal pricing practices when sold
separately with consideration of market conditions and other factors, including customer demographics and geographic
location. Discounts applied to the contract are allocated based on the same proportion of standalone selling prices.
For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction
by considering factors such as control of the specified goods or services before they are transferred to the customer,
fulfillment responsibility, collection risk, and discretion in establishing price. If we determine that we control the good or
service before it is transferred to the customer, we recognize revenue on a gross basis. Conversely, if we determine that we do
not control the good or service before it is transferred to the customer, we recognize revenue on a net basis.
We pay commissions to sales colleagues for obtaining new customers and renewing contracts with existing customers. We
treat these commission costs as costs to obtain a contract and are therefore considered contract assets. We capitalize certain of
these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs
are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations. The
amortization period is between one and seven years based on the estimated length of the customer relationship.
Share-based Compensation
We recognize compensation expense for share-based awards based on grant date fair value. The fair value of restricted share
units (“RSUs”) is based on the fair value of our common shares on the date of grant, and we use a Monte Carlo simulation to
determine the fair value of our performance share units (“PSUs”) at grant date. We use the graded vesting method to amortize
the value of share-based awards to expense. We recognize forfeitures as they occur.
47
Defined Contribution Plans
Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs
for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to
defined contribution plans was $39.7, $37.3, and $34.9 for the years ended December 31, 2025, 2024, and 2023, respectively,
which approximates the cash outlays related to the plans.
Restructuring
Restructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract
termination costs, and other costs associated with an exit or disposal activity. Involuntary termination benefits are recognized
within restructuring charges at the time that the program was approved and all necessary communications were made. The
liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The
corresponding expenses are recorded within Restructuring and other impairments in the Consolidated Statements of
Operations. For further details, see Note 12 - Restructuring and Other Impairments.
Legal Costs
Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal
matter giving rise to the estimated legal costs. We reassess the sufficiency of the accrual each reporting period.
Other Operating Expense (Income), Net
Other operating expense (income), net consisted of the following:
Year Ended December 31, | ||||||
2025 | 2024 | 2023 | ||||
Gain on sale from divestitures | Note 2 | $— | $(54.7) | $— | ||
Gain on legal settlement | Note 16 | — | — | (49.4) | ||
Net foreign exchange loss | 34.9 | 4.2 | 38.9 | |||
Miscellaneous, net | (16.3) | (1.3) | (0.3) | |||
Total | $18.6 | $(51.8) | $(10.8) | |||
Foreign Currency Translation
The operations of each of our entities are measured using the currency of the primary economic environment in which the
subsidiary operates (“functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the
local currency are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the
average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation
adjustments are included as a component of Accumulated other comprehensive loss in the accompanying Consolidated
Balance Sheets.
Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted
average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income
(loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted
average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS
reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated
using the treasury stock method.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote
disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in
this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after
December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are
currently assessing the impact of this update on our financial statement disclosures.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,
which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The
practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the
remaining life of the asset when measuring credit losses. The amendments in this update are effective for fiscal years,
48
including interim reporting periods, beginning after December 15, 2025, with early adoption permitted. We are currently
assessing the impact of this update on our financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,
which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The
update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are
effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption
permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a
prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our
financial statements and related disclosures.
Note 2: Acquisitions and Divestitures
2024 Divestiture of ScholarOne
In the fourth quarter of 2024, in connection with focusing our efforts on our core A&G business assets, we sold our
ScholarOne product group for net cash proceeds of $103.6. As a result of the divestiture, we recognized a gain of $69.5,
which is included in Other operating expense (income), net in the Consolidated Statements of Operations for the year ended
December 31, 2024.
2024 Divestiture of Valipat
In the second quarter of 2023, we agreed to sell Valipat, a small product group within our IP segment, for $33.8, payable in
annual installments over ten years. The transaction closed in April 2024, and we recognized a loss of $14.8, included in Other
operating expense (income), net in the Consolidated Statements of Operations for the year ended December 31, 2024.
Prior to classifying Valipat as held-for-sale in the second quarter of 2023, the assets to be sold consisted almost entirely of
customer relationship intangible assets. These assets were reduced to an estimated fair value of $26.1 based on the present
value of the consideration to be received over ten years. The resulting impairment charge of $132.2 is included in Goodwill
and intangible asset impairments in the Consolidated Statements of Operations for the year ended December 31, 2023.
As of December 31, 2025, the fair value of the related contingent consideration receivable was $30.8, net of cash receipts,
reported primarily within Other non-current assets in the Consolidated Balance Sheets. We remeasure this receivable on a
recurring basis using Level 3 inputs, specifically discounted revenue projections.
Note 3: Revenues
We disaggregate our revenues by transaction type, by segment (see Note 15 - Segment Information), and by geography.
The following table presents revenues by transaction type, based on revenue recognition pattern:
The following table presents revenues by geography, based on customer location:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Americas | $1,303.0 | $1,381.4 | $1,405.5 | ||
EMEA | 654.8 | 667.8 | 707.5 | ||
APAC | 497.4 | 507.5 | 515.8 | ||
Revenues | $2,455.2 | $2,556.7 | $2,628.8 | ||
For the years ended December 31, 2025, 2024, and 2023, approximately 49%, 50%, and 49% of our revenues were attributed
to customers in the U.S., respectively. No other country accounted for more than 10% of our revenues.
49
As of December 31, 2025 and 2024, the capitalized amount of sales commissions included within Prepaid expenses was
$15.2 and $15.4, respectively, and the capitalized amount included in Other non-current assets was $18.7 and $21.4,
respectively. We have not recorded any impairments against these capitalized commission costs.
The following table presents our contract balances:
December 31, | |||
2025 | 2024 | ||
Accounts receivable, net | $821.7 | $798.3 | |
Current portion of deferred revenues | $878.6 | $859.1 | |
Non-current portion of deferred revenues | $17.0 | $16.6 | |
During the year ended December 31, 2025, we recognized revenues of $737.8 attributable to deferred revenues recorded at
the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.
Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the
Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the right to use
our products or provide maintenance services over a contractual term, generally one year or less.
