clvt-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2026

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

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)


Jersey, Channel Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
70 St. Mary Axe London EC3A 8BE United Kingdom (Address of principal executive offices)	Not applicable (Zip Code)

Registrant’s telephone number, including area code: +44 207 4334000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	CLVT	New York Stock Exchange

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

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

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

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

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

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

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

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

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


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

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

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

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

The number of ordinary shares of the Company outstanding as of September 30, 2026, was 639,904,301.

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

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

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

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

intentions, beliefs, or current expectations concerning, among other things, any future strategic transactions we may explore,

the anticipated use of proceeds from the divestiture of our Life Sciences & Healthcare business and any related cost savings

or other benefits, our results of operations, financial condition, liquidity, capital allocation plans and share repurchases,

foreign exchange impacts, our prospects, growth, strategies and shareholder value, the markets in which we operate, the

impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty

and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing.

Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and

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

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

relationships with such third parties;

•increased access to free or relatively inexpensive information sources;

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

competition;

•our ability to maintain high annual renewal rates;

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

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

regulatory requirements;

•reductions in customers’ research budgets or government funding;

•the success of our Value Creation Plan;

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

•the effectiveness of our business continuity plans;

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

investments, or dispositions;

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

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

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

•the strength of our brand and reputation;

•our level of indebtedness;

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

•our ability to leverage AI in our products and services;

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

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

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

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

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

•other factors beyond our control.

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

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

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

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

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

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

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

Table of Contents

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

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

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

Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so

that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context

otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated

subsidiaries.

Unless otherwise indicated, throughout this quarterly report, dollar and euro amounts are presented in millions, except for per

share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as

routine channels of distribution of company information, including news releases, analyst presentations, and supplemental

financial information, as a means of disclosing material non-public information and for complying with our disclosure

obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities

Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to

following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of

news or announcements as part of our investor relations website. Investors and others can receive notifications of new

information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through

social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document

we file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive

textual references only.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets – Unaudited


(In millions)	September 30, 2026	December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash	$257.0	$329.2
Accounts receivable, net	747.4	696.8
Prepaid expenses	95.7	79.2
Other current assets	61.6	62.0
Current assets held for sale	70.6	142.8
Total current assets	1,232.3	1,310.0
Property and equipment, net	44.6	52.0
Other intangible assets, net	7,155.5	7,515.9
Goodwill	1,088.8	1,088.9
Other non-current assets	109.3	59.9
Deferred income taxes	19.4	16.1
Operating lease right-of-use assets	38.7	45.4
Non-current assets held for sale	679.7	981.2
Total assets	$10,368.3	$11,069.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$117.2	$138.8
Accrued compensation	87.3	114.6
Accrued expenses and other current liabilities	276.3	260.0
Current portion of deferred revenues	761.3	737.4
Current portion of operating lease liability	16.3	17.8
Current portion of long-term debt	1.6	101.5
Current liabilities held for sale	144.5	198.7
Total current liabilities	1,404.5	1,568.8
Long-term debt	4,136.8	4,321.5
Other non-current liabilities	72.6	81.1
Deferred income taxes	195.0	201.8
Operating lease liabilities	29.2	37.3
Non-current liabilities held for sale	15.8	16.0
Total liabilities	5,853.9	6,226.5
Commitments and contingencies (Note 13)
Shareholders' equity:
Ordinary Shares, no par value; unlimited shares authorized; 639.9 and 640.7 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively	12,825.8	12,810.6
Accumulated other comprehensive loss	(407.2)	(453.1)
Accumulated deficit	(7,904.2)	(7,514.6)
Total shareholders' equity	4,514.4	4,842.9
Total liabilities and shareholders' equity	$10,368.3	$11,069.4

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

Table of Contents

CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Operations – Unaudited


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions, except per share data)	2026	2025	2026	2025
Revenues	$481.6	$530.3	$1,472.4	$1,546.7
Operating expenses:
Cost of revenues	139.0	178.5	442.4	511.3
Selling, general and administrative costs	134.6	145.7	447.3	453.2
Depreciation and amortization	162.3	168.6	484.7	499.2
Restructuring costs	4.5	7.9	24.9	34.3
Other operating expense (income), net	1.1	(16.3)	(8.4)	33.6
Total operating expenses	441.5	484.4	1,390.9	1,531.6
Operating income (loss)	40.1	45.9	81.5	15.1
Interest expense, net	61.0	68.5	180.4	199.4
Income (loss) from continuing operations before income taxes	(20.9)	(22.6)	(98.9)	(184.3)
Provision (benefit) for income taxes	5.5	2.3	23.4	29.0
Income (loss) from continuing operations, net of taxes	(26.4)	(24.9)	(122.3)	(213.3)
Income (loss) from discontinued operations, net of taxes	(54.4)	(3.4)	(267.3)	9.1
Net income (loss)	$(80.8)	$(28.3)	$(389.6)	$(204.2)

Basic earnings (loss) per share:
Continuing operations	$(0.04)	$(0.04)	$(0.19)	$(0.31)
Discontinued operations	(0.09)	–	(0.42)	0.01
Basic earnings (loss) per share	$(0.13)	$(0.04)	$(0.61)	$(0.30)

Diluted earnings (loss) per share:
Continuing operations	$(0.04)	$(0.04)	$(0.19)	$(0.31)
Discontinued operations	(0.09)	–	(0.42)	0.01
Diluted earnings (loss) per share	$(0.13)	$(0.04)	$(0.61)	$(0.30)

Weighted average shares used to compute earnings per share:
Basic	639.7	668.3	639.9	679.7
Diluted	639.7	668.3	639.9	679.7

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

Table of Contents

CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Changes in Equity – Unaudited


