CLARIVATE PLC

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.

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 ourthree reportable segments, organized by the

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

Note 15 - Segment Information.

Basis of Presentation

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

accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All significant

intercompany transactions and balances have been eliminated in consolidation.

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

Use of Estimates

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

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

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

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

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

Concentration of Credit Risk

Accounts receivable are the primary financial instrument that potentially subjects us to significant concentrations of credit

risk. Accounts receivable represent arrangements in which services were transferred to a customer before the customer pays

consideration or before payment is due. We do not require collateral or other securities to support customer receivables. We

perform ongoing credit evaluations of our customers and limit the amount of credit extended when deemed appropriate.

We maintain our cash and cash equivalent balances with high-quality financial institutions and consequently, we believe that

such funds are subject to minimal credit risk.

Fair Value Measurements

Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. We

utilize the following fair value hierarchy in determining fair values:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and

liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models,

discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily

convertible into cash approximate fair value because of the short-term nature of the instruments. As further discussed in Note

2 - Acquisitions and Divestitures, we have classified the contingent consideration associated with the Valipat divestiture

within Level 3 of the fair value hierarchy. As further discussed in Note 9 - Debt, we have classified our debt instruments

within Level 2 of the fair value hierarchy. We have also classified our derivative instruments described in Note 8 - Derivative

Instruments within Level 2 of the fair value hierarchy.

Cash and Cash Equivalents

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

purchase of three months or less, and includes restricted cash of$12.6 and$10.5 as of December 31, 2025 and 2024,

respectively.

Allowance for Credit Losses

We estimate credit losses for trade receivables by using a current expected credit loss model. The credit loss allowance is

determined through an analysis of historical collection experience, the aging of accounts receivable, and an evaluation of the

impact of current and projected economic conditions. Trade and other receivables are written off when there is no reasonable

expectation of recovery, such as a past due status greater than 360 days or bankruptcy of the debtor.

Property and Equipment

Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated

useful lives of the assets, as follows:

Repair and maintenance costs are expensed as incurred.

Internally Developed Software and Content

Internally Developed Software — Development costs related to internally generated software are capitalized once a project

has progressed to the application development stage. Costs of significant improvements or enhancements on existing software

for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage,

data conversion, and the post-implementation/operation stage of an internal-use software development project are expensed

as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software.

Purchased software is amortized over three years, which is the estimated useful life of the related software.

Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting,

and indexing are capitalized. We also capitalize internal and external costs associated with the development of product-

related software that adds functionality and improves the customer’s ability to search our content. These capitalized costs are

amortized over atwo tofive year useful life.

We do not capitalize any costs associated with research and development or marketing.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use

(“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance

Sheets. Our finance lease asset is included within Property and equipment, net on our Consolidated Balance Sheets (see Note

5 - Property and Equipment, Net) and the related finance lease liability is included as an item ofindebtedness (see Note 9 -

Debt) on our Consolidated Balance Sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum

lease payments over the lease term at commencement date. The initial valuation of finance lease assets and liabilities is

calculated in the same way. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate

based on the information available at commencement date in determining the present value of future payments. The operating

lease ROU asset also includes initial direct costs incurred and any lease payments made before lease commencement, minus

any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably

certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis

over the lease term.

We account for lease and non-lease components as a single lease component.

Goodwill and Other Intangible Assets

We account for our business combinations using the acquisition method of accounting. We allocate the purchase price of an

acquisition to the assets acquired and liabilities assumed based on their estimated fair values. As part of this allocation

process, we identify and attribute values and estimated lives to the intangible assets acquired. The excess of the purchase

price over the fair values of identifiable assets and liabilities is recorded as goodwill.

Definite-lived intangible assets are generally amortized on a straight-line basis over thefollowing estimated useful lives:

Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first

day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Asset Impairment Evaluation

We evaluate property and equipment, definite-lived intangible assets, and operating lease ROU assets for impairment

whenever circumstances indicate the carrying value may not be recoverable. We determine the recoverability of an asset, or a

group of assets, by comparing the carrying value to the future undiscounted cash flows that the asset is expected to generate

over its remaining life. Any impairment is measured as the difference between the carrying value and the fair value of the

asset.

