Form 8-K

8-K — CLARIVATE PLC

Accession: 0000950103-26-014070

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001764046

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp253474_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp253474_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (date of earliest event reported):

September 17, 2026

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.)

St. Mary Axe

London

EC3A 8BE

United Kingdom

(Address of Principal Executive Offices)

(44) 207-433-4000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐ 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 8.01. Other Events.

On September 17, 2026, Clarivate Plc issued a press release announcing

the launch of cash tender offer by its wholly-owned subsidiary, Clarivate Science Holdings Corporation, for certain of its debt securities.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.

Description

99.1

Press release issued by Clarivate Plc dated September 17, 2026

104

Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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.

CLARIVATE PLC

Date: September 17, 2026

By: /s/ John Doulamis

Name: John Doulamis

Title: Senior Vice President, General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp253474_ex9901.htm · Sequence: 2

Exhibit 99.1

Clarivate Commences Offer to Purchase for Cash

Certain of its Outstanding Debt Securities

LONDON, September 17, 2026: Clarivate

Plc (NYSE: CLVT) ("Clarivate"), a leading global provider of transformative intelligence, today announced that its wholly-owned

subsidiary, Clarivate Science Holdings Corporation (the “Company”), has commenced a cash tender offer (the "Offer")

to purchase the outstanding notes described below, upon the terms and subject to the conditions set forth in the Offer to Purchase dated

September 17, 2026 (the "Offer to Purchase").

The Company is offering to purchase in the Offer its 3.875% Senior Secured

Notes due 2028 (the “Notes”) for the consideration described below, subject to a $75,000,000 cap on the aggregate principal

amount of Notes purchased in the Offer (the "Tender Cap") subject to proration and the terms and conditions set forth in the

Offer to Purchase. Subject to applicable law, the Company may, but is under no obligation to, eliminate, increase or decrease the Tender

Cap at any time prior to the Expiration Date. In the event proration is required with respect to the Notes, the Company will multiply

the principal amount of each valid tender of such Notes by the proration rate and round the resulting amount down to the nearest $1,000

principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the Offer. The excess principal

amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount

of Notes is less than $2,000, the Company may either accept or reject all such tendering Holders' validly tendered Notes in its sole discretion.

Additionally, the Company may increase the amount of Notes accepted for payment in the Offer by no more than 2% of the outstanding Notes

without amending or extending the Offer, and may also increase or decrease the percentage of the Notes accepted for payment in the Offer

(including by more than 2% of the outstanding Notes) by a press release or other public announcement that is widely disseminated by Clarivate

by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled Expiration Date. Capitalized terms used

but not defined in this press release have the meanings given to them in the Offer to Purchase.

Notes

Issuer

CUSIP / ISIN Number(1)

Aggregate Principal Amount Outstanding

Maturity Date

Reference Security

Bloomberg Reference Page

Fixed Spread (Basis Points)

3.875% Senior Secured Notes due 2028

Clarivate Science Holdings Corporation

144A: 18064P AC3 / US18064PAC32

Reg S: U1800Q AC3 / USU1800QAC34

$825,000,000

July 1, 2028

4.125% UST due June 30, 2028

FIT 4

+50

(1) No representation is made

as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

The "Total Consideration" payable per each $1,000 principal

amount of Notes validly tendered for purchase will be based on the Fixed Spread, plus the Reference Yield based on the Reference Security

as quoted on the Bloomberg Reference Page as of 2:00 p.m., New York City time, on September 23, 2026, unless extended by the Company with

respect to the Offer (such date and time, as the same may be extended by the Company with respect to the Offer, the "Price Determination

Date"). Unless extended, promptly after the Price Determination Date, Clarivate will announce in a press release, among other things,

the Total Consideration. In addition to the Total Consideration, Holders whose Notes are accepted for purchase pursuant to the Offer will

receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding,

the Settlement Date (the "Accrued Interest," and the payment thereof, the "Accrued Coupon Payment").

The Offer is scheduled to expire on the Expiration Date, which is 5:00

p.m., New York City time, on September 23, 2026, unless extended or earlier terminated by the Company. Tenders of Notes may be validly

withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 23, 2026, but, except as provided in the Offer to Purchase

or required by applicable law, may not be validly withdrawn thereafter.

The "Settlement Date" will be the second business day after

the Expiration Date and is expected to be September 25, 2026.

The Offer is subject to certain conditions as described in the Offer

to Purchase. If any condition is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay

the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter the Offer. The Offer

is not contingent upon the tender of any aggregate minimum principal amount of Notes (subject to minimum denomination requirements as

set forth in the Offer to Purchase).

The Company has retained Citigroup Global Markets Inc. to act as dealer

manager (the "Dealer Manager") for the Offer. Global Bondholder Services Corporation will act as the Tender and Information

Agent for the Offer. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1

(212) 723-6106 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder

Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2015 (for all others toll-free) or to

the Dealer Manager at its telephone number. Copies of the Offer to Purchase are available at: https://www.gbsc-usa.com/clarivate/.

You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Holders of Notes are advised to check with each bank, securities broker

or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial

owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offer before the deadlines

specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of

tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

This press release is neither an offer to purchase nor a solicitation

of an offer to sell the Notes or any other securities. The Offer is made only by and pursuant to the terms of the Offer to Purchase and

only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified

by reference to the Offer to Purchase. None of the Company, Clarivate, the Dealer Manager or the Tender and Information Agent makes any

recommendation as to whether Holders should tender their Notes pursuant to the Offer. Holders must make their own decisions as to whether

to tender Notes, and, if so, the principal amount of Notes to tender.

Forward-Looking Statements

This release includes statements that express our opinions, expectations,

beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed

to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities

Litigation Reform Act of 1995. These forward-looking statements include all matters that are not historical facts, including statements

relating to our intentions, beliefs, or current expectations concerning, among other things, the completion of the Offer. These forward-looking

statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”

“anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,”

“may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology.

Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts

concerning future events impacting us. These forward-looking statements involve a number of risks and uncertainties (some of which are

beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed

or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described

in Item 1A. Risk Factors in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission

(“SEC”). There can be no assurance that future developments affecting us will be those that we have anticipated. Should one

or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material

respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities

laws. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.

About Clarivate

Clarivate is a leading global provider of transformative intelligence.

We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual

Property, and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.

Media Contact:

Amy Bourke-Waite, Senior Director, Communications & Brand

newsroom@clarivate.com

Investor Relations Contact:

Mark Donohue, Vice President, Investor Relations

investor.relations@clarivate.com

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