CLVT 10-K & 10-Q changes, risk factors and insider trading

Strategy and Market Demand Risks

Substantially all our products and services are developed using data, information, or services obtained from third-party providers and public sources or are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by third-party service providers. We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredicted price increases and unfavorable licensing terms. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could adversely impact our customers’ use of the content.content, Fromparticularly timein tocertain time,cases where we are reliant on a sole source for data feeds that are not diversified. We may also receive notices from third parties claiming infringementinfringement, misappropriation, or other violations by our products and services of third-party patent and other IPintellectual property rights andand, as the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe onon, misappropriate, or otherwise violate such party’s IPintellectual property rights. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. Any of the foregoing risks may be exacerbated by our use of AI, or that of our competitors or third-party service providers. If we do not maintain or obtain the expected benefits from our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.

Increased accessibilityaccess to free or relatively inexpensive information sources may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available, and we expect this trend to continue.continue, especially with the deployment of free, general purpose AI models and other AI tools. Public sources of free or relatively inexpensive information may reduce demand for our products and services. Competition from such free or lower cost sources may also require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investmentsinvestments, (which mightmay resultimpact inour lowerfinancial profit margins).performance. Demand could also be reduced as a result of cost-cutting, reduced spending, or reduced activity by customers. Our results of operations could be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our databases, customers’ perception of our products relative to the value that they deliver, user experience, and the quality of our overall offerings. Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise, and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized withhave a narrower focus than our company, and with other internetinformation services companies and search providers. New and emerging technologies, including AI, canmay present opportunities for our existing competitors to adopt additional or complementary services more effectively than us, and may also have the impact of allowingallow start-up companies to enter the market more quickly than they would have been able to in the past. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions and some of our customers may decide to independently develop certain products and services. If we fail to compete effectively, our financial condition and results of operations could be adversely affected.solutions.

We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring arrangements, with the remaining revenue coming from transactional revenues.arrangements. If we are unable to maintain a high annual renewal rate for our subscription-based and re-occurring arrangements, or we are unable to achieve expected transactional revenues, our results of operations could be adversely affected.

For the year ended December 31, 2024,2025, approximately 80%83% of our revenues were subscription-based and re-occurring arrangements and 20% were transactional revenues.arrangements. Because most of the revenues we report in each quarter are the result of subscription and re-occurring agreements entered into or renewed in previous quarters, with subscription renewals historically concentrated in the first quarter, a decline in subscriptionssubscription activity in any one quarter may not affect our results in that quarter, but could reduceresult in lower revenues in future quarters. Our operating results depend on our ability to achieve and sustain high renewal rates with acceptable pricing on our existing subscription and re-occurring arrangements, to obtain new subscription and re-occurring agreements with new and existing customers at competitive prices and other commercially acceptable terms, and to obtain a consistent flow of transactional business.arrangements. Uncertain global economic conditions, including inflationary pressuresinflation and risingchanging interesttrade rates,policies, have had and may continue to have an adverse impact on our ability to increase our revenue results. Failure to meet one or more of our revenue objectives could have a material adverse effect on our business, financial condition, and operating results.

If our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions, and changing regulatory requirements, our revenues could be adversely affected.

Our business is characterized by rapidly changing technology, evolving industry standardsstandards, and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences. Our business can also be affected by macroeconomic factors beyond our control, and our ability to keep pace with technology, business,industry, and regulatory changes is subject to a number of risks, including those that we may find it difficult or costly to:

•leverage AI, including generative AI,AI in our existing or newly developed products and services;

•update our products and services to keep pace with business, evolving industry standards, regulatory requirements, our customers’ needs, and other developments in the markets in which our customers operate.