Goodwill impairment testing is performed at the reporting unit level. For goodwill impairment testing purposes, we have

determined that our business segments are our reporting units. As part of our annual goodwill impairment testing, we have

the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting

unit is less than its carrying value. If we bypass the qualitative assessment, or if the qualitative assessment indicates that

quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a

reporting unit with its carrying amount, including goodwill. We estimate the fair value of a reporting unit using a discounted

cash flow (“DCF”) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-

adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth

rates.

Our indefinite-lived intangible assets are related to trade names. Similar to goodwill, as part of our annual indefinite-lived

intangible asset impairment testing, we have the option to first perform qualitative testing by evaluating whether any events

and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If

we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is

required. If we choose not to complete a qualitative assessment, or if the qualitative assessment indicates that a quantitative

analysis should be performed, we estimate the fair value of the indefinite-lived asset by using the relief-from-royalty method

based on the present value of estimated future cash flows that the indefinite-lived asset is expected to generate in the future.

Any impairment charge is recognized in full in the reporting period in which it has been identified. For discussion of the

analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, Net and Goodwill and Note 12 -

Restructuring and Other Impairments.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

Income Taxes

We recognize income taxes under the asset and liability method. Deferred income tax assets and liabilities arise from

temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements,

which will result in taxable or deductible amounts in the future. Deferred income tax assets and liabilities are recorded at the

enacted tax rate expected to apply to the temporary difference when settled or realized. We record U.S. tax expense resulting

from Global Intangible Low Taxed Income (“GILTI”) as a current period expense.

In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors. Evidence

considered includes historical and projected future taxable income by tax jurisdiction, character and timing of income or loss,

and prudent and feasible tax planning strategies. We record a valuation allowance to reduce deferred tax assets to the net

realizable value that is more likely than not to be realized.

We record tax benefits when it is more likely than not that the position will be sustained upon examination, including

resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount of tax

benefit recorded is the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. We then

record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken on a tax

return. Uncertain tax positions are reassessed quarterly and liabilities for unrecognized tax benefits are adjusted when our

judgment changes as a result of the evaluation of new information, such as developments in case law, new regulations or tax

law, or changes in the status of ongoing audits. These adjustments will be reflected as increases or decreases to income tax

expense in the period in which new information is available. Accrued interest and penalties related to unrecognized tax

benefits are included within the Provision (benefit) for income taxes in the Consolidated Statements of Operations.

Revenue Recognition

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

performance obligations.

When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance

obligation in proportion to the standalone selling price of each performance obligation. The standalone selling price is

typically determined by reference to our standard price lists and is a reflection of our normal pricing practices when sold

separately with consideration of market conditions and other factors, including customer demographics and geographic

location. Discounts applied to the contract are allocated based on the same proportion of standalone selling prices.

For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction

by considering factors such as control of the specified goods or services before they are transferred to the customer,

fulfillment responsibility, collection risk, and discretion in establishing price. If we determine that we control the good or

service before it is transferred to the customer, we recognize revenue on a gross basis. Conversely, if we determine that we do

not control the good or service before it is transferred to the customer, we recognize revenue on a net basis.

We pay commissions to sales colleagues for obtaining new customers and renewing contracts with existing customers. We

treat these commission costs as costs to obtain a contract and are therefore considered contract assets. We capitalize certain of

these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs

are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations. The

amortization period is betweenone andseven years based on the estimated length of the customer relationship.

Share-based Compensation

We recognize compensation expense for share-based awards based on grant date fair value. The fair value of restricted share

units (“RSUs”) is based on the fair value of our common shares on the date of grant, and we use a Monte Carlo simulation to

determine the fair value of our performance share units (“PSUs”)at grant date. We use the graded vesting method to amortize

the value of share-based awards to expense. We recognize forfeitures as they occur.