Note 4: Accounts Receivable
Our Accounts receivable, net balance consisted of the following:
December 31, | |||
2025 | 2024 | ||
Accounts receivable | $833.6 | $814.5 | |
Accounts receivable allowance | (11.9) | (16.2) | |
Accounts receivable, net | $821.7 | $798.3 | |
The change in our accounts receivable allowance related to the following activity during each of the years presented:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Balance at beginning of year | $16.2 | $26.6 | $27.1 | ||
Additional provisions | 2.7 | 3.2 | 7.0 | ||
Write-offs | (7.9) | (12.9) | (9.3) | ||
Exchange rate change | 0.9 | (0.7) | 1.8 | ||
Balance at end of year | $11.9 | $16.2 | $26.6 | ||
Note 5: Property and Equipment, Net
Property and equipment, net consisted of the following:
December 31, | |||
2025 | 2024 | ||
Computer hardware | $77.1 | $64.3 | |
Leasehold improvements | 21.3 | 21.6 | |
Furniture, fixtures, and equipment | 44.4 | 46.6 | |
Finance lease | 8.0 | 8.0 | |
Other | 2.3 | 2.2 | |
Property and equipment, gross | $153.1 | $142.7 | |
Accumulated depreciation | (100.4) | (89.2) | |
Property and equipment, net | $52.7 | $53.5 | |
Depreciation expense was $21.9, $19.0, and $23.2 for the years ended December 31, 2025, 2024 and 2023, respectively.
50
Note 6: Other Intangible Assets, Net and Goodwill
Other intangible assets, net
The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible
assets by major class:
December 31, 2025 | December 31, 2024 | ||||||||||
Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||
Customer relationships | $7,828.2 | $(1,875.4) | $5,952.8 | $7,773.9 | $(1,515.9) | $6,258.0 | |||||
Technology and content | 2,832.2 | (1,453.1) | 1,379.1 | 2,748.8 | (1,204.6) | 1,544.2 | |||||
Computer software | 1,252.1 | (758.8) | 493.3 | 1,060.6 | (609.2) | 451.4 | |||||
Trade names and other | 89.3 | (63.3) | 26.0 | 88.4 | (57.7) | 30.7 | |||||
Definite-lived intangible assets | $12,001.8 | $(4,150.6) | $7,851.2 | $11,671.7 | $(3,387.4) | $8,284.3 | |||||
Indefinite-lived trade names | 156.9 | — | 156.9 | 156.9 | — | 156.9 | |||||
Other intangible assets, net | $12,158.7 | $(4,150.6) | $8,008.1 | $11,828.6 | $(3,387.4) | $8,441.2 | |||||
Amortization expense related to intangible assets was $735.3, $708.0, and $685.1 during the years ended December 31, 2025,
2024, and 2023, respectively.
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 connection with the Valipat divestiture and related assets and liabilities held-for-sale as of December 31, 2023 (see Note 2
- Acquisitions and Divestitures for further details), we recorded an intangible assets impairment charge of $132.2 during the
year ended December 31, 2023, primarily associated with purchase-related customer relationships.
As of December 31, 2025, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible
assets, by major class and in total, was as follows:
As of December 31, 2025, estimated future amortization expense related to definite-lived intangible assets was as follows:
51
Goodwill
The change in the carrying amount of Goodwill by segment was as follows:
A&G | IP | LS&H | Total Consolidated | ||||
Balance as of December 31, 2023 | $1,109.8 | $— | $913.9 | $2,023.7 | |||
Acquisition | — | 13.8 | 15.8 | 29.6 | |||
Goodwill impairment | — | (13.8) | (451.9) | (465.7) | |||
Divestiture(1) | (20.6) | (20.6) | |||||
Impact of foreign currency fluctuations | (0.4) | — | — | (0.4) | |||
Balance as of December 31, 2024 | $1,088.8 | $— | $477.8 | $1,566.6 | |||
Impact of foreign currency fluctuations | 0.1 | — | — | 0.1 | |||
Balance as of December 31, 2025 | $1,088.9 | $— | $477.8 | $1,566.7 | |||
(1) Related to the ScholarOne divestiture and its allocated portion of the A&G segment reporting unit’s goodwill balance. For further details, see Note 2 - Acquisitions and Divestitures. | |||||||
In 2025, 2024, and 2023, we completed quantitative goodwill impairment assessments using a DCF analysis to estimate the
fair value of each of our reporting units. For additional information related to our goodwill impairment testing policy and
procedures, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies.
In the fourth quarter of 2023, we performed our annual goodwill impairment assessment and determined that the carrying
value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in a goodwill impairment
charge of $847.7. The impairments were primarily due to worsening macroeconomic and market conditions.
In the second quarter of 2024, primarily due to sustained declines in our share price, we determined that it was appropriate to
perform an interim quantitative goodwill impairment assessment and concluded that the estimated fair value of the A&G
reporting unit was substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying
value exceeded its fair value; consequently, we recorded a goodwill impairment charge of $302.8.
In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP reporting unit.
We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying
value based on the results of our second quarter 2024 interim quantitative impairment assessment.
In the fourth quarter of 2024, we performed our annual goodwill impairment assessment and, while the estimated fair value
decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit continued to be
substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying value exceeded its fair
value; consequently, we recorded a goodwill impairment charge of $149.1. The impairment was primarily due to sustained
declines in our share price.
In the fourth quarter of 2025, we performed our annual goodwill impairment assessment and concluded that the estimated fair
values of the A&G and LS&H reporting units were in excess of their respective carrying values and therefore, no impairment
charge was required. We continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to
evaluate for potential triggering events, which events may occur in an interim period. If we determine that a triggering event
has occurred, we update our impairment assessment by reviewing and potentially changing assumptions and estimates, which
could result in future impairment charges.
Note 7: Leases
We currently lease office space and certain equipment under non-cancelable operating lease agreements. We also have one
financing lease for office space. Some of our leases include renewal options, which we do not consider with respect to the
lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and
we are not reasonably certain we will exercise the renewal options.
The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information
related to our lease arrangements:
52
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Lease Cost | |||||
Operating lease cost | $20.5 | $20.2 | $22.4 | ||
Variable and short-term lease cost | 6.4 | 4.8 | 6.0 | ||
Finance lease cost | 2.5 | 2.4 | 2.6 | ||
Total lease cost | $29.4 | $27.4 | $31.0 | ||
Supplemental Cash Flow Disclosures | |||||
Cash paid for amounts included in measurement of lease liabilities: | |||||
Operating cash flows for operating leases | $26.7 | $30.3 | $31.9 | ||
Operating cash flows for finance leases | 2.0 | 2.1 | 2.1 | ||
Financing cash flows for finance leases | 1.3 | 1.2 | 1.0 | ||
Right-of-use assets obtained in exchange for lease obligations: | |||||
Operating leases | $8.0 | $16.8 | $16.2 | ||
Other Information | |||||
Weighted-average remaining lease term: | |||||
Operating leases | 4 | 5 | 5 | ||
Finance leases | 11 | 12 | 13 | ||
Weighted-average discount rate: | |||||
Operating leases | 6.5% | 6.2% | 5.2% | ||
Finance leases | 6.9% | 6.9% | 6.9% | ||
The following table presents an analysis of our lease liability maturities as of December 31, 2025:
Year Ending December 31, | Operating Leases | Finance Leases | ||
2026 | $21.3 | $3.4 | ||
2027 | 15.3 | 3.4 | ||
2028 | 8.5 | 3.5 | ||
2029 | 7.2 | 3.6 | ||
2030 | 4.6 | 3.7 | ||
Thereafter | 7.7 | 22.6 | ||
Total undiscounted cash flows | $64.6 | $40.2 | ||
Present value: | ||||
Current lease liabilities | 18.4 | 1.5 | ||
Non-current lease liabilities | 37.9 | 26.6 | ||
Total lease liabilities | $56.3 | $28.1 | ||
Interest on lease liabilities | $8.3 | $12.1 |
Note 8: Derivative Instruments
We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use
derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to
help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk.
