Form 8-K/A

8-K/A — CLARIVATE PLC

Accession: 0001764046-26-000122

Filed: 2026-10-13

Period: 2026-10-06

CIK: 0001764046

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — clvt-20261006.htm (Primary)

EX-99.1 (ex991unauditedproformafina.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: clvt-20261006.htm · Sequence: 1

clvt-20261006

0001764046false00-000000000017640462026-10-062026-10-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 6, 2026

Date of Report (date of earliest event reported)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

001-38911

(Commission File Number)

N/A

(I.R.S. Employer Identification No.)

70 St. Mary Axe

London

EC3A 8BE

United Kingdom

(Address of Principal Executive Offices)

(44) 207-433-4000

Registrant's telephone number, including area code

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Ordinary Shares, no par value CLVT New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 6, 2026, Clarivate Plc (“Clarivate”) filed a Current Report on Form 8-K (the “Original 8-K”) to disclose that, among other things, the previously announced sale of its Life Sciences and Healthcare business was completed on October 6, 2026.

In the Original 8-K, Clarivate indicated that the pro forma financial information required by Item 9.01(b) of Form 8-K would be filed no later than October 13, 2026, which is the fourth business day following completion of the Life Sciences and Healthcare business sale. This Current Report on Form 8-K/A (the “Current Report”) is being filed to provide such pro forma financial information.

Item 9.01. Financial Statements and Exhibits.

(b) Unaudited Pro Forma Condensed Consolidated Financial Information.

The following unaudited pro forma condensed consolidated financial statements of Clarivate reflecting the sale of its Life Sciences and Healthcare business are filed as Exhibit 99.1 to this Current Report and are incorporated herein by reference:

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026;

•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and for the years ended December 31, 2025, 2024 and 2023.

(d) Exhibits.

Exhibit No. Description

99.1

Clarivate Plc Unaudited Pro Forma Condensed Consolidated Financial Information

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 13, 2026

CLARIVATE PLC

By: /s/ Michael Easton

Name: Michael Easton

Title: Executive Vice President & Chief Financial Officer

EX-99.1

Filename: ex991unauditedproformafina.htm · Sequence: 2

Document

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

On July 3, 2026, certain subsidiaries of Clarivate Plc (“Clarivate”) entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with an affiliate of Altaris, LLC (the “Buyer”), pursuant to which, among other things, Clarivate agreed to sell its Life Sciences and Healthcare business (“LS&H”) to the Buyer (the “Transaction”) for an aggregate purchase price of $600 million, consisting of approximately $500 million in cash at closing, a $75 million unsecured senior note, and deferred cash consideration of $25 million payable upon the later of the completion of a transition services agreement (the “TSA”) and January 31, 2028 (but no later than January 31, 2028, in any case). On October 6, 2026, Clarivate completed the Transaction, receiving approximately $488.4 million in cash at close, net of closing costs and after giving effect to the working capital adjustment mechanisms in the Purchase Agreement. This sale represents a strategic shift in the business and has met the requirements to be classified as discontinued operations in the third quarter of 2026. The gain or loss on sale to be recorded within our consolidated statements of operations calculated based on the carrying value of LS&H as of the closing date is not expected to be material.

In connection with the Transaction close, Clarivate entered into the TSA and certain other commercial arrangements to ensure an orderly transition of business operations post-closing. The transaction adjustments in the unaudited pro forma condensed consolidated financial information below include the impact of the TSA, as discussed in the explanatory notes, but exclude the other commercial arrangements, as they are not expected to have a material impact.

The following unaudited pro forma condensed consolidated financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial information reflects pro forma adjustments applied to Clarivate’s historical financial results as reported under U.S. generally accepted accounting principles (“GAAP”) to present the impacts of the Transaction and the TSA as if they had been effective as of the dates indicated.