Defined Contribution Plans

Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs

for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to

defined contribution plans was$39.7,$37.3, and$34.9 for the years ended December 31, 2025,2024, and 2023, respectively,

which approximates the cash outlays related to the plans.

Restructuring

Restructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract

termination costs, and other costs associated with an exit or disposal activity. Involuntary termination benefits are recognized

within restructuring charges at the time that the program was approved and all necessary communications were made. The

liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The

corresponding expenses are recorded within Restructuring and other impairments in the Consolidated Statements of

Operations. For further details, see Note 12 - Restructuring and Other Impairments.

Legal Costs

Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal

matter giving rise to the estimated legal costs. We reassess the sufficiency of the accrual each reporting period.

Other Operating Expense (Income), Net

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

Foreign Currency Translation

The operations of each of our entities are measured using the currency of the primary economic environment in which the

subsidiary operates (“functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the

local currency are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the

average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation

adjustments are included as a component of Accumulated other comprehensive loss in the accompanying Consolidated

Balance Sheets.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted

average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income

(loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted

average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS

reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated

using the treasury stock method.

Recently Issued Accounting Standards

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

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

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

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

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

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

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

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

remaining life of the asset when measuring credit losses. The amendments in this update are effective for fiscal years,

including interim reporting periods, beginning after December 15, 2025, with early adoption permitted. We are currently

assessing the impact of this update on our financial statements and related disclosures.

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

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

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

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

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

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

financial statements and related disclosures.

Note 2: Acquisitions and Divestitures

2024 Divestiture of ScholarOne

In the fourth quarter of 2024, in connection with focusing our efforts on our core A&G business assets, we sold our

ScholarOne product group for net cash proceeds of$103.6. As a result of the divestiture, we recognized a gain of$69.5,

which is included in Other operating expense (income), net in the Consolidated Statements of Operations for theyear ended

December 31, 2024.

2024 Divestiture of Valipat

In the second quarter of 2023, we agreed to sell Valipat, a small product group within our IP segment, for$33.8, payable in

annual installments overten years. The transaction closed in April 2024, and we recognized a loss of$14.8, included in Other

operating expense (income), net in the Consolidated Statements of Operations for theyear ended December 31, 2024.

Prior to classifying Valipat as held-for-sale in the second quarter of 2023, the assets to be sold consisted almost entirely of

customer relationship intangible assets. These assets were reduced to an estimated fair value of$26.1 based on the present

value of the consideration to be received overten years. The resulting impairment charge of$132.2 is included in Goodwill

and intangible asset impairments in the Consolidated Statements of Operations for theyear ended December 31, 2023.

As of December 31, 2025, the fair value ofthe related contingent consideration receivablewas$30.8, net of cash receipts,

reported primarily within Other non-current assets in the Consolidated Balance Sheets. We remeasure this receivable on a

recurring basis using Level 3 inputs, specifically discounted revenue projections.

Note 3: Revenues

We disaggregate our revenues by transaction type, by segment (see Note 15 - Segment Information), and by geography.

The following table presents revenues by transaction type, based on revenue recognition pattern:

The following table presents revenues by geography, based on customer location:

For the years ended December 31, 2025,2024, and 2023, approximately 49%,50%, and 49% of our revenues were attributed

to customers in the U.S., respectively. No other country accounted for more than 10% of our revenues.

As of December 31, 2025 and 2024, the capitalized amount of sales commissions included within Prepaid expenses was

$15.2 and$15.4, respectively, and the capitalized amount included in Other non-current assets was$18.7 and$21.4,

respectively. We have not recorded any impairments against these capitalized commission costs.