We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and
the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level
2 of the fair value hierarchy.
Cash flow hedges
We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows related to
interest payments on our outstanding term loans. These swaps are designated as cash flow hedges of the risk associated with
floating interest rates on designated future monthly interest payments. We determine the fair value of our interest rate swaps
by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,
using discount factors based on interest rate yield curves.
53
As of December 31, 2025, we have outstanding interest rate swaps with an aggregate notional value of $1,756.9. This amount
includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence on the
October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:
Type | Notional Value | Effective Date | Maturity Date | |||
Swaps entered May 2023 | $739.2 | May 2023 | October 2026 | |||
Swaps entered June 2025 | 402.7 | June 2025 | January 2031 | |||
Swap entered December 2025 | 115.0 | December 2025 | January 2031 | |||
Forward-starting swaps entered Aug 2025 | 500.0 | October 2026 | January 2030 | |||
Total | $1,756.9 |
Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets,
with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are reclassified to Interest
expense, net in the same period during which the hedged transactions affect earnings. As of December 31, 2025, we estimate
that approximately $2.1 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings
within the next 12 months. For additional information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.
Fair value hedges
In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0, maturing
in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest
expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based
on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the
remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the
remaining cash flows in the valuation currency.
Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and
are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.
Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are
reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 10 -
Shareholders' Equity.
Net investment hedge
In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency
exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this
swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot
rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the
life of the swap.
Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency
translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will
be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional
information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.
Derivatives not designated as accounting hedges
We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our
exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of December 31, 2025
and December 31, 2024, the notional amount of our outstanding foreign currency forward contracts was $162.1 and $91.1,
respectively.
We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each
reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the
current month-end exchange rate to the notional value of the trade using the trade date exchange rate.
The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),
net. We recognized a (gain) loss from the fair value adjustment of $(2.2), $2.3 and $(0.8) for the years ended December 31,
2025, 2024, and 2023, respectively.
The following table provides the location and the fair value of our derivative instruments in the Consolidated Balance Sheets
as of December 31, 2025 and December 31, 2024:
54
Balance Sheet Location | December 31, 2025 | December 31, 2024 | |||
Cash flow hedging relationships: | |||||
Interest rate swaps | Other current assets | $3.2 | $— | ||
Interest rate swaps | Other non-current assets | 1.8 | 14.7 | ||
Interest rate swaps | Other non-current liabilities | 3.6 | — | ||
Fair value hedging relationships: | |||||
Cross-currency swaps | Other non-current liabilities | 5.8 | — | ||
Net investment hedge: | |||||
Cross-currency swap | Other non-current assets | — | 3.7 | ||
Cross-currency swap | Accrued expenses and other current liabilities | 8.0 | — | ||
Not designated as accounting hedges: | |||||
Foreign currency forwards | Other current assets | 1.2 | — | ||
Foreign currency forwards | Accrued expenses and other current liabilities | 0.1 | 1.1 | ||
Total derivative assets | $6.2 | $18.4 | |||
Total derivative liabilities | $17.5 | $1.1 |
Note 9: Debt
The following table summarizes our total indebtedness:
December 31, 2025 | December 31, 2024 | |||||||||
Type | Maturity | Effective Interest Rate | Carrying Value | Effective Interest Rate | Carrying Value | |||||
Senior Secured Notes | 2026 | 4.500% | $100.0 | 4.500% | $700.0 | |||||
Senior Secured Notes | 2028 | 3.875% | 921.2 | 3.875% | 921.2 | |||||
Senior Notes | 2029 | 4.875% | 921.4 | 4.875% | 921.4 | |||||
Revolving Credit Facility | 2029 | 6.466% | — | 7.107% | — | |||||
Term Loan Facility (Tranche 1) | 2031 | 6.466% | 1,999.2 | 7.107% | 1,999.2 | |||||
Term Loan Facility (Tranche 2) | 2031 | 6.966% | 500.0 | —% | — | |||||
Finance lease | 2036 | 6.936% | 28.1 | 6.936% | 29.3 | |||||
Total debt outstanding | $4,469.9 | $4,571.1 | ||||||||
Debt discounts and issuance costs | (46.9) | (51.1) | ||||||||
Current portion of long-term debt(1) | (101.5) | (1.3) | ||||||||
Long-term debt | $4,321.5 | $4,518.7 | ||||||||
(1) $100.0 relates to the Senior Secured Notes due November 2026. | ||||||||||
Senior Secured Notes (2026)
In May 2025, we used the proceeds from the incremental Tranche 2 term loans under the Credit Facilities (described below)
to redeem $500.0 aggregate principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid
interest through the May 30, 2025 redemption date. In September 2025, we redeemed an additional $100.0 aggregate
principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September
30, 2025 redemption date, and in January 2026, we redeemed the remaining $100.0 aggregate principal amount, plus accrued
and unpaid interest through the January 30, 2026 redemption date.
Interest on the Senior Secured Notes due 2026 was payable semi-annually to holders of record on May 1 and November 1 of
each year. The Senior Secured Notes due 2026 were secured on a first-lien pari passu basis with borrowings under our credit
facilities and Senior Secured Notes due 2028. These Notes were guaranteed on a joint and several basis by each of our
indirect subsidiaries that was an obligor or guarantor under our credit facilities and were secured on a first-priority basis by
55
the collateral owned or subsequently acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secured
the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).
Senior Notes (2029) and Senior Secured Notes (2028)
Interest on the Senior Notes due 2029 and Senior Secured Notes due 2028 is payable semi-annually to holders of record on
June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with
borrowings under our credit facilities. Both series of Notes are guaranteed on a joint and several basis by each of our indirect
subsidiaries that is an obligor or guarantor under our credit facilities.
The Senior Notes due 2029 and Senior Secured Notes due 2028 are subject to redemption as a result of certain changes in
control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at our
election, both series of Notes may be redeemed during the 12 month period commencing on June 30 of each of the years
based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.
