CLARIVATE PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by the Registrant ☒Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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CLARIVATE PLC

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(Name of Registrant as Specified In Its Charter)

n/a

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Dear Fellow Shareholders:

On behalf of our Board of Directors, I am pleased to invite you to the 2025 Annual General Meeting of Shareholders of Clarivate Plc (the “Annual Meeting”), which will be held on Wednesday, May 7, 2025, at the Clarivate corporate headquarters located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom, starting at 1:00 p.m. BST.

The enclosed Notice of the 2025 Annual General Meeting of Shareholders and Proxy Statement describe the business that we will conduct at the meeting and the proposals that the shareholders of Clarivate will consider and vote upon.

All shareholders of record of our ordinary shares at the close of business on March 10, 2025, the Record Date, are entitled to receive notice of, and to vote at, the Annual Meeting, or any continuation, postponement, or adjournment thereof. If you plan to attend the Annual Meeting in person, we encourage you to request an admission ticket in advance. You can request a ticket in advance by following the instructions under “Admission Procedure” in the Proxy Statement. Failure to request an admission ticket in advance will not preclude your attendance at the Annual Meeting in person. However, in each case, an individual must have evidence of ownership of the Company’s ordinary shares as of the Record Date and a valid government-issued photo identification (e.g., a driver’s license or a passport) and should arrive in advance, with sufficient time to be admitted to the Annual Meeting.

Whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted at the meeting. If you have elected to receive your proxy materials by mail, please mark, sign, date, and return the proxy card in the envelope accompanying the proxy materials. If you received your proxy materials over the internet, please submit your voting instructions by internet or otherwise in accordance with the instructions provided in the notice of internet availability of proxy materials that you received in the mail. You may also submit your proxy by sending a scanned PDF version of the original proxy card by email to Company.Secretary@clarivate.com. If your shares are held in the name of a bank or broker, submitting your voting instructions by mail, telephone, or internet will depend on the processes of the bank or broker, and you should follow the instructions you receive from your bank or broker.

Returning the proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote. If you decide to attend the Annual Meeting, you will be able to revoke your proxy and vote. Any signed proxy returned and not completed will be voted by management in favor of all proposals presented in the Proxy Statement.

Remember that your shares cannot be voted unless you submit your proxy or attend the Annual Meeting in person. Your participation is important, so please review these materials carefully and submit your voting instructions.

Thank you for your continued support of Clarivate.

Sincerely,

Andy Snyder

Chair of the Board

Notice of 2025 Annual General Meeting of

Shareholders

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) of Clarivate Plc (“Clarivate” or the “Company”) will be held at the following date, time, and place:

Items of Business

Re-elect ten directors to serve on the Board of Directors until the next annual general meeting of shareholders or until their respective successors are duly elected and qualified: Valeria Alberola, Jane Okun Bomba, Usama N. Cortas, Suzanne Heywood, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Saurabh Saha, Matti Shem Tov, and Andrew Snyder.

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Adopt a resolution, on an advisory, non-binding basis, to approve the compensation of the Company’s named executive officers.

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Reappoint PricewaterhouseCoopers LLP as our auditors, ratify their appointment as our independent registered public accountants for the fiscal year 2025 on a non-binding and advisory basis, and authorize the Company’s Board of Directors, acting through its Audit Committee, to determine the fees to be paid to the auditors.

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Approve the Clarivate Plc Amended and Restated 2019 Incentive Award Plan.

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Authorize the repurchase of the Company’s ordinary shares in open-market transactions (the text of the special resolution for this proposal is set forth below).

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Transact such other business, if any, as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

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The text of the resolutions in respect of Proposal 5 (which are proposed as a special resolution and an ordinary resolution, respectively) is as follows:

“RESOLVED AS A SPECIAL RESOLUTION, that the Company is hereby authorized to conduct open-market purchases of its ordinary shares from time to time as approved by the Board of Directors; provided that (i) this purchase authority shall extend from May 7, 2025, to May 6, 2030, inclusive; (ii) the price per ordinary share (exclusive of brokerage fees and commissions) paid by the Company to repurchase ordinary shares pursuant to this resolution shall not be less than $1.00 per share nor in excess of $35.00 per share; and (iii) the Company shall not purchase more than 100,000,000 ordinary shares pursuant to this resolution (without giving effect to purchases pursuant to any other resolution); and further

RESOLVED AS AN ORDINARY RESOLUTION, that, in accordance with Article 58A and subject to Article 57(7) of the Companies (Jersey) Law 1991, any ordinary shares that the Company purchases pursuant to the foregoing resolution may be held by it as treasury shares, and may, at the Company’s option, be canceled, sold, transferred for the purposes of or under an employee share scheme or held without canceling, selling or transferring them.”

You may cast your vote in one of the following ways:

Any shareholder who is entitled to vote at the Annual Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. A proxy need not be a shareholder.

Clarivate’s Board of Directors has fixed the close of business on March 10, 2025 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof.

For ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available for shareholders to review for purposes relevant to the meeting. To arrange to review that list, please send a written request to General Counsel, c/o Legal Department, Clarivate Plc, 70 St. Mary Axe, London EC3A 8BE, United Kingdom or by email to Company.Secretary@clarivate.com.

The Company’s audited consolidated financial statements for the year ended December 31, 2024, together with the auditor’s report thereon, will be presented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 7, 2025: The Proxy Statement and our 2024 Annual Report are available athttp://ir.clarivate.com.

To receive a printed copy of the Proxy Statement and our Annual Report free of charge by mail, please send a request to Clarivate Plc, Attention: General Counsel, 70 St. Mary Axe, London EC3A 8BE, United Kingdom or by email to Company.Secretary@clarivate.com or call +44 207 4334000.

We hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed Proxy Card by mail or by email, or by following the instructions for internet voting provided on the Proxy Card, or, if you hold your shares in the name of a bank or broker, by following the instructions you receive from your bank or broker. Casting a vote by proxy will not limit your rights to vote at the Annual Meeting.

By order of the Board of Directors,

John Doulamis

General Counsel