The following table presents our contract balances:

During theyear ended December 31, 2025, we recognized revenues of$737.8 attributable to deferred revenues recorded at

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

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

Consolidated Balance Sheets. The majority of these obligations relate to customer contracts wherewe license the right to use

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

Note 4: Accounts Receivable

Our Accounts receivable, net balance consisted of the following:

The change in ouraccounts receivable allowance related to the following activity during each of the years presented:

Note 5: Property and Equipment, Net

Property and equipment, net consisted of the following:

Depreciation expense was$21.9,$19.0, and$23.2 for theyears ended December 31, 2025,2024 and 2023, respectively.

Note 6: Other Intangible Assets, Net and Goodwill

Other intangible assets, net

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

assets by major class:

Amortization expense related to intangible assets was$735.3,$708.0, and$685.1 during theyears ended December 31, 2025,

2024, and 2023, respectively.

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

connection with the Value Creation Plan and we recorded anintangible assets impairment charge of$75.0 to write down the

carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book

values.

In connection with the Valipat divestiture and related assets and liabilities held-for-sale as of December 31, 2023 (see Note 2

• Acquisitions and Divestitures for further details), we recorded an intangible assets impairment charge of$132.2 during the

year ended December 31, 2023, primarily associated with purchase-related customer relationships.

As of December 31, 2025, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible

assets, by major class and in total, was as follows:

As of December 31, 2025, estimated future amortization expense related to definite-lived intangible assets was as follows:

Goodwill

The change in the carrying amount of Goodwill by segment was as follows:

In 2025, 2024, and 2023, we completed quantitative goodwill impairment assessments using a DCF analysis to estimate the

fair value of each of our reporting units. For additional information related to our goodwill impairment testing policy and

procedures, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies.

In the fourth quarter of 2023, we performed our annual goodwill impairment assessment and determined that the carrying

value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in agoodwill impairment

charge of $847.7. The impairments were primarily due to worsening macroeconomic and market conditions.

In the second quarter of 2024, primarily due to sustained declines in our share price, we determined that it was appropriate to

perform an interim quantitative goodwill impairment assessment and concluded that the estimated fair value of the A&G

reporting unit was substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying

value exceeded its fair value; consequently, we recorded a goodwill impairment charge of$302.8.

In the third quarter of 2024, we recorded$13.8 of goodwill associated with a small acquisition within the IP reporting unit.

We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying

value based on the results of our second quarter 2024 interim quantitative impairment assessment.

In the fourth quarter of 2024, we performed our annual goodwill impairment assessment and, while the estimated fair value

decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit continued to be

substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying value exceeded its fair

value; consequently, we recorded a goodwill impairment charge of$149.1. The impairment was primarily due to sustained

declines in our share price.

In the fourth quarter of 2025, we performed our annual goodwill impairment assessment and concluded that the estimated fair

values of the A&G and LS&H reporting units were in excess of their respective carrying values and therefore, no impairment

charge was required. We continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to

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

has occurred, we update our impairment assessment by reviewing and potentially changing assumptions and estimates, which

could result in future impairment charges.

Note 7: Leases

We currently lease office space and certain equipment under non-cancelable operating lease agreements. We also haveone

financing lease for office space. Some of our leases include renewal options, which we do not consider with respect to the

lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and

we are not reasonably certain we will exercise the renewal options.

The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information

related to our lease arrangements:

The following table presents an analysis of our lease liability maturities as of December 31, 2025:

Note 8: Derivative Instruments

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

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

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

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

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

2 of the fair value hierarchy.

Cash flow hedges

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

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

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

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

using discount factors based on interest rate yield curves.

As of December 31, 2025, we have outstanding interest rate swaps with an aggregate notional value of$1,756.9. This amount

includes five swap arrangements currently in effect andtwo 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:

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

with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are reclassified to Interest

expense, net in the same period during which the hedged transactions affect earnings. As of December 31, 2025, we estimate

that approximately$2.1 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings

within the next 12 months. For additional information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.

Fair value hedges

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

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

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

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

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

remaining cash flows in the valuation currency.

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

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

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

reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 10 -

Shareholders' Equity.

Net investment hedge

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

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

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

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

life of the swap.

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

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

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

information on changes recorded in AOCL, see Note 10 - Shareholders' Equity.