The unaudited pro forma condensed consolidated financial information has been derived from Clarivate’s historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results of Clarivate, the unaudited pro forma condensed consolidated financial information is included for informational purposes only and is intended to illustrate how the Transaction and TSA might have affected the historical consolidated financial statements had they been completed as of the dates indicated. This information should not be considered indicative of Clarivate’s future financial condition or results of operations. Our actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein.

The unaudited pro forma condensed consolidated financial information is presented as follows:

•The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 presents Clarivate’s consolidated financial position after giving pro forma effect to the Transaction as if it had occurred on June 30, 2026.

•The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 present Clarivate’s results of operations through income from continuing operations as if the Transaction and TSA had occurred on January 1, 2025.

•The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the years ended December 31, 2025, 2024, and 2023 have been presented to give effect to the classification of LS&H as a discontinued operation.

In addition, the unaudited pro forma condensed consolidated financial statements presented herein are accompanied by notes that describe the unaudited pro forma adjustments and related assumptions. The pro forma adjustments and related assumptions are based on currently available information and estimates. Any of the factors underlying the estimates and assumptions used in preparing the unaudited pro forma condensed consolidated financial information may change or prove to be materially different.

Clarivate Plc

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2026

(in millions) Historical

LS&H Discontinued Operations

(Note a)

Transaction Accounting Adjustments

Financing Transactions

(Note g)

Pro Forma

ASSETS

Current assets:

Cash and cash equivalents, including restricted cash $ 217.7 $ – $ 488.4 (b) $ (575.0) $ 131.1

Accounts receivable, net 827.9 (67.5) – – 760.4

Prepaid expenses 107.1 (12.0) (0.4) (c) – 94.7

Other current assets 61.5 (4.1) 5.5 (c) – 62.9

Total current assets 1,214.2 (83.6) 493.5 (575.0) 1,049.1

Property and equipment, net 49.5 (0.6) – – 48.9

Other intangible assets, net 7,734.3 (473.1) – – 7,261.2

Goodwill 1,344.9 (256.0) – – 1,088.9

Other non-current assets 86.5 (8.2) 100.0 (b) – 178.3

Deferred income taxes 17.9 (0.8) 0.2 (c) – 17.3

Operating lease right-of-use assets 38.8 (0.8) – – 38.0

Total assets $ 10,486.1 $ (823.1) $ 593.7 $ (575.0) $ 9,681.7

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 152.9 $ (6.0) $ – $ – $ 146.9

Accrued compensation 99.0 (19.7) – – 79.3

Accrued expenses and other current liabilities 268.5 (9.5) 2.8 (c) – 261.8

Current portion of deferred revenues 897.0 (130.9) – – 766.1

Current portion of operating lease liability 16.7 (0.3) – – 16.4

Current portion of long-term debt 1.6 – – – 1.6

Total current liabilities 1,435.7 (166.4) 2.8 – 1,272.1

Long-term debt 4,209.3 – – (575.0) 3,634.3

Other non-current liabilities 75.8 (4.4) – – 71.4

Deferred income taxes 197.9 (9.0) (0.9) (c) – 188.0

Operating lease liabilities 29.9 (0.6) – – 29.3

Total liabilities 5,948.6 (180.4) 1.9 (575.0) 5,195.1

Shareholders' equity:

Ordinary Shares 12,815.2 – – – 12,815.2

Accumulated other comprehensive loss (454.3) – – – (454.3)

Accumulated deficit (7,823.4) (642.7) 591.8 (d) – (7,874.3)

Total shareholders' equity 4,537.5 (642.7) 591.8 – 4,486.6

Total liabilities and shareholders' equity $ 10,486.1 $ (823.1) $ 593.7 $ (575.0) $ 9,681.7

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

Clarivate Plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2026

(in millions, except per share data) Historical

LS&H Discontinued Operations

(Note a)

Transaction Accounting Adjustments

Financing Transactions

(Note g)

Pro Forma

Revenues $ 1,172.8 $ (182.0) $ – $ – $ 990.8

Operating expenses:

Cost of revenues 377.6 (69.0) – – 308.6

Selling, general and administrative costs 357.9 (50.3) – – 307.6

Depreciation and amortization 369.7 (47.3) – – 322.4

Goodwill and intangible asset impairments 221.7 (221.7) – – –

Restructuring costs 24.1 (3.8) – – 20.3

Other operating expense (income), net (8.2) (1.3) – – (9.5)

Total operating expenses 1,342.8 (393.4) – – 949.4

Operating income (loss) (170.0) 211.4 – – 41.4

Interest expense, net 119.4 – (3.2) (b) (13.0) 103.2

Income (loss) from continuing operations before income taxes (289.4) 211.4 3.2 13.0 (61.8)

Provision (benefit) for income taxes 19.4 (1.6) – (f) – 17.8

Income (loss) from continuing operations, net of taxes $ (308.8) $ 213.0 $ 3.2 $ 13.0 $ (79.6)

Per share:

Basic $ (0.48) $ (0.12)

Diluted $ (0.48) $ (0.12)

Weighted average shares used to compute earnings per share:

Basic 640.0 640.0

Diluted 640.0 640.0

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

Clarivate Plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2025

(in millions, except per share data) Historical

LS&H Discontinued Operations

(Note a)

Transaction Accounting Adjustments

Financing Transactions

(Note g)

Pro Forma

Revenues $ 2,455.2 $ (389.8) $ – $ – $ 2,065.4

Operating expenses:

Cost of revenues 833.6 (156.6) – – 677.0

Selling, general and administrative costs 708.6 (98.5) – – 610.1

Depreciation and amortization 757.2 (91.4) – – 665.8

Goodwill and intangible asset impairments 15.0 (15.0) – – –

Restructuring and other impairments 50.7 (12.1) – – 38.6

Other operating expense (income), net 18.6 4.1 (24.0) (e) – (1.3)

Total operating expenses 2,383.7 (369.5) (24.0) – 1,990.2

Operating income (loss) 71.5 (20.3) 24.0 – 75.2

Interest expense, net 265.4 – (6.0) (b) (21.0) 238.4

Income (loss) from continuing operations before income taxes (193.9) (20.3) 30.0 21.0 (163.2)

Provision (benefit) for income taxes 7.2 1.7 – (f) – 8.9

Income (loss) from continuing operations, net of taxes $ (201.1) $ (22.0) $ 30.0 $ 21.0 $ (172.1)

Per share:

Basic $ (0.30) $ (0.26)

Diluted $ (0.30) $ (0.26)

Weighted average shares used to compute earnings per share:

Basic 673.3 673.3

Diluted 673.3 673.3

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

Clarivate Plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2024

(in millions, except per share data) Historical

LS&H Discontinued Operations

(Note a)

Pro Forma

Revenues $ 2,556.7 $ (418.9) $ 2,137.8

Operating expenses:

Cost of revenues 869.2 (159.8) 709.4

Selling, general and administrative costs 727.6 (108.8) 618.8

Depreciation and amortization 727.0 (106.4) 620.6

Goodwill and intangible asset impairments 540.7 (512.5) 28.2

Restructuring and other impairments 19.6 (6.1) 13.5

Other operating expense (income), net (51.8) (2.3) (54.1)

Total operating expenses 2,832.3 (895.9) 1,936.4

Operating income (loss) (275.6) 477.0 201.4

Fair value adjustment of warrants (5.2) – (5.2)

Interest expense, net 283.4 – 283.4

Income (loss) from continuing operations before income taxes (553.8) 477.0 (76.8)

Provision (benefit) for income taxes 82.9 20.2 103.1

Income (loss) from continuing operations, net of taxes (636.7) 456.8 (179.9)

Dividends on preferred shares 31.3 – 31.3

Income (loss) attributable to ordinary shares $ (668.0) $ 456.8 $ (211.2)

Per share:

Basic $ (0.96) $ (0.30)

Diluted $ (0.96) $ (0.30)

Weighted average shares used to compute earnings per share:

Basic 693.6 693.6

Diluted 693.6 693.6

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

Clarivate Plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2023

(in millions, except per share data) Historical

LS&H Discontinued Operations

(Note a)

Pro Forma

Revenues $ 2,628.8 $ (442.8) $ 2,186.0

Operating expenses:

Cost of revenues 906.4 (164.6) 741.8

Selling, general and administrative costs 739.7 (97.8) 641.9

Depreciation and amortization 708.3 (100.9) 607.4

Goodwill and intangible asset impairments 979.9 (265.5) 714.4

Restructuring and other impairments 40.0 (7.7) 32.3

Other operating expense (income), net (10.8) (6.1) (16.9)

Total operating expenses 3,363.5 (642.6) 2,720.9

Operating income (loss) (734.7) 199.8 (534.9)

Fair value adjustment of warrants (15.9) – (15.9)

Interest expense, net 293.7 – 293.7

Income (loss) from continuing operations before income taxes (1,012.5) 199.8 (812.7)

Provision (benefit) for income taxes (101.3) (17.9) (119.2)

Income (loss) from continuing operations, net of taxes (911.2) 217.7 (693.5)

Dividends on preferred shares 75.4 – 75.4

Income (loss) attributable to ordinary shares $ (986.6) $ 217.7 $ (768.9)

Per share:

Basic $ (1.47) $ (1.14)

Diluted $ (1.47) $ (1.14)

Weighted average shares used to compute earnings per share:

Basic 671.6 671.6

Diluted 671.6 671.6

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

Clarivate Plc

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

LS&H Discontinued Operations

(a)Reflects Clarivate’s current best estimate of LS&H’s assets, liabilities, shareholders’ equity, revenue, and expenses prepared in accordance with the discontinued operations guidance set forth in Accounting Standards Codification ("ASC") 205, Presentation of Financial Statements. Non-recurring costs (primarily professional fees) that are directly related to the Transaction have been included in discontinued operations, but certain liability and general corporate overhead expenses for corporate support functions like finance, treasury, information technology, and legal, among others, have been excluded because they are not directly related to LS&H and therefore do not meet the criteria to be included in discontinued operations.

Transaction Accounting Adjustments

(b)Reflects the consideration received in connection with the Transaction close, comprising the $488.4 million of cash consideration received at close, a $75.0 million unsecured senior note, and $25.0 million of deferred cash consideration.

(c)Reflects additional tax assets and liabilities recorded as a result of the Transaction, including a $5.5 million receivable for tax refunds owed to Clarivate recorded in Other current assets.

(d)Reflects the impact to shareholders’ equity from the pro forma adjustments described in notes (b) and (c).

(e)Reflects the impact of the TSA whereby Clarivate will provide certain services to Altaris on a transitional basis after the Transaction close, including IT, finance, and similar administrative and shared service support functions. The services to be provided under the TSA range from one to 12 months post-closing. There was no income tax effect for this adjustment due to a valuation allowance on related tax attributes.

(f)There was no income tax effect as a result of the transaction or for any of the transaction accounting adjustments due to a valuation allowance on related tax attributes.

Financing Transactions

(g)Reflects the anticipated use of $488.4 million of cash proceeds from closing and $11.6 million of company cash for partial redemptions of Clarivate’s Senior Secured Notes due 2028 and Senior Notes due 2029, as well as the use of company cash (in September 2026) for a tender offer for $75.0 million of Senior Secured Notes due 2028 that has not been reflected in historical results.

The pro forma adjustments on the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 reflects the reversal of the historical interest expense associated with the partial redemptions described above, net of unamortized discount and debt issuance costs. There was no income tax effect for this adjustment due to a valuation allowance on related tax attributes.

Other Information

Approximately $20.0 million of non-recurring transaction costs for investment banker, legal, accounting, and other professional services incurred to complete the Transaction have not been reflected in historical results. There is no pro forma adjustment in the unaudited pro forma condensed consolidated balance sheet or in the unaudited pro forma condensed consolidated statements of operations because these costs will be classified within discontinued operations.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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