	Ordinary Shares		Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
(In millions)	Shares	Amount	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
Balance at December 31, 2025	640.7	$12,810.6	$(453.1)	$(7,514.6)	$4,842.9
Vesting of restricted stock units	8.1	–	–	–	–
Share-based award activity	(2.6)	8.8	–	–	8.8
Repurchase and retirement of ordinary shares	(7.0)	(18.1)	–	–	(18.1)
Net income (loss)	–	–	–	(40.2)	(40.2)
Other comprehensive income (loss)	–	–	(4.6)	–	(4.6)
Balance at March 31, 2026	639.2	$12,801.3	$(457.7)	$(7,554.8)	$4,788.8
Vesting of restricted stock units	0.6	–	–	–	–
Share-based award activity	(0.1)	13.9	–	–	13.9
Net income (loss)	–	–	–	(268.6)	(268.6)
Other comprehensive income (loss)	–	–	3.4	–	3.4
Balance at June 30, 2026	639.7	$12,815.2	$(454.3)	$(7,823.4)	$4,537.5
Vesting of restricted stock units	0.3	–	–	–	–
Share-based award activity	(0.1)	10.6	–	–	10.6
Repurchase and retirement of ordinary shares	–	–	–	–	–
Net income (loss)	–	–	–	(80.8)	(80.8)
Other comprehensive income (loss)	–	–	47.1	–	47.1
Balance at September 30, 2026	639.9	$12,825.8	$(407.2)	$(7,904.2)	$4,514.4


	Ordinary Shares		Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
(In millions)	Shares	Amount	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total Shareholders’ Equity
Balance at December 31, 2024	691.4	$12,978.8	$(526.3)	$(7,313.5)	$5,139.0
Vesting of restricted stock units	5.1	–	–	–	–
Share-based award activity	(1.7)	6.3	–	–	6.3
Repurchase and retirement of ordinary shares	(11.7)	(50.0)	–	–	(50.0)
Net income (loss)	–	–	–	(103.9)	(103.9)
Other comprehensive income (loss)	–	–	35.7	–	35.7
Balance at March 31, 2025	683.1	$12,935.1	$(490.6)	$(7,417.4)	$5,027.1
Vesting of restricted stock units	0.8	–	–	–	–
Share-based award activity	(0.2)	17.1	–	–	17.1
Repurchase and retirement of ordinary shares	(11.5)	(49.5)	–	–	(49.5)
Net income (loss)	–	–	–	(72.0)	(72.0)
Other comprehensive income (loss)	–	–	71.4	–	71.4
Balance at June 30, 2025	672.2	$12,902.7	$(419.2)	$(7,489.4)	$4,994.1
Vesting of restricted stock units	1.3	–	–	–	–
Share-based award activity	(0.4)	15.2	–	–	15.2
Repurchase and retirement of ordinary shares	(11.7)	(50.0)	–	–	(50.0)
Net income (loss)	–	–	–	(28.3)	(28.3)
Other comprehensive income (loss)	–	–	(27.2)	–	(27.2)
Balance at September 30, 2025	661.4	$12,867.9	$(446.4)	$(7,517.7)	$4,903.8

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

Table of Contents

CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Cash Flows – Unaudited


	Nine Months Ended September 30,
(In millions)	2026	2025
Cash Flows From Operating Activities
Net income (loss)	$(389.6)	$(204.2)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	532.0	568.1
Share-based compensation	40.2	45.4
Goodwill and intangible asset impairments	283.9	–
Loss on classification as held for sale	10.1	–
Deferred income taxes	(9.8)	(11.6)
Amortization and write-off of debt issuance costs	9.9	11.3
Other operating activities	(16.5)	29.9
Changes in operating assets and liabilities:
Accounts receivable	19.3	6.2
Prepaid expenses	(14.9)	(7.2)
Other assets	(7.0)	0.5
Accounts payable	(26.9)	11.7
Accrued expenses and other current liabilities	(20.6)	27.3
Deferred revenues	(7.4)	(8.3)
Operating leases, net	(2.6)	(4.3)
Other liabilities	(1.1)	3.8
Net cash provided by operating activities	399.0	468.6
Cash Flows From Investing Activities
Capital expenditures	(165.9)	(192.5)
Net cash used for investing activities	(165.9)	(192.5)
Cash Flows From Financing Activities
Principal payments on debt	(284.2)	(600.0)
Proceeds from issuance of debt	–	500.0
Payment of debt issuance and extinguishment costs	–	(9.5)
Repurchases of ordinary shares	(18.1)	(149.5)
Payments related to tax withholding for share-based compensation	(6.8)	(9.6)
Other financing activities	4.1	3.4
Net cash used for financing activities	(305.0)	(265.2)
Effects of exchange rates	(0.3)	12.6
Net change in cash and cash equivalents, including restricted cash	(72.2)	23.5
Cash and cash equivalents, including restricted cash, beginning of period	329.2	295.2
Cash and cash equivalents, including restricted cash, end of period	$257.0	$318.7

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

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

Jersey, Channel Islands.

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

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

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

markets, which form the basis of our two reportable segments, organized by the different products and services we offer and

the markets we serve. For additional information on our reportable segments, see Note 12 - Segment Information.

During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare

(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation

were met as of September 30, 2026. On October 6, 2026, we completed the sale of the LS&H segment. Unless otherwise

noted, all amounts and disclosures included in these Notes to the Condensed Consolidated Financial Statements reflect our

continuing operations and exclude the results of the LS&H segment. For additional information, see Note 2 - Assets Held for

Sale and Discontinued Operations.

Basis of Presentation

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

accepted accounting principles (“GAAP”) and include our accounts and those of our wholly owned subsidiaries. In our

opinion, these interim statements reflect all adjustments necessary for a fair presentation of the results for the periods

presented, and such adjustments are of a normal, recurring nature. Results for interim periods are not necessarily indicative of

results for the full year. The financial statements included herein should be read in conjunction with the financial statements

and notes included in our annual report on Form 10-K for the year ended December 31, 2025. The year-end condensed

balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All

significant intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications of prior period amounts have been made to conform to the current period presentation, including the

held-for-sale classification and discontinued operations presentation for the LS&H business, as further described in Note 2 -

Assets Held for Sale and Discontinued Operations.

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 $10.7 and $12.6 as of September 30, 2026 and December 31,

2025, respectively.