In addition, theThe principal customers for certain of our products and services are universitiesacademic andinstitutions, government agencies, and life sciences and pharmaceutical companies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. The level of government funding of research and development may be increased or reduced annually, and we have seen a reduction in government funding in 2025. The availability of government research funding has been, and may continue to be, adversely affected by policy changes, economic conditions, and government spending reductions, including the downsizing or reduced funding of certain government agencies. Recession, economic uncertainty, changing trade policies, or austerity have also contributed, and may incontinue the futureto contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of universitiesacademic orinstitutions, government agencies, whichor havelife remainedsciences underand pressure,pharmaceutical companies, or changes in the spending patterns of private or governmentalgovernment sources that fund academic institutions, could adversely affect our business and results of operations.

AsIn previously announced,2025, we have developed and adopted a new Value Creation Plan that is intended to increase subscription and re-occurring revenue mix, increase organic growth, optimize return on investment, and improve financial performance. As part of this plan, we are focusing our efforts on accelerating AI innovation at scale, strengthening commercial execution, driving core subscriptionefficiency and re-occurringmargin revenue streams, driving sales execution, better emphasizing customer engagement and retention, accelerating innovation,expansion, and evaluating our products and services to identify opportunities to streamline our portfolio,business increasemodel executionand focus,market focus and optimize capital allocation. Our Value Creation Plan is subject to market conditions, customer adoption, successful operational implementation, and other uncertainties. WeOur efforts to continue implementing this plan may not be able to successfully implement this plansuccessful on our anticipated timeline or at all, or itthey may not significantly improve or enhance our business, financial condition, or results of operations. Further, implementingcompleting the plan could be time consuming,consuming requireand us to incur costs,costly, divert our management’s attention, result in the loss of potential business opportunities, and negatively impact our ability to attract, retain, and motivate key employees.

Our ability to execute our business strategy and achieve future success depends on the continued service and efforts of our employees, including our experts in research and analysis, as well as colleagues in sales, marketing, product development, critical operational roles, and management, including our executive officers. We rely on our key personnel to execute our existing business operations and identify and pursue new growth opportunities. We have made recent changesChanges in senior management,management includingor ourother CEO,key and could have further changes in the future, whichpersonnel could be disruptive to our management and operations and impede our ability to fully implement our business plan and growth strategy. Our failure to develop an adequate succession plan for one or more of our executive officers or other key personnel could deplete our institutional knowledge base and erode our competitive advantage during a transition. We must also maintain our ability to attract, motivate, and retain highly qualified employees in our respective segments in order to support our customers and achieve business results. Our ability to attract and retain employees may be negatively impacted by employees’ reactions to our policies related to working remotely and returning to office, particularly in the United States. The loss of the services of key personnel, leadership transition, or an inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results.

Our business continuity and recovery plans may not be effective against events that may adversely impact our business.

We have established operational policies and procedures that manage the risks associated with business continuity and recovery from potential disruptions to our business. These policies and procedures are designed to increase the likelihood that we are prepared to continue operations during times of unexpected disruption, and we have taken steps to minimize risks that could lead to disruptions in our operations and to avoid harm to our customers being harmed in the event of a significant disruption into our operations. Our goal is to ensure organizational resilience across product sets.sets; However,however, there is no guarantee that theseour measuresplans and procedures will be effective in minimizing disruption from unexpected events that could result from a variety of causes, including human error, military actions, terrorist or cyberterrorist activities, weather conditions (including climate change), natural disasters (such as hurricanes and floods), and infrastructure or network failures (including failures at third-party data centers,centers or by third-party cloud-computing providers,providers). Any of these or ofother agingunforeseen technology assets), and a disruption to our businessdisruptions that we are not capableable ofto managingeffectively manage could adverselyhave affecta us.material adverse effect on our business, financial condition, and operating results.