Redemption Price (as a percentage of principal) | ||||
Period | Senior Notes (2029) | Senior Secured Notes (2028) | ||
2025 | 101.219% | 100.969% | ||
2026 and thereafter | 100.000% | 100.000% | ||
The indentures governing these Notes contain covenants which, among other things, limit the incurrence of additional
indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making
restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision
of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the
transfer or sale of assets, and the creation of certain liens. As of December 31, 2025, we were in compliance with all of the
indenture covenants.
The Credit Facilities
We have a revolving credit facility and a term loan facility (together, the “Credit Facilities”), as further described below. The
Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and
certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities,
subject to customary exceptions. The credit agreement governing the Credit Facilities contains customary events of default
and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred
stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate
transactions, or incurring certain liens.
The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be
accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material
inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the
Senior Secured Notes due 2028 and the Senior Notes due 2029), voluntary and involuntary bankruptcy proceedings, material
money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change
of control events, and other customary events of default, in each case subject to threshold, notice, and grace period
provisions.
We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage
ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2025, we were in compliance with the
covenants for the credit facilities.
Revolving Credit Facility (2029)
Our $775.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit
of $77.0). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to its
maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior
Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original
maturity date).
In August 2025, we increased the availability under our revolving credit facility from $700.0 to $775.0. All other terms
related to the revolving credit facility were substantively unchanged. As of December 31, 2025, letters of credit totaling $6.5
were collateralized by the revolving credit facility.
56
The revolving credit facility carries a base interest rate at Term SOFR, plus 3.25% per annum (which decreases to 3.00% or
2.75% per annum upon the achievement of certain first lien leverage ratios as defined in the credit agreement governing the
Credit Facilities). The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum,
based on first lien leverage ratios) times the unutilized amount of total revolving commitments.
Term Loan Facility (2031)
Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a
base interest rate at Term SOFR, plus 2.75% per annum. In May 2025, we entered into an incremental $500.0 tranche of term
loans. These Tranche 2 term loans carry a base interest rate at Term SOFR, plus 3.25% per annum. The issuance proceeds
were used to redeem a portion of the Senior Secured Notes due 2026 described above.
The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due
to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market
observable data for debt with similar prepayment features. The fair value of our debt was $4,369.9 and $4,423.2 at December
31, 2025 and December 31, 2024, respectively, and is considered Level 2 under the fair value hierarchy.
Amounts due under our outstanding borrowings as of December 31, 2025 are as follows:
Note 10: Shareholders' Equity
Share Repurchase Program
In February 2022, the Board approved the purchase of up to $1,000.0 of our ordinary shares through open-market purchases,
to be executed through December 31, 2023. In May 2023, the Board approved the extension of the share repurchase
authorization, but reduced the authorization from $1,000.0 to $500.0, to be executed through December 31, 2024. 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.
During the year ended December 31, 2023, we repurchased approximately 13.8 million ordinary shares for $100.0 at an
average price of $7.22 per share. During the year ended December 31, 2024, we repurchased approximately 34.4 million
ordinary shares for $200.0 at an average price of $5.81 per share. During the year ended December 31, 2025, we repurchased
approximately 56.0 million ordinary shares for $224.5 at an average price of $4.01 per share. All repurchased shares were
immediately retired and restored as authorized but unissued ordinary shares.
Accumulated Other Comprehensive Loss (“AOCL”)
The table below provides information about the changes in AOCL by component and the related amounts reclassified to net
earnings during the periods indicated (net of tax).
57
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2022 | $38.1 | $1.5 | $(705.5) | $(665.9) | |||
Other comprehensive income (loss) before reclassifications | 14.9 | (1.1) | 194.2 | 208.0 | |||
Reclassifications from AOCL to net earnings | (36.8) | — | (0.6) | (37.4) | |||
Net other comprehensive income (loss) | (21.9) | (1.1) | 193.6 | 170.6 | |||
Balance as of December 31, 2023 | $16.2 | $0.4 | $(511.9) | $(495.3) | |||
Other comprehensive income (loss) before reclassifications | 16.1 | (0.8) | (40.4) | (25.1) | |||
Reclassifications from AOCL to net earnings | (21.6) | — | 15.7 | (5.9) | |||
Net other comprehensive income (loss) | (5.5) | (0.8) | (24.7) | (31.0) | |||
Balance as of December 31, 2024 | $10.7 | $(0.4) | $(536.6) | $(526.3) | |||
Other comprehensive income (loss) before reclassifications | 3.1 | (0.7) | 83.2 | 85.6 | |||
Reclassifications from AOCL to net earnings | (11.5) | — | (0.9) | (12.4) | |||
Net other comprehensive income (loss) | (8.4) | (0.7) | 82.3 | 73.2 | |||
Balance as of December 31, 2025 | $2.3 | $(1.1) | $(454.3) | $(453.1) | |||
(1) Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the year ended December 31, 2025, also includes the excluded component of our cross-currency swaps designated as fair value hedges. Refer to Note 8 - Derivative Instruments for further information. | |||||||
(2) Includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to USD, as well as amounts related to our cross- currency swap designated as a net investment hedge. | |||||||
Conversion of Preferred Shares into Ordinary Shares
On June 3, 2024, all 14.4 million outstanding shares of our 5.25% Series A Mandatory Convertible Preferred Shares
(“MCPS”) automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS
share. All accumulated preferred dividends were paid prior to the conversion.
Note 11: Share-based Compensation
We grant share-based awards under the Clarivate Plc 2019 Incentive Award Plan (“the Plan”). A maximum aggregate amount
of 85.0 million ordinary shares are reserved for issuance under the Plan. The Plan provides for the issuance of options, share
appreciation rights, restricted shares, restricted share units, and cash awards. As of December 31, 2025 and 2024,
approximately 32.1 million and 20.7 million shares, respectively, of our ordinary shares were available for share-based
awards.
Total share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, comprised the following:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Cost of revenues | $17.4 | $14.6 | $39.9 | ||
Selling, general and administrative costs | 45.6 | 46.0 | 69.0 | ||
Total share-based compensation expense | $63.0 | $60.6 | $108.9 | ||
Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Provision (benefit) for income taxes | $(1.8) | $(2.2) | $(8.7) | ||
RSUs and PSUs
RSUs typically vest from one to three years under a graded vesting method. RSUs do not have nonforfeitable rights to
dividends or dividend equivalents. The fair value of RSUs is based on the fair value of our common shares on the date of
grant.
PSUs typically either cliff vest over three years or vest ratably between three and five years. Payout percentages are based on
accomplishing certain levels of growth and profitability, subsequently adjusted for our total shareholder return (“TSR”)
compared to the TSR of the S&P 500. We use a Monte Carlo simulation to determine the fair value of our PSUs at grant date.