Use of Estimates

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

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

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

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

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

For example, we continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to evaluate for

potential triggering events, which may occur in an interim period. If we determine that a triggering event has occurred, we

will update our impairment assessment by reviewing and potentially changing assumptions and estimates, which could result

in future impairment charges.

Significant Accounting Policies

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

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

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

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

the year ended December 31, 2025.

Recently Adopted Accounting Standards

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

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

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

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

Recently Issued Accounting Standards

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

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

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

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

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

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

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

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

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

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

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

financial statements and related disclosures.

Note 2: Assets Held for Sale and Discontinued Operations

During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction

closed on October 6, 2026 and we received $488.4 in cash at close (net of closing costs and after giving effect to the working

capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of

$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than

January 31, 2028, in any case). The divestiture is part of the previously announced strategic shift that will allow us to increase

our focus on our A&G and IP businesses and strengthen our balance sheet through reduced indebtedness.

During the second quarter of 2026, we recognized a $221.7 goodwill impairment charge because the estimated fair value of

the LS&H reporting unit, as indicated by the anticipated sale price under negotiation, was below its carrying amount. During

the three months ended September 30, 2026, we recognized a $62.2 goodwill impairment charge based on the carrying value

of the LS&H net assets held for sale as of September 30, 2026 and a $10.1 loss on the classification of the LS&H segment as

held for sale. This amount is subject to adjustment during the fourth quarter of 2026 based on the carrying value of LS&H net

assets as of the close date.

We determined that the criteria for held-for-sale classification and discontinued operations presentation were met as of

September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as discontinued operations

and excluded from continuing operations in the Condensed Consolidated Statements of Operations for all periods presented.

In addition, the related assets and liabilities have been reclassified to assets held for sale and liabilities held for sale in the

Condensed Consolidated Balance Sheets. Disposal group net assets are recorded at the lower of their carrying amount or

estimated fair value less costs to sell. Prior period amounts have been reclassified to conform to current period presentation.

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in

the Condensed Consolidated Balance Sheets as of the periods indicated:


	September 30, 2026	December 31, 2025
ASSETS
Accounts receivable, net	$54.3	$124.9
Prepaid expenses	13.0	15.0
Other current assets	3.3	2.9
Current assets held for sale	$70.6	$142.8
Property and equipment, net	1.0	0.7
Other intangible assets, net	484.0	492.2
Goodwill	193.9	477.8
Other non-current assets	8.0	8.2
Deferred income taxes	0.8	1.1
Operating lease right-of-use assets	2.1	1.2
Valuation allowance on disposal group classified as held for sale	(10.1)	–
Non-current assets held for sale	$679.7	$981.2
LIABILITIES
Accounts payable	$6.0	$11.8
Accrued compensation	24.1	32.1
Accrued expenses and other current liabilities	10.3	13.0
Current portion of deferred revenues	103.7	141.2
Current portion of operating lease liability	0.4	0.6
Current liabilities held for sale	$144.5	$198.7
Other non-current liabilities	5.0	5.1
Deferred income taxes	9.0	10.3
Operating lease liabilities	1.8	0.6
Non-current liabilities held for sale	$15.8	$16.0

The following table summarizes the financial results of our discontinued operations, presented as Income (loss) from

discontinued operations in the Condensed Consolidated Statements of Operations for the periods indicated:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Revenues	$86.3	$92.8	$268.3	$291.5
Operating expenses:
Cost of revenues	35.5	39.7	109.7	117.5
Selling, general and administrative costs	30.4	24.3	75.6	76.3
Depreciation and amortization	–	23.2	47.3	68.9
Goodwill and intangible asset impairments	62.2	–	283.9	–
Loss on classification as held for sale	10.1	–	10.1	–
Restructuring costs	0.4	4.0	4.1	11.6
Other operating expense (income), net	(0.1)	3.5	1.2	2.2
Total operating expenses	138.5	94.7	531.9	276.5
Provision (benefit) for income taxes	2.2	1.5	3.7	5.9
Income (loss) from discontinued operations, net of taxes	$(54.4)	$(3.4)	$(267.3)	$9.1

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

The following table presents depreciation and amortization, capital expenditures, and other significant noncash operating and

investing activities, as applicable, from discontinued operations that are included in the accompanying Condensed

Consolidated Statements of Cash Flows:


	Nine Months Ended September 30,
	2026	2025
Depreciation and amortization	$47.3	$68.9
Capital expenditures	40.9	43.9
Goodwill and intangible asset impairments	283.9	–
Loss on classification as held for sale	10.1	–
Share-based compensation	8.2	8.5

Note 3: Revenues

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

performance obligations.

The following table summarizes our revenues disaggregated by transaction type (see Note 12 - Segment Information for

revenues by segment):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Subscription	$338.3	$335.9	$1,004.7	$989.4
Re-occurring	105.8	105.3	323.7	320.1
Recurring revenues	444.1	441.2	1,328.4	1,309.5
Transactional	37.5	89.1	144.0	237.2
Revenues	$481.6	$530.3	$1,472.4	$1,546.7

The following table presents our contract balances:


	September 30, 2026	December 31, 2025
Accounts receivable, net	$747.4	$696.8
Current portion of deferred revenues	$761.3	$737.4
Non-current portion of deferred revenues(1)	$19.1	$15.6

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

During the nine months ended September 30, 2026, we recognized revenues of $564.8 attributable to deferred revenues

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

term.

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

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

Note 4: Other Intangible Assets, Net

Other intangible assets, net

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

assets by major class:


	September 30, 2026			December 31, 2025
	Gross	Accumulated Amortization	Net	Gross	Accumulated Amortization	Net
Customer relationships	$7,393.1	$(1,949.7)	$5,443.4	$7,401.6	$(1,707.9)	$5,693.7
Technology and content	2,382.2	(1,255.2)	1,127.0	2,382.5	(1,140.6)	1,241.9
Computer software	1,090.9	(656.1)	434.8	1,046.1	(619.1)	427.0
Trade names and other	58.3	(35.9)	22.4	58.0	(32.6)	25.4
Definite-lived intangible assets	10,924.5	(3,896.9)	7,027.6	10,888.2	(3,500.2)	7,388.0
Indefinite-lived trade names	127.9	–	127.9	127.9	–	127.9
Other intangible assets, net	$11,052.4	$(3,896.9)	$7,155.5	$11,016.1	$(3,500.2)	$7,515.9

Amortization expense related to intangible assets was $157.7 and $162.8 for the three months ended September 30, 2026 and

2025, respectively. For the nine months ended September 30, 2026 and 2025, amortization expense was $469.2 and $483.0,

respectively.