We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, acquiring new customers, and implementing operational efficiency initiatives, and through acquisitions, joint ventures, investments, and dispositions. However, weWe may not be able to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies, or growth opportunities.opportunities, Moreover,and we may not be able to integrate the assets acquired in any such acquisition or achieve our expected cost synergies without increases in costs or other difficulties. Furthermore, future acquisitions may not be completed on acceptable terms, and we may ultimately divest unsuccessful acquisitions, investments, or businesses. Additionally, ifIf we fail to successfully complete an intended disposition, our operations and financial results may be negatively affected. Any acquisitions, investments, and dispositions willmay be accompaniedaffected by the risks commonly encountered in such transactions, including assuming potential liabilities of an acquired company, managing the potential disruption to our ongoing business, incurring expenses associated with the amortization of intangible assets, particularly for intellectual property and other intangible assets, incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets, and failingfailure to implement or remediatemaintain proper controls, procedures, and policies appropriateassociated forwith aacquisition, largerinvestment, publicor company at acquired companies that prior to the acquisition lacked such controls.disposition. If we are unable to successfully execute on our growth strategies tothrough achieveorganic and inorganic means, our growthbusiness, objectives,financial drive operational efficiencies, realize our anticipated cost or revenue synergies or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth ratescondition, and profitabilityresults of operations could be adversely affected. Furthermore, acquisitions may subject us to new types of risks to which we were not previously exposed.

We have significant international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social, and economic conditions and unforeseeable developments in a variety of jurisdictions. Our international operations are subject to the following risks, among others:

•international hostilities (including the ongoing war between Russia and Ukraine and related sanctions, the ongoing conflicts in the Middle East, tensions between Serbia and Kosovo, geopolitical tensions in Latin America, and related negative economic impacts), military actions, terrorist or cyber-terroristcyberterrorist activities, weather conditions (including climate change), natural disasters, pandemics, and infrastructure disruptions;

•China’s domestic policypolicy, increasing cybersecurity requirements, and increased preference for nationalized content;

•continued inflationary and interest rate pressures;

•insufficient protection against product piracy and differing protections for IPintellectual property and other proprietary rights;

•varying attitudes towards censorshipcensorship, privacy, and the treatment of information service providers by foreign governments, particularly in emerging markets;

•possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United States, or asserting securities law claims outside of the United States; and

•protecting yourshareholder interests as a shareholder due to the differing shareholder rights of shareholders under Jersey law, where we are incorporated.

Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected or significant costs. If we are not ableunable to manage the risks related to our international operations, our business, financial condition, and results of operations may be materially affected.

In addition, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations,are, and relevant tax authorities may interpret rules differently over time or differently from each other. These tax regimes may relate to corporate income taxes, withholding taxes on remittances, payments by our partnerships or subsidiaries, withholding taxes on share-based compensation, and adverse tax consequences of a U.S. person exceeding a particular ownership threshold in our ordinary shares, among other issues. If any tax authority were to dispute a position we have taken or may take in the future and successfully proceed against us, it could adversely affect our cash flows and financial position, and the amounts we could be required to pay may be significant.

Our brand and reputation are key assets and competitive advantages offor our company,us, and our business may be affected by how we are perceived in the marketplace.

Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of contentinformation, insights, and expertise and may have a negative impact on our business. In addition, in some jurisdictions, we engage sales agents in connection with the sale of certain of our products and services. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our brands, reputation, and business.

•limiting our flexibility in planning for,for or adequately reacting to, and increasing our vulnerability to,to changes in our business, the industries in which we operate, and the overall economy;

We have incurred goodwill impairment charges and may incur furtherfuture impairment charges for our goodwill and other intangible assets, which would negatively impact our operating results.

InWe 2024,have 2023, and 2022, wepreviously recorded goodwill impairment charges that arose primarily due to worsening macroeconomic and market conditions, as well as sustained declines in our share price. IfWe wehave continuealso topreviously experiencerecorded adverseintangible asset impairment charges. Adverse or worsening macroeconomic or market conditions, or if we experience other indicators of potential impairment, such as further sustained declines in our share price,price weand market capitalization, or other indicators of potential impairment may trigger the need tofor recordupdated additionalimpairment assessments, which could result in future impairment charges. In the event we further impair our goodwill, other intangible assets, or long-lived assets, such a charge could have a material adverse effect on our financialoperating condition and results of operations.results.

Failure to obtain, maintain, protect, defend, or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations.