58
Each quarter, we evaluate the likelihood that the performance criteria will be met. As the number of PSUs expected to vest
increases or decreases, compensation expense is also adjusted up or down to reflect the number of shares expected to vest and
the cumulative vesting period met to date.
A summary of RSU and PSU activity for the year ended December 31, 2025, is presented below:
Year Ended December 31, 2025 | |||||||
RSUs | RSUs Weighted Average Grant Date Fair Value | PSUs | PSUs Weighted Average Grant Date Fair Value | ||||
Outstanding at December 31, 2024 | 12.3 | $8.27 | 4.0 | $10.48 | |||
Granted | 18.4 | 4.14 | 2.9 | 4.68 | |||
Vested | (7.2) | 8.41 | (0.6) | 10.91 | |||
Forfeited | (2.6) | 5.63 | (1.3) | 9.03 | |||
Outstanding at December 31, 2025 | 20.9 | $4.91 | 5.0 | $7.39 | |||
Total remaining unamortized compensation costs | $41.1 | $20.4 | |||||
Weighted average remaining service period | 1.0 years | 1.6 years | |||||
The 2025, 2024, and 2023 weighted average grant date fair value for RSUs was $4.14, $6.89, and $10.34 and for PSUs was
$4.68, $7.77, and $13.55, respectively.
For the years ended December 31, 2025, 2024, and 2023, the fair value of RSUs vested was $30.3, $45.3, and $62.4,
respectively, and the fair value of PSUs vested was insignificant.
Stock Options
No stock option awards have been granted to plan participants since 2019. As of December 31, 2025 and 2024, there was no
unrecognized compensation cost related to outstanding stock options. As of December 31, 2025, we have 0.6 million options
vested and exercisable at a weighted average exercise price per share of $11.71 with a weighted-average remaining
contractual life of 1.6 years.
Note 12: Restructuring and Other Impairments
We have engaged in various restructuring programs to strengthen our business and streamline our operations, including
taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:
•Value Creation Plan - During the fourth quarter of 2024, we approved a broad-based plan to optimize our business
model, which includes a cost rationalization component. We have extended this program to include additional
reductions in force and lease rationalization activities in 2026. We expect to incur approximately $25 of additional
costs associated with this plan, primarily in 2026.
•Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational
costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in
workforce. This program is complete.
•ProQuest Acquisition Integration - During the fourth quarter of 2021, we approved a restructuring plan to reduce
operational costs within targeted areas of the Company, with the primary cost savings driver being from a reduction
in workforce. This program is complete.
59
The following table summarizes the pre-tax charges by activity and program during the periods indicated:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Severance and related benefit costs: | |||||
Value Creation Plan | $48.5 | $0.5 | $— | ||
Segment Optimization | 0.4 | 19.9 | 13.4 | ||
ProQuest Acquisition Integration | — | (0.1) | 16.7 | ||
Total Severance and related benefit costs | 48.9 | 20.3 | 30.1 | ||
Exit and disposal costs: | |||||
Value Creation Plan | 1.8 | 0.1 | — | ||
Segment Optimization Program | — | 0.3 | — | ||
ProQuest Acquisition Integration | — | — | 0.2 | ||
Total Exit and disposal costs | 1.8 | 0.4 | 0.2 | ||
Lease abandonment costs: | |||||
Value Creation Plan | — | — | — | ||
Segment Optimization | — | (1.1) | 3.7 | ||
ProQuest Acquisition Integration | — | — | (0.1) | ||
Total Lease abandonment costs | — | (1.1) | 3.6 | ||
Restructuring costs | $50.7 | $19.6 | $33.9 | ||
The following table summarizes the pre-tax charges by program and segment during the periods indicated:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Academia & Government: | |||||
Value Creation Plan | $21.2 | $0.1 | $— | ||
Segment Optimization | — | 7.0 | 4.8 | ||
ProQuest Acquisition Integration | — | (0.1) | 9.0 | ||
Total A&G | 21.2 | 7.0 | 13.8 | ||
Intellectual Property: | |||||
Value Creation Plan | 15.4 | 0.5 | — | ||
Segment Optimization | 0.3 | 5.3 | 4.6 | ||
ProQuest Acquisition Integration | — | — | 4.6 | ||
Total IP | 15.7 | 5.8 | 9.2 | ||
Life Sciences & Healthcare: | |||||
Value Creation Plan | 13.7 | — | — | ||
Segment Optimization | 0.1 | 6.8 | 7.7 | ||
ProQuest Acquisition Integration | — | — | 3.2 | ||
Total LS&H | 13.8 | 6.8 | 10.9 | ||
Restructuring costs | $50.7 | $19.6 | $33.9 | ||
60
The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:
Severance and related benefit costs | Exit, disposal, and abandonment costs | Total | |||
Reserve balance as of December 31, 2023 | $5.9 | $1.4 | $7.3 | ||
Expenses recorded | 20.3 | (0.7) | 19.6 | ||
Payments made | (22.4) | (4.8) | (27.2) | ||
Noncash items | (1.5) | 4.1 | 2.6 | ||
Reserve balance as of December 31, 2024 | $2.3 | $— | $2.3 | ||
Expenses recorded | 48.9 | 1.8 | 50.7 | ||
Payments made | (41.3) | (1.8) | (43.1) | ||
Noncash items | (3.4) | — | (3.4) | ||
Reserve balance as of December 31, 2025 | $6.5 | $— | $6.5 |
Other impairments
In the fourth quarter of 2023, we recorded a charge of approximately $6.1 related to the impairment of two equity
investments, both of which were fully impaired.
Note 13: Income Taxes
The components of the Provision (benefit) for income taxes by jurisdiction were as follows:
The components of Income (loss) before income taxes were as follows:
Effective tax rate reconciliation
While we are a public limited company incorporated under the laws of Jersey, Channel Islands, we are a tax resident of the
United Kingdom.
The following tables present reconciliations between the statutory U.K. income tax rate and our effective tax rate (“ETR”) for
the years ended December 31, 2025, 2024, and 2023. The 2025 reconciliation is presented in accordance with ASU 2023-09,
Improvements to Income Tax Disclosures, which we adopted on a prospective basis during the year ended December 31,
2025.