Derivatives not designated as accounting hedges

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

exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of December 31, 2025

and December 31, 2024, the notional amount of our outstanding foreign currency forward contracts was$162.1 and$91.1,

respectively.

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

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

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

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

net. We recognized a (gain) loss from the fair value adjustment of$(2.2),$2.3 and$(0.8) for the years ended December 31,

2025, 2024, and 2023, respectively.

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

as of December 31, 2025 and December 31, 2024:

Note 9: Debt

The following table summarizes our total indebtedness:

Senior Secured Notes (2026)

In May 2025, we used the proceeds from the incremental Tranche 2 term loans under the Credit Facilities (described below)

to redeem$500.0 aggregate principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid

interest through the May 30, 2025 redemption date. In September 2025, we redeemed an additional$100.0 aggregate

principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September

30, 2025 redemption date, and in January 2026, we redeemed the remaining$100.0 aggregate principal amount, plus accrued

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

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

each year. The Senior Secured Notes due 2026 were secured on a first-lien pari passu basis with borrowings under our credit

facilities and Senior Secured Notes due 2028. These Notes were guaranteed on a joint and several basis by each of our

indirect subsidiaries that was an obligor or guarantor under our credit facilities and were secured on a first-priority basis by

the collateral owned or subsequently acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secured

the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).

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

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

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

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

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

The Senior Notes due 2029 and Senior Secured Notes due 2028 are subject to redemption as a result of certain changes in

control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at our

election, both series of Notes may be redeemed during the 12 month period commencing on June 30 of each of the years

based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.

The indentures governing these Notes contain covenants which, among other things, limit the incurrence of additional

indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making

restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision

of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the

transfer or sale of assets, and the creation of certain liens. As of December 31, 2025, we were in compliance with all of the

indenture covenants.

The Credit Facilities

We have a revolving credit facility and a term loan facility (together, the “Credit Facilities”), as further described below. The

Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and

certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities,

subject to customary exceptions. The credit agreement governing the Credit Facilities contains customary events of default

and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred

stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate

transactions, or incurring certain liens.

The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be

accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material

inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the

Senior Secured Notes due 2028 and the Senior Notes due 2029), voluntary and involuntary bankruptcy proceedings, material

money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change

of control events, and other customary events of default, in each case subject to threshold, notice, and grace period

provisions.

We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage

ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2025, we were in compliance with the

covenants for the credit facilities.

Revolving Credit Facility (2029)

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

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

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

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

maturity date).

In August 2025, we increased the availability under our revolving credit facility from$700.0 to$775.0. All other terms

related to the revolving credit facility were substantively unchanged. As of December 31, 2025, letters of credit totaling$6.5

were collateralized by the revolving credit facility.

The revolving credit facility carries a base interest rate at Term SOFR, plus 3.25% per annum(which decreases to 3.00% or

2.75% per annum upon the achievement of certain first lien leverage ratios as defined in the credit agreement governing the

Credit Facilities). The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum,

based on first lien leverage ratios) times the unutilized amount of total revolving commitments.

Term Loan Facility (2031)

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

base interest rate at Term SOFR, plus 2.75% per annum. In May 2025, we entered into an incremental$500.0 tranche of term

loans. These Tranche 2 term loans carry a base interest rate at Term SOFR, plus 3.25% per annum. The issuance proceeds

were used to redeem a portion of the Senior Secured Notes due 2026 described above.

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

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

observable data for debt with similar prepayment features. The fair value of our debt was$4,369.9 and$4,423.2 at December

31, 2025 and December 31, 2024, respectively, and is considered Level 2 under the fair value hierarchy.

Amounts due under our outstanding borrowings as of December 31, 2025 are as follows:

Note 10: Shareholders' Equity

Share Repurchase Program

In February 2022, the Board approved the purchase of up to$1,000.0 of our ordinary shares through open-market purchases,

to be executed through December 31, 2023. In May 2023, the Board approved the extension of the share repurchase

authorization, but reduced the authorization from$1,000.0 to$500.0, to be executed through December 31, 2024. In

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

two years, from January 1, 2025 through December 31, 2026.