Note 5: Derivative Instruments

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

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

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

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

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

2 of the fair value hierarchy.

Cash flow hedges

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

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

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

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

using discount factors based on interest rate yield curves.

As of September 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,748.2. This

amount includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence

on the October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:


Type	Notional Value	Effective Date	Maturity Date
Swaps entered May 2023	$730.5	May 2023	October 2026
Swaps entered June 2025	402.7	June 2025	January 2031
Swaps entered December 2025	115.0	December 2025	January 2031
Forward-starting swaps entered August 2025	500.0	October 2026	January 2030
Total	$1,748.2

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

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

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

30, 2026, we estimate that approximately $10.7 of pre-tax gain related to interest rate swaps recorded in AOCL will be

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

reclassified into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 7 -

Shareholders' Equity.

Fair value hedges

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

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

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

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

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

remaining cash flows in the valuation currency.

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

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

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

reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 7 -

Shareholders' Equity.

Net investment hedge

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

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

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

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

life of the swap.

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

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

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

information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.

Derivatives not designated as accounting hedges

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

exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of September 30, 2026

and December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $153.0 and $162.1,

respectively.

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

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

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

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

net. We recognized a loss (gain) from the fair value adjustment of $0.0 and $2.5 for the three months ended September 30,

2026 and 2025, respectively, and $3.3 and $(0.8) for the nine months ended September 30, 2026 and 2025, respectively.

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

Balance Sheets as of September 30, 2026 and December 31, 2025:


	Balance Sheet Location	September 30, 2026	December 31, 2025
Cash flow hedging relationships
Interest rate swaps	Other current assets	$0.6	$3.2
Interest rate swaps	Other non-current assets	45.5	1.8
Interest rate swaps	Other non-current liabilities	–	3.6
Fair value hedging relationships
Cross-currency swaps	Other non-current assets	3.7	–
Cross-currency swaps	Other non-current liabilities	–	5.8
Net investment hedge
Cross-currency swap	Accrued expenses and other current liabilities	3.8	8.0
Not designated as accounting hedges
Foreign currency forwards	Other current assets	–	1.2
Foreign currency forwards	Accrued expenses and other current liabilities	2.2	0.1

Total derivative assets		$49.8	$6.2
Total derivative liabilities		$6.0	$17.5

Note 6: Debt

The following table summarizes our total indebtedness:


		September 30, 2026		December 31, 2025
Type	Maturity	Effective Interest Rate	Carrying Value	Effective Interest Rate	Carrying Value
Senior Secured Notes	2026	4.500%	$–	4.500%	$100.0
Senior Secured Notes	2028	3.875%	750.0	3.875%	921.2
Senior Notes	2029	4.875%	900.0	4.875%	921.4
Revolving Credit Facility	2029	6.651%	–	6.466%	–
Term Loan Facility (Tranche 1)	2031	6.651%	1,999.2	6.466%	1,999.2
Term Loan Facility (Tranche 2)	2031	7.151%	500.0	6.966%	500.0
Finance lease	2036	6.936%	26.9	6.936%	28.1
Total debt outstanding			4,176.1		4,469.9
Debt discounts and issuance costs			(37.7)		(46.9)
Current portion of long-term debt(1)			(1.6)		(101.5)
Long-term debt			$4,136.8		$4,321.5

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

Senior Secured Notes (2026)

In January 2026, we redeemed the remaining $100.0 aggregate principal amount of the outstanding Senior Secured Notes due

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

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

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

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

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

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

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

During the nine months ended September 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the

Senior Notes due 2029 for $184.2 in cash and retired the associated debt with an aggregate carrying value of $192.6. These

open market and tender offer transactions were accounted for as debt extinguishments, resulting in a net gain of $1.5 and $7.4

recorded within Interest expense, net for the three and nine months ended September 30, 2026, respectively.

The Credit Facilities

Revolving Credit Facility (2029)

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

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

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

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

maturity date). As of September 30, 2026, letters of credit totaling $6.4 were collateralized by the revolving credit facility.

Term Loan Facility (2031)

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

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

plus 3.25% per annum.

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

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

observable data for debt with similar prepayment features. The fair value of our debt was $3,970.0 and $4,369.9 at September

30, 2026 and December 31, 2025, respectively, and is considered Level 2 under the fair value hierarchy.

Note 7: Shareholders' Equity

Share Repurchase Program

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

two years, from January 1, 2025 through December 31, 2026. During the nine months ended September 30, 2026, we

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

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

Accumulated Other Comprehensive Loss (“AOCL”)

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

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


	Nine Months Ended September 30, 2026
	Hedging relationships(1)	Defined benefit pension plans	Foreign currency translation adjustment(2)	AOCL
Balance as of December 31, 2025	$2.3	$(1.1)	$(454.3)	$(453.1)
Other comprehensive income (loss) before reclassifications	41.5	0.2	9.4	51.1
Reclassifications from AOCL to net earnings	(4.5)	–	(0.7)	(5.2)
Net other comprehensive income (loss)	37.0	0.2	8.7	45.9
Balance as of September 30, 2026	$39.3	$(0.9)	$(445.6)	$(407.2)

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements


	Nine Months Ended September 30, 2025
	Hedging relationships(1)	Defined benefit pension plans	Foreign currency translation adjustment(2)	AOCL
Balance as of December 31, 2024	$10.7	$(0.4)	$(536.6)	$(526.3)
Other comprehensive income (loss) before reclassifications	0.9	0.1	88.5	89.5
Reclassifications from AOCL to net earnings	(9.0)	–	(0.6)	(9.6)
Net other comprehensive income (loss)	(8.1)	0.1	87.9	79.9
Balance as of September 30, 2025	$2.6	$(0.3)	$(448.7)	$(446.4)

(1)Includes amounts related to our interest rate swaps designated as cash flow hedges and the excluded component of our cross-currency swaps designated

as fair value hedges. Refer to Note 5 - Derivative Instruments for further information.