We rely and expect to continue to rely on a combination of physical, operational, and managerial protections of our confidential information and intellectual property and other proprietary rights, including trademark, copyright, patent, and trade secret protection laws, as well as confidentiality, assignment, and license agreements with our employees, contractors, consultants, vendors, service providers, customers, and other third parties with whom we have relationships.

The steps we take to protect our intellectual property and other proprietary rights require significant resources and may be inadequate. Effective trade secret, copyright, trademark, patent, and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending and enforcing our rights. Given the costs and expenses of obtaining, maintaining, protecting, defending, and enforcing our intellectual property rights, weWe may choose not to obtain, maintain, protect, defend, or enforce certain rights that later turn out to be important to our business. We cannot guarantee that our efforts to obtain, maintain, protect, defend, or enforce our intellectual property rights are adequate or that we have secured, or will be able to secure, appropriate permissions or protections for the intellectual property rights we use or rely on.

Our registered or unregistered trademarks, tradenames, or other intellectual property rights may be challenged, infringed, circumvented, misappropriated, or otherwise violated or; declared invalid or unenforceable or; determined to be infringing on other marks. Furthermore, even if we do obtain intellectual propertythird-party rights, any challenge to those rights could result in them beingor narrowed in scope or declared invalid or unenforceable.scope. We may be unable to prevent the misappropriationchallenge, infringement, circumvention, misappropriation, or disclosureother violation of our intellectual property and other proprietary informationrights or deter independent development of similar products and services by others, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and services.

While it is our policy to require our employees, contractors, and other parties with whom we conduct business who may be involved in the conception or development of our intellectual property for us to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party that conceives or develops intellectual property that we regard as ours. Additionally, any such assignment of intellectual property rights may not be self-executing or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Further, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets, confidential information, software (including our AI tools), or other proprietary technology and, even if entered into, these agreements may fail to effectively prevent disclosure of our proprietary or confidential rights, information, or technologies, may be limited as to their term, or may not provide an adequate remedy in the event of unauthorized disclosure, misappropriation, use, or other violation of our trade secrets, confidential information, and other proprietary rights or technologies.

We strive to protect our intellectual property rights by relying on foreign, federal, state, and common law rights, as well as contractual restrictions. We typically pursue the registration of our domain names, patents, copyrights, and trademarks in the United States and in certain jurisdictions abroad. However, effective intellectual property protection may not be available or may not be sought in every country in which our products or services are made available, in every class of goods and services in which we operate, and contractual disputes may affect the use of intellectual property rights governed by private contract. We may not be able to obtain, maintain, protect, defend, or enforce our intellectual property rights in every jurisdiction in which we operate. The legal systems of certain countries do not favor the enforcement of patents, trademarks, copyrights, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our intellectual property or marketing of competing products in violation of our intellectual property rights generally.

In addition, third parties that provide AI products and services, including some which are publicly available, may have trained their LLMs or other AI tools or technology on our content without our consent and it may be difficult to enforce our copyrights andcopyrights, other intellectual property rightsrights, and technical controls in connection with such unauthorized use, which could reduce demand for our products and services. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

We use,use and mayexpect to expand our use of,of AI in our products, services, business, and operations. Developing, testing, deploying, and maintaining AI systems will require additional investment and may increase our costs. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.impacted, and there can be no assurance that our use of AI will result in our business or operations being more efficient or profitable or otherwise result in our intended outcomes. The development, adoption, and use of generative AI technologies are still in their earlyformative stages and, as with many innovations, present risks, challenges, and unintended consequences that could affect itstheir adoption. Ineffective or inadequate AI development or deployment practices by us or third-party developers or vendors, or actual or perceived deficiencies, inaccuracies, biases, or other flaws in our products or services, could damage our reputation, competitive position, and business, expose us to legal liability or regulatory risk, and cause us to incur additional costs to address any reputational, governance, ethical, data privacy, confidentiality, security, compliance, technical, operational, legal, or competitive issues. For example:

•AI algorithmstools that we use may be flawed or may be based on datasetsalgorithms, datasets, or prompts that are biased or insufficient;

•Emerging AI applications may require additional investment in the development of proprietary datasetsdatasets, algorithms, and machine learning models and new approaches and processes;

•We may not have sufficient rights to use data or other material or content produced by generativeAI, or the models, algorithms, data, or other material or content on which our AI tools rely, in our business;

•Our employees, contractors, vendors, or service providers may use any third-party software incorporating AI in connection with our business or the services they provide to us and inadvertently disclose or incorporate our information into publicly available or other third-party training sets, which may impact our ability to realize the benefit of, or adequately protect, our intellectual property and other proprietary rights;

•Any output we create using generative AI may not be subject to copyright protection, which may adversely affect theour intellectual property rights in or our ability to commercialize such content;

•The use of AI may result in cybersecurity incidents that implicate the personal or other confidential data of users of our AI tools or technologies;

The technologies underlying AI and its uses are already subject to a variety of laws and regulations, including intellectual property, data privacy, cybersecurity, consumer protection, competition, and equal opportunity laws and regulations, and are expected to be subject to increased regulation and new laws and regulations or new interpretations of existing laws and regulations. The regulatory framework related to AI use and ethics is changing rapidly, and new laws and regulations, or the interpretation of existing laws and regulations, in jurisdictions where we operate may affect our ability to leverage AI, increase the burden and cost of research and development and operations, and expose us to legal and regulatory risks, government enforcement, or civil suits that impact our ability to develop, earn revenue from, or utilize any products or services incorporating AI. These technologies are themselves highly complex and rapidly developing, and it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Laws and regulations vary between jurisdictions and are subject to change and evolving interpretations. As we expand our products and services through the deployment of AI technologies, we have faced, and may continue to face, shifting regulations. For example, the EU Artificial Intelligence Act (“EU AI Act”) entered into force in August 2024 and governs AI systems that impact individuals in the EU. New provisions of the EU AI Act took effect in August 2025 that may impact disclosure and risk management practices by us and third-party providers with whom we have commercial relationships. Complying with, or adopting best practices relating to, the EU AI Act and similar emerging laws may impose significant costs on our business and may necessitate changes to certain business practices to ensure compliance. We may not be able to adequately anticipate or respond to these evolving technologies, laws, and regulations, and we may need to expend additional resources to adjust our products, services, and operations, which could adversely affect our business, financial condition, and results of operations.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K. Certain statements in this section are forward-lookingforward-looking, statementssubject asto the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements of this annual report. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is outlined under Item 1A. Risk Factors of this annual report.

The2024, followingincluding sectionyear-over-year generallycomparisons. discussesDiscussion theof yearsour endedfinancial December 31, 2024condition and 2023 financial results andof year-to-yearoperations analysis between these years. Discussions related tofor the year ended December 31, 2022 financial results2023, and year-to-year analysiscomparisons between the years ended December 31, 20232024 and 2022 that2023, are not included in this annual report canand may be found underin Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations, in our annual report on Form 10-K for the year ended December 31, 2023, which was2024, filed with the SEC on February 27,19, 2024.2025.

We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. WhetherOur it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivateaim is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity. WeFrom research and learning to commercialization, we offer enrichedintelligence data, insights & analytics,solutions, workflow solutions, and experttech-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 our reportable segment structure. Within each of our three segments, we provide the following:

•ExpertTech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.

Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.

•Organic.We Revenuedefine organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings,products, and anysimilar otheractivities. revenueOrganic changerevenues driversexclude exceptrevenues forfrom acquisitions and disposals (including divestitures) completed within the past 12 months and the impact from changes from acquisitions, disposals, andin foreign currency.currency exchange rates (“FX”).

Our annualized contract value (“ACV”),ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because the majority of our revenues are generated from subscription-based license agreements.

Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business, and cancellations) and price, acquisitionsacquisitions, divestitures and divestitures,disposals, and changes in FX.