During the year ended December 31, 2023, we repurchased approximately 13.8 million ordinary shares for$100.0 at an

average price of$7.22 per share. During theyear ended December 31, 2024, we repurchased approximately 34.4 million

ordinary shares for$200.0 at an average price of$5.81 per share. During theyear ended December 31, 2025, we repurchased

approximately 56.0 million ordinary shares for$224.5 at an average price of$4.01 per share. Allrepurchased shares were

immediately retired and restored as authorized but unissued ordinary shares.

Accumulated Other Comprehensive Loss (“AOCL”)

The table below provides information about the changes in AOCL by component and the related amounts reclassified to net

earnings during the periods indicated (net of tax).

Conversion of Preferred Shares into Ordinary Shares

On June 3, 2024, all 14.4 million outstanding shares of our 5.25% Series A Mandatory Convertible Preferred Shares

(“MCPS”) automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS

share. All accumulated preferred dividends were paid prior to the conversion.

Note 11: Share-based Compensation

We grant share-based awards under the Clarivate Plc 2019 Incentive Award Plan (“the Plan”). A maximum aggregate amount

of 85.0 million ordinary shares are reserved for issuance under the Plan. The Plan provides for the issuance of options, share

appreciation rights, restricted shares, restricted share units, and cash awards. As of December 31, 2025 and 2024,

approximately 32.1 million and 20.7 million shares, respectively, of our ordinary shares were available for share-based

awards.

Total share-based compensation expense for theyears ended December 31, 2025,2024, and 2023, comprised the following:

Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows:

RSUs and PSUs

RSUs typically vest fromone tothree years under a graded vesting method. RSUs do not have nonforfeitable rights to

dividends or dividend equivalents. The fair value of RSUs is based on the fair value of our common shares on the date of

grant.

PSUs typically either cliff vest over three years or vest ratably between three andfive years. Payout percentages are based on

accomplishing certain levels of growth and profitability, subsequently adjusted for our total shareholder return (“TSR”)

compared to the TSR of the S&P 500. We use a Monte Carlo simulation to determine the fair value of our PSUs at grant date.

Each quarter, we evaluate the likelihood that the performance criteria will be met. As the number of PSUs expected to vest

increases or decreases, compensation expense is also adjusted up or down to reflect the number of shares expected to vest and

the cumulative vesting period met to date.

A summary of RSU and PSU activity for theyear ended December 31, 2025, is presented below:

The 2025,2024, and 2023 weighted average grant date fair value for RSUs was$4.14,$6.89, and$10.34 and for PSUs was

$4.68,$7.77, and$13.55, respectively.

For theyears ended December 31, 2025,2024, and 2023, the fair value of RSUs vested was$30.3,$45.3, and$62.4,

respectively, and the fair value of PSUs vested was insignificant.

Stock Options

No stock option awards have been granted to plan participants since 2019. As of December 31, 2025 and 2024, there wasno

unrecognized compensation cost related to outstanding stock options. As of December 31, 2025, we have 0.6 million options

vested and exercisable at a weighted average exercise price per share of$11.71 with a weighted-average remaining

contractual life of 1.6 years.

Note 12: Restructuring and Other Impairments

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

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

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

model, which includes a cost rationalization component. We have extended this program to include additional

reductions in force and lease rationalization activities in 2026. We expect to incur approximately$25 of additional

costs associated with this plan, primarily in 2026.

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

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

workforce. This program is complete.

•ProQuest Acquisition Integration - During the fourth quarter of 2021, we approved a restructuring plan to reduce

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

in workforce. This program is complete.

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:

Other impairments

In the fourth quarter of 2023, we recorded a charge of approximately$6.1 related to the impairment of two equity

investments, both of which were fully impaired.