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

currency swap designated as a net investment hedge.

Note 8: Restructuring

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

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

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

model, which includes reductions in force and lease rationalization activities. We expect to incur approximately $17 of

additional costs associated with this plan, primarily in 2026 and early 2027.

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

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

This program is complete.

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Severance and related benefit costs
Value Creation Plan	$2.5	$7.2	$21.6	$32.5
Segment Optimization	–	–	–	0.3
Exit and disposal costs
Value Creation Plan	2.0	0.7	3.3	1.5
Restructuring costs	$4.5	$7.9	$24.9	$34.3

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Academia & Government
Value Creation Plan	$3.2	$3.3	$11.5	$19.9
Intellectual Property
Value Creation Plan	1.9	4.4	13.4	12.4
Segment Optimization	–	–	–	0.3
Total IP	1.9	4.4	13.4	12.7
Unallocated corporate costs(1)	(0.6)	0.2	–	1.7
Restructuring costs	$4.5	$7.9	$24.9	$34.3

(1)See Note 12 - Segment Information for a description of unallocated corporate costs.

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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


	Severance and related benefit costs	Exit and disposal costs	Total
Reserve balance as of December 31, 2025	$6.0	$–	$6.0
Expenses recorded	21.6	3.3	24.9
Payments made	(25.7)	(2.0)	(27.7)
Noncash items	(0.1)	(0.1)	(0.2)
Reserve balance as of September 30, 2026	$1.8	$1.2	$3.0

Reserve balance as of December 31, 2024	$1.7	$–	$1.7
Expenses recorded	32.8	1.5	34.3
Payments made	(25.9)	(0.9)	(26.8)
Noncash items	(2.6)	–	(2.6)
Reserve balance as of September 30, 2025	$6.0	$0.6	$6.6

Note 9: Other Operating Expense (Income), Net

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Net foreign exchange loss (gain)	$0.2	$(14.4)	$(11.2)	$35.9
Miscellaneous expense (income), net	0.9	(1.9)	2.8	(2.3)
Other operating expense (income), net	$1.1	$(16.3)	$(8.4)	$33.6

Note 10: Income Taxes

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

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

The income tax provision of $5.5 and $2.3 for the three months ended September 30, 2026 and 2025, respectively, was

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

The income tax provision of $23.4 and $29.0 for the nine months ended September 30, 2026 and 2025, respectively, was

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

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 11: Earnings Per Share

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Income (loss) from continuing operations, net of taxes	$(26.4)	$(24.9)	$(122.3)	$(213.3)
Income (loss) from discontinued operations, net of taxes	(54.4)	(3.4)	(267.3)	9.1
Net income (loss)	$(80.8)	$(28.3)	$(389.6)	$(204.2)

Basic, weighted average shares outstanding	639.7	668.3	639.9	679.7
Weighted average effect of potentially dilutive shares	–	–	–	–
Diluted, weighted average shares outstanding	639.7	668.3	639.9	679.7

Basic earnings (loss) per share:
Continuing operations	$(0.04)	$(0.04)	$(0.19)	$(0.31)
Discontinued operations	(0.09)	–	(0.42)	0.01
Basic earnings (loss) per share	$(0.13)	$(0.04)	$(0.61)	$(0.30)

Diluted earnings (loss) per share:
Continuing operations	$(0.04)	$(0.04)	$(0.19)	$(0.31)
Discontinued operations	(0.09)	–	(0.42)	0.01
Diluted earnings (loss) per share	$(0.13)	$(0.04)	$(0.61)	$(0.30)

Potential ordinary shares on a gross basis of 30.5 and 22.6 related to share-based awards were excluded from diluted EPS for

the three months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive. Potential

ordinary shares on a gross basis of 27.7 and 20.1 related to share-based awards were excluded from diluted EPS for the nine

months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive.

Note 12: Segment Information

We have organized our business into two reportable segments: Academia & Government and Intellectual Property. As

described in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, in the third quarter of 2026, we

entered into a definitive commercial agreement to sell our LS&H segment. For additional information, see Note 2 - Assets

Held for Sale and Discontinued Operations.

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

revenues and Adjusted EBITDA. Adjusted EBITDA represents Income (loss) from continuing operations before income

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

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

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

included in Income (loss) from continuing operations for the period that we do not consider indicative of our ongoing

operating performance.

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

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

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

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

reportable segment Adjusted EBITDA to Income (loss) from continuing operations, net of taxes:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Academia & Government
Revenues	$286.9	$332.5	$882.2	$953.7
People-related costs	(78.5)	(84.7)	(247.3)	(255.0)
Royalties and other product costs	(33.9)	(62.7)	(120.3)	(168.2)
Technology costs	(20.9)	(19.4)	(62.4)	(59.0)
Outside service costs	(7.3)	(7.6)	(21.6)	(25.5)
Other costs	(11.7)	(11.8)	(32.9)	(31.1)
A&G Adjusted EBITDA	$134.6	$146.3	$397.7	$414.9
Intellectual Property
Revenues	$194.7	$197.8	$590.2	$593.0
People-related costs	(68.0)	(73.4)	(210.6)	(219.8)
Royalties and other product costs	(16.6)	(17.9)	(50.7)	(55.2)
Technology costs	(12.8)	(13.5)	(38.1)	(38.4)
Outside service costs	(3.7)	(5.1)	(12.2)	(16.0)
Other costs	(6.9)	(6.1)	(20.1)	(18.4)
IP Adjusted EBITDA	$86.7	$81.8	$258.5	$245.2
Total Reportable Segments
Revenues	$481.6	$530.3	$1,472.4	$1,546.7
People-related costs	(146.5)	(158.1)	(457.9)	(474.8)
Royalties and other product costs	(50.5)	(80.6)	(171.0)	(223.4)
Technology costs	(33.7)	(32.9)	(100.5)	(97.4)
Outside service costs	(11.0)	(12.7)	(33.8)	(41.5)
Other costs	(18.6)	(17.9)	(53.0)	(49.5)
Total Reportable Segments Adjusted EBITDA	$221.3	$228.1	$656.2	$660.1
Unallocated corporate costs(1)	(3.1)	(5.9)	(10.6)	(14.4)
Benefit (provision) for income taxes	(5.5)	(2.3)	(23.4)	(29.0)
Depreciation and amortization	(162.3)	(168.6)	(484.7)	(499.2)
Interest expense, net	(61.0)	(68.5)	(180.4)	(199.4)
Share-based compensation expense	(7.7)	(13.1)	(32.3)	(37.1)
Restructuring costs	(4.5)	(7.9)	(24.9)	(34.3)
Transaction related costs	0.2	(3.0)	(17.5)	(17.3)
Other(2)	(3.8)	16.3	(4.7)	(42.7)
Income (loss) from continuing operations, net of taxes	$(26.4)	$(24.9)	$(122.3)	$(213.3)