61
Year Ended December 31, 2025 | |||
Amount | Percent | ||
U.K. statutory tax rate | $(48.5) | 25.0% | |
Foreign tax effects: | |||
United States: | |||
Legal entity restructuring | (51.7) | 26.7% | |
Waived deductions under Section 59A | 43.8 | (22.6)% | |
Valuation allowance | 15.0 | (7.7)% | |
BEAT | (7.1) | 3.7% | |
State and local income taxes, net of federal benefit | (7.1) | 3.7% | |
Share-based compensation | 6.6 | (3.4)% | |
R&D credits | (5.4) | 2.8% | |
Foreign branch | 4.8 | (2.5)% | |
Statutory income tax rate differential | 3.2 | (1.7)% | |
Subpart F income | 2.7 | (1.4)% | |
Other | 0.8 | (0.4)% | |
Germany: | |||
Local trade tax | (10.9) | 5.6% | |
Effect of different tax rates | 7.9 | (4.1)% | |
Other | 1.7 | (0.9)% | |
Israel: | |||
Effect of different tax rates | (4.9) | 2.5% | |
Other | 0.6 | (0.3)% | |
Mexico: | |||
Valuation allowance | 3.7 | (1.9)% | |
Other | (0.6) | 0.3% | |
Brazil: | |||
Withholding tax | 2.8 | (1.4)% | |
Other | (0.4) | 0.2% | |
Other foreign jurisdictions | 5.6 | (2.9)% | |
Changes in valuation allowances | 31.1 | (16.0)% | |
Effect of cross-border tax laws | 2.5 | (1.3)% | |
Nontaxable or nondeductible items | 2.2 | (1.1)% | |
Changes in unrecognized tax benefits | 9.6 | (5.0)% | |
Other adjustments | (0.8) | 0.4% | |
Effective tax rate | $7.2 | (3.7)% | |
62
Year Ended December 31, | |||
2024 | 2023 | ||
Income (loss) before income taxes | $(553.8) | $(1,012.5) | |
Provision (benefit) for income taxes | 82.9 | (101.3) | |
Statutory rate | 25.0% | 23.5% | |
Effect of different tax rates | (0.6)% | —% | |
BEAT | (1.2)% | (0.7)% | |
Change in tax law | (9.6)% | —% | |
Valuation allowances | (2.2)% | (4.4)% | |
Share-based compensation | (2.4)% | (1.3)% | |
Other permanent differences | (1.2)% | (0.6)% | |
Withholding tax | (0.7)% | (0.5)% | |
Uncertain tax positions | (0.9)% | 7.0% | |
Outside basis difference in foreign subsidiary | (1.6)% | 2.1% | |
Impairments | (18.8)% | (15.4)% | |
Divestitures | (1.1)% | —% | |
Tax credits | 1.8% | 0.6% | |
Other | (1.5)% | (0.3)% | |
Effective tax rate | (15.0)% | 10.0% | |
The income tax provision of $7.2 for the year ended December 31, 2025 was primarily driven by the mix of tax jurisdictions
in which pre-tax profits and losses were recognized. These were partially offset by income tax benefits of $21.7 and $10.9 in
the U.S. and U.K., respectively, that resulted from intra-entity transactions, as well as a $7.1 benefit due to a reduction in the
Base Erosion and Anti-Abuse Tax (“BEAT”).
The income tax provision of $82.9 for the year ended December 31, 2024 was 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. These were
partially offset by benefits of $16.6 and $14.2 associated with the impairment of intangible assets and goodwill, respectively.
Deferred tax assets and liabilities
The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and
liabilities were as follows:
63
December 31, | |||
2025 | 2024 | ||
Accounts receivable | $1.3 | $1.9 | |
Accrued expenses | 18.4 | 12.2 | |
Deferred revenue | 2.1 | 0.9 | |
Partnerships outside basis difference | 143.9 | 40.9 | |
Other assets | 19.0 | 24.0 | |
Debt issuance costs | 7.9 | 10.4 | |
Lease liabilities | 11.3 | 8.4 | |
Goodwill | 422.0 | 527.4 | |
Operating losses and tax attributes | 938.2 | 835.4 | |
Fixed assets, net | 1.3 | — | |
Total deferred tax assets | 1,565.4 | 1,461.5 | |
Valuation allowances | (1,340.4) | (1,279.7) | |
Net deferred tax assets | 225.0 | 181.8 | |
Other identifiable intangible assets, net | (385.6) | (365.1) | |
Other liabilities | (25.1) | (20.9) | |
Right-of-use assets | (9.2) | (5.4) | |
Fixed assets, net | — | (15.2) | |
Total deferred tax liabilities | (419.9) | (406.6) | |
Net deferred tax liabilities | $(194.9) | $(224.8) | |
Deferred tax assets and liabilities are presented net in the Consolidated Balance Sheets if they are in the same jurisdiction.
The components of the net deferred tax liability, as reported in the Consolidated Balance Sheets, were as follows:
We are required to assess the realization of our deferred tax assets and the need for a valuation allowance. The assessment
requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The
valuation allowance was $1,340.4 and $1,279.7 as of December 31, 2025 and 2024, respectively, against certain deferred tax
assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2025 and
2024, the valuation allowance increased by $60.7 and $23.1, respectively.
As of December 31, 2025, we had gross U.S. federal tax loss carryforwards of $2,115.7, U.K. tax loss carryforwards of
$592.0, U.S. state tax loss carryforwards of $1,001.6, and tax loss carryforwards in other foreign jurisdictions of $59.8. The
carryforward period for U.S. federal tax losses is twenty years for losses generated in tax years ended prior to December 31,
2017. The expiration period for these losses begins in 2036. For U.S. losses generated in tax years beginning after January 1,
2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward
period for U.S. state losses varies, and the expiration period is between 2026 and 2044. The carryforward period of other
losses varies by jurisdiction. As of December 31, 2025, we also had R&D and other tax credit carryforwards of $32.3 that
have various carryforward periods, and the expiration period begins in 2027.
We have provided income taxes and withholding taxes in the amount of $13.5 on the undistributed earnings of foreign
subsidiaries as of December 31, 2025. In general, we are not permanently reinvesting our foreign earnings offshore.
64
Deferred tax valuation allowance
The following table summarizes the changes in our deferred tax valuation allowance:
December 31, | |||||
2025 | 2024 | 2023 | |||
Beginning balance, January 1 | $1,279.7 | $1,256.6 | $1,179.3 | ||
Change charged to expense/(income) | 26.4 | 31.1 | 51.4 | ||
Change charged to CTA | 34.3 | (8.0) | 25.9 | ||
Ending balance, December 31 | $1,340.4 | $1,279.7 | $1,256.6 | ||
Taxes paid by jurisdiction
The following table presents income taxes paid, net of refunds, by jurisdiction in accordance with ASU 2023-09,
Improvements to Income Tax Disclosures for the year ended December 31, 2025:
Year Ended December 31, 2025 | |
U.K. | $(3.0) |
Foreign: | |
India | 6.7 |
U.S. federal | 6.4 |
Germany federal | 4.5 |
South Korea | 3.8 |
Spain | 3.1 |
Sweden | 2.3 |
Brazil | 2.2 |
Other foreign | 16.1 |
Total | $42.1 |
Uncertain tax positions
Unrecognized tax benefits represent the difference between the tax benefits that we are able to recognize for financial
reporting purposes and the tax benefits that have been recognized, or are expected to be recognized, in filed tax returns. The
total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate was $38.3 and $30.8 as
of December 31, 2025 and 2024, respectively.
