Clarivate CLVT Form 10-Q filing Q2 FY2026

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 20

Item 3. Quantitative and Qualitative Disclosures About Market Risk 27

Item 4. Controls and Procedures 27

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 28

Item 1A. Risk Factors 28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28

Item 5. Other Information 28

Item 6. Exhibits 28

SIGNATURES 29

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets – Unaudited

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

CLARIVATE PLC

Condensed Consolidated Financial Statements

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

CLARIVATE PLC

Condensed Consolidated Financial Statements

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

CLARIVATE PLC

Condensed Consolidated Financial Statements

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

CLARIVATE PLC

Condensed Consolidated Financial Statements

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

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

Jersey, Channel Islands.

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

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

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

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

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

Note 11 - Segment Information.

Basis of Presentation

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

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

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

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

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

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

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

significant intercompany transactions and balances have been eliminated in consolidation.

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

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 $13.1 and $12.6 as of June 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.

Significant Accounting Policies

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

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

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

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

the year ended December 31, 2025.

Recently Adopted Accounting Standards

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

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

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

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

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

Recently Issued Accounting Standards

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

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

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

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

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

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

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

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

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

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

financial statements and related disclosures.

Note 2: Revenues

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

performance obligations.

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

revenues by segment):

The following table presents our contract balances:

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

During the six months ended June 30, 2026, we recognized revenues of $568.2 attributable to deferred revenues recorded at

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

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

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

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

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 3: Other Intangible Assets, Net and Goodwill

Other intangible assets, net

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

assets by major class:

Amortization expense related to intangible assets was $180.0 and $185.2 for the three months ended June 30, 2026 and 2025,

respectively. For the six months ended June 30, 2026 and 2025, amortization expense was $358.7 and $365.8, respectively.

Goodwill

The following table summarizes the change in the carrying amount of Goodwill by segment:

During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit, including

developments in our evaluation of strategic alternatives. As a result, we performed an interim quantitative goodwill

impairment assessment as of June 30, 2026, using the anticipated sale price under negotiation as the best estimate of fair

value. Based on this assessment, the estimated fair value of the reporting unit was below its carrying amount, and we

recognized a non-cash goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026. In July 2026,

we entered into a definitive agreement to sell the LS&H segment (refer to Note 13 - Subsequent Event for additional details).

Note 4: Derivative Instruments

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

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

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

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

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

2 of the fair value hierarchy.

Cash flow hedges

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

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

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

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

using discount factors based on interest rate yield curves.

As of June 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,751.1. 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:

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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 June 30,

2026, we estimate that approximately $6.5 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified

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

Shareholders' Equity.

Fair value hedges

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

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

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

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

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

remaining cash flows in the valuation currency.

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

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

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

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

Shareholders' Equity.

Net investment hedge

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

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

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

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

life of the swap.

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

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

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

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

Derivatives not designated as accounting hedges

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

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

December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $173.1 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 $(0.2) and $(1.0) for the three months ended June 30, 2026

and 2025, respectively, and $3.3 and $(3.3) for the six months ended June 30, 2026 and 2025, respectively.

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

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

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 5: Debt

The following table summarizes our total indebtedness:

(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.

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

Notes due 2029 for $111.1 in cash and retired the associated debt with an aggregate carrying value of $117.6. These

transactions were accounted for as debt extinguishments, resulting in a net gain of $2.1 and $5.9 recorded within Interest

expense, net for the three and six months ended June 30, 2026, respectively.

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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 June 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 $3,931.6 and $4,369.9 at June 30,

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

Note 6: Shareholders' Equity

Share Repurchase Program

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

two years, from January 1, 2025 through December 31, 2026. During the six months ended June 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):

(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 4 - Derivative Instruments for further information.

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

currency swap designated as a net investment hedge.

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 7: Restructuring

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

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

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

model, which includes reductions in force and lease rationalization activities. We expect to incur approximately $16 of

additional costs associated with this plan, primarily in 2026.

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

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

This program is complete.

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

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

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

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

Note 8: Other Operating Expense (Income), Net

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

Note 9: Income Taxes

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

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

The income tax provision of $8.0 and $12.3 for the three months ended June 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 $19.4 and $31.1 for the six months ended June 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 non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our

income tax provision because it was mostly non-deductible for tax purposes.

Note 10: Earnings Per Share

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

Potential ordinary shares on a gross basis of 31.0 and 23.5 related to share-based awards were excluded from diluted EPS for

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

ordinary shares on a gross basis of 26.3 and 18.8 related to share-based awards were excluded from diluted EPS for the six

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

Note 11: Segment Information

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

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

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

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

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

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

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

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

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

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

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

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 Net income (loss) for the periods indicated:

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

operating performance.

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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.

Note 12: Commitments and Contingencies

Lawsuits and Legal Claims

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

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

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

including the uncertainties of litigation.

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

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

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

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

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

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

matters.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to dismiss the amended complaint. In 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, and the Company’s preliminary objections remain pending.

CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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.

Note 13: Subsequent Event

In July 2026, we entered into a definitive agreement to divest our LS&H business to an affiliate of Altaris LLC for an

aggregate purchase price of $600.0, consisting of approximately $500.0 in cash at closing, $25.0 in cash deferred to the later

of the completion of a transition services agreement and January 31, 2028 (but no later than January 31, 2028, in any case),

and a $75.0 seller note. As a result of the transaction, we expect to be able to increase our focus on our A&G and IP

businesses, and we anticipate that the proceeds from the sale will strengthen our balance sheet through reduced debt. We

anticipate that the transaction will close by the end of calendar year 2026, subject to customary closing conditions, including

regulatory approvals and the expiration of applicable waiting periods.