(1)Represents corporate costs historically allocated to the LS&H segment that did not convey with the LS&H sale described in Note 2 - Assets Held for

Sale and Discontinued Operations.

(2)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost

structure related to the LS&H divestiture, and other items that do not reflect our ongoing operating performance.

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

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

working capital management functions.

Table of Contents

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 13: Commitments and Contingencies

Lawsuits and Legal Claims

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

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

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

the uncertainties of litigation.

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

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

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

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

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

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

these litigation matters.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to dismiss the amended complaint. In May 2026, defendants filed their answers to the amended complaint.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

preliminary objections was completed in June 2026. In September 2026, the court overruled the Company’s preliminary

objections, and the Company will file an answer to the third amended complaint in November 2026.

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

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

these matters.

Table of Contents

CLARIVATE PLC

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

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

of Operations.

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

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

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

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

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

recently filed annual report on Form 10-K.

Overview

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

curiosity to protecting the world’s critical intellectual property assets. From research and learning to commercialization, we

offer intelligence solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government

(“A&G”) and Intellectual Property (“IP”) end markets, which form the basis of our reportable segment structure.

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

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

combination of AI-enabled software and human expertise.

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

tailored to meet specific needs.

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

expertise and global experience.

During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare

(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation

were met as of September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as

discontinued operations and excluded from continuing operations in the Condensed Consolidated Statements of Operations

for all periods presented. Unless otherwise noted, all amounts and disclosures included throughout this MD&A reflect our

continuing operations and exclude the results of the LS&H segment. On October 6, 2026, we completed the sale of the LS&H

segment. For additional information, see Note 2 - Assets Held for Sale and Discontinued Operations.

Key Performance Indicators

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

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

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

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

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

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

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

Organic revenue growth

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

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

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

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

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

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

Annualized contract value

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

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

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

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

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

Table of Contents

CLARIVATE PLC

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

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

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

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

Our organic ACV grew 1.8% compared to September 30, 2025, primarily driven by improved product pricing. Our total

ACV for September 30, 2026, compared to September 30, 2025, increased 3.6%, primarily due to improved product pricing

and FX movements.

Annual renewal rate

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

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

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

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

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

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

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

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

in annual renewal rates.

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

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

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

Our annual renewal rate of 93.7% as of September 30, 2026 remained stable compared to December 31, 2025.

Adjusted EBITDA and Adjusted EBITDA margin

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

investors to understand the underlying trends of our operations. Adjusted EBITDA represents Income (loss) from continuing

operations before income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based

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

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

and other items that are included in Income (loss) from continuing operations for the period that we do not consider indicative

of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

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

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

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

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

obligations. Our reconciliation between Income (loss) from continuing operations, net of taxes and Income (loss) from

continuing operations margin and Adjusted EBITDA and Adjusted EBITDA margin is provided further below.

Free cash flow

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

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

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

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

obligations.

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

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

Table of Contents

CLARIVATE PLC

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

Results of Operations


	Three Months Ended September 30,		Nine Months Ended September 30,		% Change
	2026	2025	2026	2025	QTD	YTD
Revenues	$481.6	$530.3	$1,472.4	$1,546.7	(9) %	(5) %
Operating expenses:
Cost of revenues	139.0	178.5	442.4	511.3	(22) %	(13) %
Selling, general and administrative costs	134.6	145.7	447.3	453.2	(8) %	(1) %
Depreciation and amortization	162.3	168.6	484.7	499.2	(4) %	(3) %
Restructuring costs	4.5	7.9	24.9	34.3	(43) %	(27) %
Other operating expense (income), net	1.1	(16.3)	(8.4)	33.6	N/M	N/M
Total operating expenses	441.5	484.4	1,390.9	1,531.6
Operating income (loss)	40.1	45.9	81.5	15.1
Interest expense, net	61.0	68.5	180.4	199.4	(11) %	(10) %
Income (loss) from continuing operations before income taxes	(20.9)	(22.6)	(98.9)	(184.3)
Provision (benefit) for income taxes	5.5	2.3	23.4	29.0	N/M	(19) %
Income (loss) from continuing operations, net of taxes	(26.4)	(24.9)	(122.3)	(213.3)
Income (loss) from discontinued operations, net of taxes	(54.4)	(3.4)	(267.3)	9.1
Net income (loss)	$(80.8)	$(28.3)	$(389.6)	$(204.2)
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.

In December 2024, the Board approved the wind-down of certain product groups within the A&G segment, which continued

through Q2 2026 and partially affects prior year comparability as further discussed below.

Revenues

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

between periods.