Note 13: Income Taxes

The components of the Provision (benefit) for income taxes by jurisdiction were as follows:

The components of Income (loss) before income taxes were as follows:

Effective tax rate reconciliation

While we area public limited company incorporated under the laws of Jersey, Channel Islands, we are a tax resident of the

United Kingdom.

The following tables present reconciliations between the statutory U.K. income tax rate and our effective tax rate (“ETR”) for

the years ended December 31, 2025, 2024, and 2023. The 2025 reconciliation is presented in accordance with ASU 2023-09,

Improvements to Income Tax Disclosures, which we adopted on a prospective basis during the year ended December 31,

The income taxprovision of$7.2 for theyear ended December 31, 2025 was primarily driven by the mix of tax jurisdictions

in which pre-tax profits and losses were recognized. These were partially offset by income tax benefits of$21.7 and$10.9 in

the U.S. and U.K., respectively, that resulted from intra-entity transactions, as well as a$7.1 benefit due to a reduction in the

Base Erosion and Anti-Abuse Tax (“BEAT”).

The income taxprovision of$82.9 for theyear ended December 31, 2024 was driven by a$53.9 expense related to a new

15% corporate income tax enacted by a tax law change in Jersey, Channel Islands, a$10.2 expense to establish valuation

allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized. These were

partially offset by benefits of$16.6 and$14.2 associated with the impairment of intangible assets and goodwill, respectively.

Deferred tax assets and liabilities

The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and

liabilities were as follows:

Deferred tax assets and liabilities are presented net in the Consolidated Balance Sheets if they are in the same jurisdiction.

The components of the net deferred tax liability, as reported in the Consolidated Balance Sheets, were as follows:

We are required to assess the realization of our deferred tax assets and the need for a valuation allowance. The assessment

requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The

valuation allowance was$1,340.4 and$1,279.7 as of December 31, 2025 and 2024, respectively, against certain deferred tax

assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2025 and

2024, the valuation allowance increased by$60.7 and$23.1, respectively.

As of December 31, 2025, we had gross U.S. federal tax loss carryforwards of$2,115.7, U.K. tax loss carryforwards of

$592.0, U.S. state tax loss carryforwards of$1,001.6, and tax loss carryforwards in other foreign jurisdictions of$59.8. The

carryforward period for U.S. federal tax losses is twenty years for losses generated in tax years ended prior to December 31,

2017. The expiration period for these losses begins in 2036. For U.S. losses generated in tax years beginning after January 1,

2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward

period for U.S. state losses varies, and the expiration period is between 2026 and 2044. The carryforward period of other

losses varies by jurisdiction. As of December 31, 2025, we also had R&D and other tax credit carryforwards of$32.3 that

have various carryforward periods, and the expiration period begins in 2027.

We have provided income taxes and withholding taxes in the amount of$13.5 on the undistributed earnings of foreign

subsidiaries as of December 31, 2025. In general, we are not permanently reinvesting our foreign earnings offshore.

Deferred tax valuation allowance

The following table summarizes the changes in our deferred tax valuation allowance:

Taxes paid by jurisdiction

The following table presents income taxes paid, net of refunds, by jurisdiction in accordance with ASU 2023-09,

Improvements to Income Tax Disclosures for the year ended December 31, 2025:

Uncertain tax positions

Unrecognized tax benefits represent the difference between the tax benefits that we are able to recognize for financial

reporting purposes and the tax benefits that have been recognized, or are expected to be recognized, in filed tax returns. The

total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate was$38.3 and$30.8 as

of December 31, 2025 and 2024, respectively.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of

December 31, 2025 and 2024, the amount accrued was$5.3 and$3.2, respectively. Interest and penalties recognized for the

years ended December 31, 2025,2024, and 2023 were$2.0,$0.7, and$(23.2).

We file income tax returns in the U.K., the U.S., and various other jurisdictions. As of December 31, 2025, our open tax years

subject to examination were 2017 through 2024, which includes the major jurisdictions in the U.K. and the U.S.