We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of
December 31, 2025 and 2024, the amount accrued was $5.3 and $3.2, respectively. Interest and penalties recognized for the
years ended December 31, 2025, 2024, and 2023 were $2.0, $0.7, and $(23.2).
We file income tax returns in the U.K., the U.S., and various other jurisdictions. As of December 31, 2025, our open tax years
subject to examination were 2017 through 2024, which includes the major jurisdictions in the U.K. and the U.S.
The following table summarizes our unrecognized tax benefits, excluding interest and penalties:
65
Note 14: Earnings Per Share
The basic and diluted EPS computations for our ordinary shares are calculated as follows:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Basic EPS | |||||
Net income (loss) | $(201.1) | $(636.7) | $(911.2) | ||
Dividends on preferred shares | — | 31.3 | 75.4 | ||
Net income (loss) attributable to ordinary shares | $(201.1) | $(668.0) | $(986.6) | ||
Weighted average shares, basic | 673.3 | 693.6 | 671.6 | ||
Basic EPS | $(0.30) | $(0.96) | $(1.47) | ||
Diluted EPS | |||||
Net income (loss) attributable to ordinary shares | $(201.1) | $(668.0) | $(986.6) | ||
Change in fair value of private placement warrants | — | — | — | ||
Net income (loss) attributable to ordinary shares, diluted | $(201.1) | $(668.0) | $(986.6) | ||
Weighted average shares, basic | 673.3 | 693.6 | 671.6 | ||
Weighted average effect of potentially dilutive shares | — | — | — | ||
Weighted average shares, diluted | 673.3 | 693.6 | 671.6 | ||
Diluted EPS | $(0.30) | $(0.96) | $(1.47) | ||
Potential ordinary shares on a gross basis of 20.5 million related to share-based awards were excluded from diluted EPS for
the year ended December 31, 2025, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis
of 20.2 million and 32.7 million related to share-based awards and private placement warrants were excluded from diluted
EPS for the years ended December 31, 2024 and 2023, respectively, as their inclusion would have been antidilutive.
As a result of the MCPS conversion described in Note 10 - Shareholders' Equity, during the year ended December 31, 2024,
the converted MCPS shares were included in basic EPS for the period subsequent to the conversion. Prior to the conversion,
the MCPS shares were evaluated for inclusion in diluted EPS using the if-converted method and, in each period presented,
were excluded from diluted EPS as their inclusion would have been antidilutive.
Note 15: Segment Information
As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our
business into the following three reportable segments, based on the different products and services we offer and the markets
we serve:
•Academia & Government. Working with the scientific and academic community, we empower institutions and
libraries to drive research excellence and student outcomes by connecting trusted content, deep expertise, and
responsible innovation. Our A&G segment is home to research, education, and library solutions, including Web of
Science, ProQuest, Ex Libris, and Innovative.
•Intellectual Property. Our comprehensive intellectual property data, software, and expertise helps companies drive
innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect
critical intellectual property assets. Our IP segment is home to Derwent Innovation, CompuMark, Innography,
IPfolio, FoundationIP, and other IP solutions.
•Life Sciences & Healthcare. Our connected data, deep expertise, and intelligence platforms empower life sciences
and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially
successful treatments and solutions to patients faster. Our LS&H segment is home to comprehensive solutions used
by pharma, biotech, and medtech companies, including Cortellis, Medtech, Market Access and Commercialization,
and deep consulting expertise.
66
Our chief operating decision maker (“CODM”) is our chief executive officer (“CEO”), who evaluates performance for our
reportable segments based primarily on revenues and Adjusted EBITDA. Our CEO uses these measures predominantly
during the annual budgeting process and the quarterly forecast update and reporting process to identify and evaluate
investment decisions that provide the best opportunities to accelerate revenue growth and provide incremental margin
improvement. Our CEO does not review assets by segment for the purpose of assessing performance or allocating resources
due to the significant amount of intangible assets acquired through business combinations, as well as the centralized nature of
our working capital management functions.
Significant segment expenses include people-related costs, royalties and other product costs, technology costs (comprised
primarily of software licenses and hosting costs), and outside service costs (comprised primarily of professional services and
contracted labor). Other costs primarily include facilities costs and product marketing costs.
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.
The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total
reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:
67
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Academia & Government | |||||
Revenues | $1,266.0 | $1,326.4 | $1,323.3 | ||
People-related costs | (342.7) | (349.7) | (352.8) | ||
Royalties and other product costs | (215.4) | (248.5) | (247.7) | ||
Technology costs | (78.8) | (80.5) | (75.6) | ||
Outside service costs | (33.8) | (39.9) | (43.0) | ||
Other costs | (47.3) | (44.0) | (45.7) | ||
A&G Adjusted EBITDA | $548.0 | $563.8 | $558.5 | ||
Intellectual Property | |||||
Revenues | $799.4 | $811.4 | $862.7 | ||
People-related costs | (294.4) | (283.3) | (277.7) | ||
Royalties and other product costs | (75.5) | (76.1) | (91.3) | ||
Technology costs | (50.9) | (46.3) | (44.6) | ||
Outside service costs | (20.9) | (21.1) | (22.7) | ||
Other costs | (23.6) | (26.1) | (26.0) | ||
IP Adjusted EBITDA | $334.1 | $358.5 | $400.4 | ||
Life Sciences & Healthcare | |||||
Revenues | $389.8 | $418.9 | $442.8 | ||
People-related costs | (183.2) | (190.8) | (188.0) | ||
Royalties and other product costs | (37.3) | (37.6) | (43.5) | ||
Technology costs | (28.6) | (27.1) | (24.5) | ||
Outside service costs | (10.6) | (13.0) | (14.4) | ||
Other costs | (10.4) | (12.3) | (14.1) | ||
LS&H Adjusted EBITDA | $119.7 | $138.1 | $158.3 | ||
Total Reportable Segments | |||||
Revenues | $2,455.2 | $2,556.7 | $2,628.8 | ||
People-related costs | (820.3) | (823.8) | (818.5) | ||
Royalties and other product costs | (328.2) | (362.2) | (382.5) | ||
Technology costs | (158.3) | (153.9) | (144.7) | ||
Outside service costs | (65.3) | (74.0) | (80.1) | ||
Other costs | (81.3) | (82.4) | (85.8) | ||
Total Reportable Segments Adjusted EBITDA | $1,001.8 | $1,060.4 | $1,117.2 | ||
Benefit (provision) for income taxes | (7.2) | (82.9) | 101.3 | ||
Depreciation and amortization | (757.2) | (727.0) | (708.3) | ||
Interest expense, net | (265.4) | (283.4) | (293.7) | ||
Share-based compensation expense | (63.0) | (60.6) | (108.9) | ||
Goodwill and intangible asset impairments | (15.0) | (540.7) | (979.9) | ||
Restructuring and lease impairments | (50.7) | (19.6) | (40.0) | ||
Fair value adjustment of warrants | — | 5.2 | 15.9 | ||
Transaction related costs | (22.5) | (17.9) | (8.2) | ||
Other(1) | (21.9) | 29.8 | (6.6) | ||
Net income (loss) | $(201.1) | $(636.7) | $(911.2) | ||
(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. 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 16 - Commitments and Contingencies for further details. | |||||
68
Long-Lived Assets by Geography
The following table summarizes our long-lived assets by geography, based on physical location. Long-lived assets consist of
Property and equipment, net and Operating lease right-of-use assets and exclude Goodwill, Other intangible assets, net,
Deferred income taxes, and Other assets.