Revenues by transaction type


	Three Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Subscription	$338.3	$335.9	$2.4	0.7 %	– %	(0.1) %	(0.7) %	1.5 %
Re-occurring	105.8	105.3	0.5	0.5 %	– %	– %	(0.2) %	0.7 %
Recurring revenues	444.1	441.2	2.9	0.7 %	– %	(0.1) %	(0.5) %	1.3 %
Transactional	37.5	89.1	(51.6)	(57.9) %	– %	(45.3) %	(0.2) %	(12.4) %
Revenues	$481.6	$530.3	$(48.7)	(9.2) %	– %	(9.1) %	(0.5) %	0.4 %

Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, and customer

migrations from transactional offerings, partially offset by FX. Re-occurring revenues increased primarily due to higher IP

volumes. Transactional revenues decreased due to product group wind-downs within A&G, as well as lower organic activity

in both segments, driven in part by customer migrations to subscription offerings.


	Nine Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Subscription	$1,004.7	$989.4	$15.3	1.5 %	– %	(0.2) %	0.4 %	1.3 %
Re-occurring	323.7	320.1	3.6	1.1 %	– %	(0.1) %	1.5 %	(0.3) %
Recurring revenues	1,328.4	1,309.5	18.9	1.4 %	– %	(0.2) %	0.7 %	0.9 %
Transactional	144.0	237.2	(93.2)	(39.3) %	– %	(30.1) %	0.4 %	(9.6) %
Revenues	$1,472.4	$1,546.7	$(74.3)	(4.8) %	– %	(5.5) %	0.6 %	0.1 %

Table of Contents

CLARIVATE PLC

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

Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, and customer

migrations from transactional offerings. Re-occurring revenues increased primarily due to FX. Transactional revenues

decreased due to product group wind-downs within A&G, as well as lower organic activity in both segments, driven in part

by customer migrations to subscription offerings.

Revenues by segment


	Three Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
A&G	$286.9	$332.5	$(45.6)	(13.7) %	– %	(14.1) %	(0.5) %	0.9 %
IP	194.7	197.8	(3.1)	(1.6) %	– %	(0.6) %	(0.6) %	(0.4) %
Revenues	$481.6	$530.3	$(48.7)	(9.2) %	– %	(9.1) %	(0.5) %	0.4 %

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

overall due to product group wind-downs. IP segment revenues decreased due to product group wind-downs, FX, and lower

subscription and transactional volumes.


	Nine Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
A&G	$882.2	$953.7	$(71.5)	(7.5) %	– %	(8.9) %	0.3 %	1.1 %
IP	590.2	593.0	(2.8)	(0.5) %	– %	(0.3) %	1.1 %	(1.3) %
Revenues	$1,472.4	$1,546.7	$(74.3)	(4.8) %	– %	(5.5) %	0.6 %	0.1 %

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

overall due to product group wind-downs. IP segment revenues decreased due to lower organic activity, partially offset by

FX.

Revenues by geography


	Three Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Americas	$246.8	$273.1	$(26.3)	(9.6) %	– %	(10.9) %	0.1 %	1.2 %
EMEA	128.2	146.3	(18.1)	(12.4) %	– %	(9.8) %	(0.5) %	(2.1) %
APAC	106.6	110.9	(4.3)	(3.9) %	– %	(3.7) %	(1.8) %	1.6 %
Revenues	$481.6	$530.3	$(48.7)	(9.2) %	– %	(9.1) %	(0.5) %	0.4 %

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

downs within A&G. EMEA (Europe/Middle East/Africa) revenues decreased due to product group wind-downs within A&G

and lower transactional activity. APAC (Asia Pacific) revenues benefited from subscription organic growth but decreased

overall due to product group wind-downs within A&G and FX.


	Nine Months Ended September 30,		Change		% of Change
	2026	2025	$	%	Acquisitions	Disposals	FX	Organic
Americas	$749.3	$798.6	$(49.3)	(6.2) %	– %	(7.0) %	0.4 %	0.4 %
EMEA	398.8	418.5	(19.7)	(4.7) %	– %	(4.7) %	2.1 %	(2.1) %
APAC	324.3	329.6	(5.3)	(1.6) %	– %	(3.0) %	(0.7) %	2.1 %
Revenues	$1,472.4	$1,546.7	$(74.3)	(4.8) %	– %	(5.5) %	0.6 %	0.1 %

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

within A&G. EMEA revenues decreased due to lower re-occurring and transactional activity and product group wind-downs

within A&G, partially offset by FX. APAC revenues benefited from subscription organic growth but decreased overall due to

product group wind-downs within A&G.

Table of Contents

CLARIVATE PLC

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

Cost of revenues

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

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

including royalty fees.

The decrease of 22% and 13% compared to the three and nine months ended September 30, 2025, respectively, was primarily

driven by product wind-downs and improved cost management.

Selling, general and administrative costs

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

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

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

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

other professional and consulting costs.

The decrease of 8% and 1% compared to the three and nine months ended September 30, 2025, respectively, was primarily

driven by reduced personnel costs.

Depreciation and amortization

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

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

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

The decrease of 4% and 3% compared to the three and nine months ended September 30, 2025, respectively, was primarily

driven by certain acquired intangible assets becoming fully amortized.

Restructuring costs

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

activities.

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

fourth quarter of 2024 and is our only active restructuring program as of September 30, 2026. We expect this program to

continue throughout 2026 and into 2027. For further information, see Note 8 - Restructuring included in Part I, Item 1 of this

quarterly report.

Other operating expense (income), net

The net change of $17.4 and $42.0 compared to the three and nine months ended September 30, 2025, respectively, was

primarily driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the

largest impacts derived from transactions denominated in GBP. For further information, see Note 9 - Other Operating

Expense (Income), Net included in Part I, Item 1 of this quarterly report.

Interest expense, net

The decrease of 11% and 10% compared to the three and nine months ended September 30, 2025, respectively, was primarily

driven by reduced total debt outstanding.