The following table summarizes our unrecognized tax benefits, excluding interest and penalties:

Note 14: Earnings Per Share

The basic and diluted EPS computations for our ordinary shares are calculated as follows:

Potential ordinary shares on a gross basis of 20.5 million related to share-based awards were excluded from diluted EPS for

the year ended December 31, 2025, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis

of 20.2 million and 32.7 million related to share-based awards and private placement warrants were excluded from diluted

EPS for the years ended December 31,2024 and 2023, respectively, as their inclusion would have been antidilutive.

As a result of the MCPS conversion described in Note 10 - Shareholders' Equity, during the year ended December 31, 2024,

the converted MCPS shares were included in basic EPS for the period subsequent to the conversion. Prior to the conversion,

the MCPS shares were evaluated for inclusion in diluted EPS using the if-converted method and, in each period presented,

were excluded from diluted EPS as their inclusion would have been antidilutive.

Note 15: Segment Information

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

business into the following three reportable segments, based on the different products and services we offer and the markets

we serve:

•Academia & Government. Working with the scientific and academic community, we empower institutions and

libraries to drive research excellence and student outcomes by connecting trusted content, deep expertise, and

responsible innovation. Our A&G segment is home to research, education, and library solutions, including Web of

Science, ProQuest, Ex Libris, and Innovative.

•Intellectual Property. Our comprehensive intellectual property data, software, and expertise helps companies drive

innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect

critical intellectual property assets. Our IP segment is home to Derwent Innovation, CompuMark, Innography,

IPfolio, FoundationIP, and other IP solutions.

•Life Sciences & Healthcare. Our connected data, deep expertise, and intelligence platforms empower life sciences

and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially

successful treatments and solutions to patients faster. Our LS&H segment is home to comprehensive solutions used

by pharma, biotech, and medtech companies, including Cortellis, Medtech, Market Access and Commercialization,

and deep consulting expertise.

Our chief operating decision maker (“CODM”) is our chief executive officer (“CEO”), who evaluates performance for our

reportable segments based primarily on revenues and Adjusted EBITDA. Our CEO uses these measures predominantly

during the annual budgeting process and the quarterly forecast update and reporting process to identify and evaluate

investment decisions that provide the best opportunities to accelerate revenue growth and provide incremental margin

improvement. Our CEO does not review assets by segment for the purpose of assessing performance or allocating resources

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

our working capital management functions.

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

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

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

Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and

amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses,

the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction

costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for

the period that we do not consider indicative of our ongoing operating performance.

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

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

Long-Lived Assets by Geography

The following table summarizes our long-lived assets by geography, based on physical location. Long-lived assets consist of

Property and equipment, net and Operating lease right-of-use assets and exclude Goodwill, Other intangible assets, net,

Deferred income taxes, and Other assets.

Note 16: Commitments and Contingencies

Lawsuits and Legal Claims

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

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

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

including the uncertainties of litigation.

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

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

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

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

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

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

matters.

During the year ended December 31, 2023, we reached settlement related to a large legal claim, which was covered by

insurance. We recognized a total gain on settlement of$49.4 which is included in Other operating expense (income), net in

the Consolidated Statement of Operations.

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

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

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

to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022.

On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of

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

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

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

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

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

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

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

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

dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23,

2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10,

2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and

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

briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are

currently pending.

In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of

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

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

in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary

objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied

a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary

objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29,

2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024.

On April 25, 2025, the court issued an order permitting the parties to take discovery on issues raised in the Company’s

preliminary objections related to standing, and to file supplemental briefs upon completion of such discovery. The parties

filed their supplemental briefs on December 9, 2025. On February 18, 2026, following oral argument, the court entered an

order sustaining in part the preliminary objections for plaintiff’s failure to plead standing, dismissing the second amended

complaint without prejudice, with leave for plaintiff to file a third amended complaint, and overruling the remainder of the

preliminary objections without prejudice to being reasserted, if appropriate, in response to any third amended complaint.

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

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

these matters.