Year Ended December 31, | |||
2025 | 2024 | ||
U.S. | $28.7 | $35.0 | |
India | 17.0 | 18.9 | |
U.K. | 15.6 | 18.1 | |
All other | 38.0 | 35.1 | |
Total long-lived assets | $99.3 | $107.1 | |
Note 16: Commitments and Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of
business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,
employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution,
including the uncertainties of litigation.
From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that
may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the
matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are
currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.
We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance,
which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation
matters.
During the year ended December 31, 2023, we reached settlement related to a large legal claim, which was covered by
insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in
the Consolidated Statement of Operations.
Between January and March 2022, three putative securities class action complaints were filed in the United States District
Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there
were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed
to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022.
On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of
shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate
ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a
September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting
treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on
December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued
financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made
false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth
rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to
dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23,
2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10,
2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and
permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental
briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are
currently pending.
In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of
Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations,
with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares
in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary
69
objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied
a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary
objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29,
2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024.
On April 25, 2025, the court issued an order permitting the parties to take discovery on issues raised in the Company’s
preliminary objections related to standing, and to file supplemental briefs upon completion of such discovery. The parties
filed their supplemental briefs on December 9, 2025. On February 18, 2026, following oral argument, the court entered an
order sustaining in part the preliminary objections for plaintiff’s failure to plead standing, dismissing the second amended
complaint without prejudice, with leave for plaintiff to file a third amended complaint, and overruling the remainder of the
preliminary objections without prejudice to being reasserted, if appropriate, in response to any third amended complaint.
Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the
early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from
these matters.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have
evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of December 31, 2025. Based on that evaluation, our CEO and CFO have concluded that, as of such date,
our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be
disclosed in the reports required to be filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and
reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our
management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial
statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Clarivate’s management, under the supervision and with the participation of the CEO and CFO, assessed the effectiveness of
our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).
Based on management’s evaluation, we have concluded that our internal control over financial reporting was effective as of
December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under
Item 8. Financial Statements and Supplementary Data of this annual report.
70
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that
materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item 9B. Other Information.
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the
Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement
(as such terms are defined in Item 408(a) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement on Schedule
14A for our 2026 Annual General Meeting of Shareholders (“Proxy Statement”), which will be filed no later than 120 days
after December 31, 2025.
We have adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by
directors, officers, and employees and other covered persons that we believe is reasonably designed to promote compliance
with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. With regard to trading in
our own securities, it is also our policy to comply with applicable securities laws, rules and regulations, and listing standards.
A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this annual report.
Item 11. Executive Compensation.
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no
later than 120 days after December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no
later than 120 days after December 31, 2025. The information provided in Part II, Item 5 of this annual report is incorporated
by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no
later than 120 days after December 31, 2025.
Item 14. Principal Accountant Fees and Services.
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no
later than 120 days after December 31, 2025.
71
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Index of Financial Statements
The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this annual report (see
Part II, Item 8).
(b) Index of Exhibits
The following exhibits are filed as part of this annual report or are incorporated herein by reference:
Exhibit Number | Description | |
3.1 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9 | ||
4.10 | ||
4.11 | ||
10.1 | ||
10.2 |
72
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7+ | ||
10.8+ | ||
10.9+ | ||
10.10+ | ||
10.11+ | ||
10.12+ | ||
10.13+ | ||
10.14+ | ||
10.15+ | ||
10.16*+ | ||
10.17*+ | ||
10.18+ | ||
10.19+ | ||
10.20+ | ||
10.21+ | ||
10.22+ | ||
10.23+ | ||
10.24+ | ||
10.25+ |
73
10.26+ | ||
19.1* | ||
21.1* | ||
23.1* | ||
24.1* | ||
31* | ||
32* | ||
97 | ||
101* | The following financial information from Clarivate’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. | |
104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
+ Compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not applicable.
74
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on February 24, 2026.
CLARIVATE PLC | |
By: | /s/ Matitiahu Shem Tov |
Name: Matitiahu Shem Tov | |
Title: Chief Executive Officer and Director | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and
appoints Matitiahu Shem Tov, Jonathan M. Collins, and John K. Doulamis, and each of them, individually, as the
undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned’s name, place and stead in any and all capacities, in connection with this annual report,
including to sign in the name and on behalf of the undersigned, this annual report and any and all amendments hereto, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the
following persons on February 24, 2026, on behalf of the registrant and in the capacities indicated.
Name | Title | |
/s/ Matitiahu Shem Tov | Chief Executive Officer and Director | |
Matitiahu Shem Tov | (Principal Executive Officer) | |
/s/ Jonathan M. Collins | Executive Vice President and Chief Financial Officer | |
Jonathan M. Collins | (Principal Financial Officer) | |
/s/ Michael Easton | Senior Vice President and Chief Accounting Officer | |
Michael Easton | (Principal Accounting Officer) | |
/s/ Andrew M. Snyder | Director and Chairman of the Board of Directors | |
Andrew M. Snyder | ||
/s/ Jane Okun Bomba | Director | |
Jane Okun Bomba | ||
/s/ Kenneth Cornick | Director | |
Kenneth Cornick | ||
/s/ Usama N. Cortas | Director | |
Usama N. Cortas | ||
/s/ Suzanne Heywood | Director | |
Suzanne Heywood | ||
/s/ Adam T. Levyn | Director | |
Adam T. Levyn | ||
/s/ Anthony Munk | Director | |
Anthony Munk | ||
/s/ Dr. Wendell E. Pritchett | Director | |
Dr. Wendell E. Pritchett | ||
/s/ Saurabh Saha | Director | |
Saurabh Saha |