Provision (benefit) for income taxes

The income tax provision of $5.5 and $2.3 for the three months ended September 30, 2026 and 2025, respectively, was

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

The income tax provision of $23.4 and $29.0 for the nine months ended September 30, 2026 and 2025, respectively, was

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

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

Table of Contents

CLARIVATE PLC

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

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

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

months ended September 30, 2026 and 2025, and reconciles these non-GAAP measures to Income (loss) from continuing

operations, net of taxes and Income (loss) from continuing operations margin for the same periods:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Income (loss) from continuing operations, net of taxes	$(26.4)	$(24.9)	$(122.3)	$(213.3)
Provision (benefit) for income taxes	5.5	2.3	23.4	29.0
Depreciation and amortization	162.3	168.6	484.7	499.2
Interest expense, net	61.0	68.5	180.4	199.4
Share-based compensation expense	7.7	13.1	32.3	37.1
Restructuring costs	4.5	7.9	24.9	34.3
Transaction related costs	(0.2)	3.0	17.5	17.3
Other(1)	3.8	(16.3)	4.7	42.7
Adjusted EBITDA	$218.2	$222.2	$645.6	$645.7

Income (loss) from continuing operations margin	(5.5) %	(4.7) %	(8.3) %	(13.8) %
Adjusted EBITDA margin	45.3 %	41.9 %	43.8 %	41.7 %

(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost

structure related to the LS&H divestiture, and other items that do not reflect our ongoing operating performance.

Liquidity and Capital Resources

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

September 30, 2026, we had $257.0 of cash and $768.6 of available borrowing capacity under our revolving credit facility.

During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction

closed on October 6, 2026 and we received $488.4 in cash at close (net of closing costs and after giving effect to the working

capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of

$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than

January 31, 2028, in any case).

Cash Flows

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

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

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

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

management also contribute to our ability to generate solid operating cash flows. The disposition of LS&H is not expected to

have a material impact on our operating cash flows or liquidity.

The following table presents our consolidated cash flows by activity, including cash flows attributable to discontinued

operations:


	Nine Months Ended September 30,		Change
	2026	2025	$	%
Net cash provided by operating activities	$399.0	$468.6	$(69.6)	(15)%
Net cash used for investing activities	$(165.9)	$(192.5)	$26.6	(14)%
Net cash used for financing activities	$(305.0)	$(265.2)	$(39.8)	15%

Net cash provided by operating activities decreased as seasonal working capital outflows, primarily related to timing, more

than offset improved operating results, including the impact of non-cash operating activities.

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

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

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

Table of Contents

CLARIVATE PLC

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

Free cash flow (non-GAAP measure)

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

cash flows attributable to discontinued operations:


	Nine Months Ended September 30,		Change
	2026	2025	$	%
Net cash provided by operating activities	$399.0	$468.6	$(69.6)	(15)%
Capital expenditures	(165.9)	(192.5)	26.6	(14)%
Free cash flow	$233.1	$276.1	$(43.0)	(16)%

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

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

development.

Borrowings

As of September 30, 2026, we had $4,149.2 of outstanding borrowings under our notes and credit facilities. We incurred

$180.4 and $199.4 of interest expense associated with our debt obligations during the nine months ended September 30, 2026

and 2025, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other

similar obligations in the ordinary course of business.

During the nine months ended September 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the

Senior Notes due 2029 for $184.2 in cash and retired the associated debt with an aggregate carrying value of $192.6. These

open market and tender offer transactions were accounted for as debt extinguishments, resulting in a net gain of $1.5 and $7.4

recorded within Interest expense, net for the three and nine months ended September 30, 2026, respectively.

We intend to use the cash proceeds from the LS&H sale for additional repurchases of our Senior Secured Notes due 2028 and

Senior Notes due 2029.

For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 5 -

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

Commitments and Contingencies

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

repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud

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

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

As of September 30, 2026, we had $257.4 of availability remaining under our share repurchase program. The share

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

repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without

prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares

from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques

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

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

management’s discretion.

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

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

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

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

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

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

matters. For additional information about our legal proceedings and claims, see Note 13 - Commitments and Contingencies

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

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

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

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

Table of Contents

CLARIVATE PLC

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

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

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

will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support

product development efforts. We could be required, or could elect, to seek additional funding through public or private equity

or debt financings; however, additional funds may not be available on terms acceptable to us.

Critical Accounting Policies and Estimates

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

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

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

Recently Issued and Adopted Accounting Pronouncements

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

cash flows or the fair value of our holdings of financial instruments. Market risks as of September 30, 2026 have not

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

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

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

as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures,

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures

must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the

benefits of our controls and procedures relative to their costs.

Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2026, our disclosure controls and

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

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

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that

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

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information related to legal proceedings, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this

quarterly report.

Item 1A. Risk Factors.

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

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

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

None.

Item 5. Other Information.

On August 7, 2026, Bar Veinstein, President, Academia & Government, entered into a trading plan intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of an

aggregate of up to 254,558 ordinary shares of the Company held by Mr. Veinstein. The trading plan terminates on the earlier

of the date all the shares covered by the trading plan are sold and December 7, 2026.

On October 30, 2026, Saurabh Saha notified the Company of his resignation from the Board of Directors of the Company,

effective as of December 31, 2026. Mr. Saha confirmed that his decision to resign is not as a result of any disagreement

between him and the Company, its management, the Board of Directors, or any committee thereof.

Item 6. Exhibits.

EXHIBIT INDEX


2.1	Stock and Asset Purchase Agreement dated as of July 3, 2026 by and among Janus Buyer, LP, Camelot UK Bidco Limited, Clarivate Analytics (UK) Limited and Camelot U.S. Acquisition LLC (incorporated by reference to Exhibit 2.1 to Clarivate’s Form 8-K filed July 6, 2026)
10.1	Retention Agreement dated July 3, 2026, by and between Clarivate Analytics (US) LLC and Henry Levy (incorporated by reference to Exhibit 10.1 to Clarivate’s Quarterly Report on Form 10-Q filed July 29, 2026)
10.2*+	Offer Letter dated July 28, 2026, by and between Clarivate and Michael Easton
10.3*+	Separation Agreement dated October 6, 2026, by and between Clarivate and Henry Levy
31*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following information from our Form 10-Q for the quarter ended September 30, 2026, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited).
104*	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith.

+ Compensatory plan or arrangement.


CLARIVATE PLC
By:	/s/ Michael Easton
	Name: Michael Easton
	Title: Executive Vice President & Chief Financial Officer


	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Consolidated Statements of Changes in Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5. Other Information	30
Item 6. Exhibits	30
SIGNATURES	31