CLARIVATE PLC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _______
Commission File No.001-38911
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | Not applicable |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 70 St. Mary AxeLondon EC3A 8BEUnited Kingdom(Address of principal executive offices) | Not applicable(Zip Code) |
Registrant’s telephone number, including area code:+44 207 4334000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, no par value | CLVT | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒
The aggregate market value of ordinary shares held by non-affiliates of the registrant, based on the closing price of the ordinary shares
as reported on the New York Stock Exchange as of June 30, 2025, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately$1.3 billion. Solely for purposes of this calculation, all executive officers, directors, and
holders of five percent or more of the issued and outstanding ordinary shares of the registrant are deemed “affiliates.”
The number of ordinary shares of the Company outstanding as of January 31, 2026, was 640,698,582.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference to the
registrant’s definitive proxy statement on Schedule 14A for the 2026 Annual General Meeting of Shareholders, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year.
TABLE OF CONTENTS
| Page | |
|---|---|
| Cautionary Note Regarding Forward-Looking Statements | 4 |
| PART I | |
| Item 1. Business. | 6 |
| Item 1A. Risk Factors. | 11 |
| Item 1B. Unresolved Staff Comments. | 21 |
| Item 1C. Cybersecurity. | 21 |
| Item 2. Properties. | 22 |
| Item 3. Legal Proceedings. | 22 |
| Item 4. Mine Safety Disclosures. | 22 |
| PART II | |
| Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. | 23 |
| Item 6. [Reserved] | 24 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 25 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 34 |
| Item 8. Financial Statements and Supplementary Data. | 35 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 69 |
| Item 9A. Controls and Procedures. | 69 |
| Item 9B. Other Information. | 70 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 70 |
| PART III | |
| Item 10. Directors, Executive Officers and Corporate Governance. | 70 |
| Item 11. Executive Compensation. | 70 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 70 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 70 |
| Item 14. Principal Accountant Fees and Services. | 70 |
| PART IV | |
| Item 15. Exhibits and Financial Statement Schedules. | 71 |
| SIGNATURES | 74 |
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