We have determined that the disposition of the LS&H business meets the criteria to be reported and presented as a

discontinued operation beginning in the third quarter of 2026.

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

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. Our aim is to fuel the world’s greatest breakthroughs

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

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

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

structure.

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

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

combination of AI-enabled software and human expertise.

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

tailored to meet specific needs.

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

expertise and global experience.

In July 2026, we announced that we entered into a definitive agreement to sell the LS&H business. We anticipate that the

transaction will close by the end of 2026, subject to customary closing conditions, including regulatory approvals and the

expiration of applicable waiting periods. Beginning in the third quarter of 2026, the LS&H business will be presented as a

discontinued operation.

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.

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 1.5% compared to June 30, 2025, primarily driven by improved product pricing. Our total ACV for

June 30, 2026, compared to June 30, 2025, increased 3.1%, 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 91.9% as of June 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 Net income (loss) before the

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

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

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

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

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

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

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

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

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

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

EBITDA margin is provided further below.

Free cash flow

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

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

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

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

obligations.

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

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

CLARIVATE PLC

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

Results of Operations

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

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

Revenues

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

between periods.

Revenues by transaction type

Subscription revenues benefited from organic growth driven by new sales, customer migrations, and pricing actions but

decreased overall primarily due to product group wind-downs within LS&H. Re-occurring revenues increased primarily due

to FX. Transactional revenues decreased primarily due to lower organic activity across all segments, driven in part by

customer migrations to subscription offerings, and product group wind-downs, primarily within A&G.

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, customer migrations, and pricing

actions, as well as FX, partially offset by product group wind-downs within LS&H. Re-occurring revenues increased

primarily due to FX. Transactional revenues decreased due to product group wind-downs, primarily within A&G, as well as

lower organic activity across all segments, driven in part by customer migrations to subscription offerings.

Revenues by segment

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 primarily due to lower subscription and

transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower

transactional activity.

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 increased due to FX, partially offset by lower organic

activity. LS&H segment revenues decreased due to product group wind-downs and lower transactional activity.

Revenues by geography

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

downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased due to lower re-occurring and

transactional activity and product group wind-downs within A&G and LS&H. APAC (Asia Pacific) revenues decreased due

to FX and product group wind-downs within A&G and LS&H.

CLARIVATE PLC

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

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

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

wind-downs within A&G and LS&H, partially offset by favorable FX. APAC revenues decreased primarily due to product

group wind-downs within A&G and LS&H.

Cost of revenues

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

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

including royalty fees.

The decrease of 9% and 8% compared to the three and six months ended June 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.

SG&A costs were largely unchanged compared to the respective comparative prior year periods.

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 3% and 2% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by

lower amortization related to certain acquired intangible assets.

Goodwill and intangible asset impairments

During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit and performed

an interim quantitative goodwill impairment assessment as of June 30, 2026. We determined the anticipated LS&H sale price

under negotiation was the best estimate of fair value and, because it was below its carrying amount, resulted in a non-cash

goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026. For further information, see Note 3 -

Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.

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 June 30, 2026. We expect this program to continue

throughout 2026 and into 2027. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly

report.

Other operating expense (income), net

The net change of $28.7 and $56.8 compared to the three and six months ended June 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 8 - Other Operating Expense (Income), Net

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

Interest expense, net

The decrease of 9% and 9% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by

lower interest rates on our outstanding variable-rate debt and reduced total debt outstanding.

CLARIVATE PLC

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

Provision (benefit) for income taxes

The income tax provision of $8.0 and $12.3 for the three months ended June 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 $19.4 and $31.1 for the six months ended June 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 non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our

income tax provision because it was mostly non-deductible for tax purposes.

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

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

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

months ended June 30, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss)

margin for the same periods:

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

operating performance.

Liquidity and Capital Resources

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

June 30, 2026, we had $217.7 of cash and $768.6 of available borrowing capacity under our revolving credit facility.

Cash Flows

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

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

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

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

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

The following table presents our consolidated cash flows by activity:

CLARIVATE PLC

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

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 in the current year,

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

Free cash flow (non-GAAP measure)

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

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 June 30, 2026, we had $4,224.2 of outstanding borrowings under our notes and credit facilities. We incurred $119.4

and $130.9 of interest expense associated with our debt obligations during the six months ended June 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 six months ended June 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior

Notes due 2029 for $111.1 in cash and retired the associated debt with an aggregate carrying value of $117.6. These

transactions were accounted for as debt extinguishments, resulting in a net gain of $2.1 and $5.9 recorded within Interest

expense, net for the three and six months ended June 30, 2026, respectively.

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

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

Commitments and Contingencies

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

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

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

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

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

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

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

CLARIVATE PLC

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

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

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

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

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

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

will depend on many factors, including the consummation of the announced sale of our LS&H business, the number of future

acquisitions, and the timing and extent of spending to support product development efforts. We could be required, or could

elect, to seek additional 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 June 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 Securities Exchange Act, we have evaluated, under the supervision and

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

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

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

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

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

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

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

Based on that evaluation, our CEO and CFO concluded that, as of June 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 Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time

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

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

Changes in Internal Control Over Financial Reporting

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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

quarterly report.

Item 1A. Risk Factors.

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

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

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

None.

Item 5. Other Information.

During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the

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

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

Item 6. Exhibits.

EXHIBIT INDEX

| | |

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 10.2*+ Separation Agreement, dated June 6, 2026, by and between Clarivate and Maroun S. Mourad 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 June 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.