Our organic ACV grew 0.9%1.8% in 2024,2025, compared to 2023,2024, primarily driven by priceimproved increases.product pricing. Our total ACV for 2024,2025, compared to 2023,2024, declined 1.1%1.0% primarily due to the ScholarOnewind-down divestitureof certain product groups beginning in Novemberthe 2024.first quarter of 2025.

Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based license agreements renewed during the measurement period (including the value of any product downgrades), divided by (b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional products and services. The impact of upgrades, new subscriptions, and improved product price increasespricing is reflected in ACV, but not in annual renewal rates.

We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, impairments, restructuring expenses, impairments, 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. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.

We engage outside experts as deemed necessary to assist in estimating the fair value of a reporting unit using a DCF model. Our DCF model relies significantly on our internal forecasts of future cash flows and long-term growth rates. Significant judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins, tax rates, terminal values, and discount rates. The use of a different set of assumptions and estimates could result in materially different results.

ConsistentIn witheach all of our quantitative goodwill impairment assessments,assessment, we used a DCF model in our interim and annual 2024 assessments to estimate the fair value of our segment reporting units. We then compared the estimated fair value to the carrying value for boththe ofA&G theand LS&H reporting units carrying a goodwill balance (ourthe IP reporting unit was previously fully impaired in 2023). Based on these assessments, whilein the2023 estimatedand fair value decreased for all reporting units,2024, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value.value, Forwhile the LS&H reporting unit, we determined the carrying value exceeded itsunit fair value was below its carrying value, resulting in both assessments; consequently, we recorded totalthe goodwill impairment charges shown in the table above. In our 2025 quantitative assessment, we determined that the A&G reporting unit fair value was approximately 12% in excess of $451.9its carrying value and the LS&H reporting unit fair value was approximately 8% in excess of its carrying value; therefore, no impairment charge was required for 2024.2025.

In completing our most recent goodwill impairment assessment in the fourth quarter of 2024,2025, we used weighted average cost of capital (“WACC”) discount rate assumptions of 10.5%12% and 9%10% for the A&G and LS&H reporting units, respectively. The discount rates were derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to estimate the cost of equity financing. We used discount rates we believe to be commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally developed forecasts. A 50 basis point increase in the discount rate would have resulted in an incremental impairment charge of approximately $62 for the LS&H reporting unit and the fair valuevalues of the A&G and LS&H reporting unitunits would bebeing approximately 14%7% in excess of itsand approximately equal to their carrying value.values, respectively.

Continued sustained declines inIf our share price,price and market capitalization continues to decline, other adverse developments in economic or market conditions,conditions occur, or shortfallsour inactual results fall short of our projections or estimatesestimates, couldthe requireestimated additionalfair values of our reporting units may fall below their carrying values, triggering future impairment charges in the future.charges.

Share-based compensation expense includes cost associated with stock options, restricted share units (“RSUs”), and performance share units (“PSUs”) granted to certain key members of management.

We recognize income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense for financial statement purposes. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors, including 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 our deferred tax assets to an amount that is more likely than not to be realized. Unforeseen future events, such as changes in market conditions and changes in tax laws, could have a material impact on the realizability of deferred tax assets.

•In December 2024, ourthe Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively.

•In November 2024, we completed the sale of ourthe ScholarOne businessproduct group within our A&G segment.

•In 2023the second and fourth quarters of 2024, we recognized substantial goodwill impairments.

The following tables below present the changes inour revenues by transaction type, segment, and geography, as well as the components driving the changes between periods.

Americas revenues decreased primarily due to lowerthe contributionsproduct fromgroup wind-downs within A&G and LS&H.H, the ScholarOne divestiture, and, to a lesser extent, lower IP contribution. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the IPproduct group wind-downs within A&G, and the Valipat and ScholarOne product group divestiture and lower IP contribution.divestitures. APAC (Asia Pacific) revenues decreased due to a stronger dollar against APAC currencies and the IP product group divestiture.wind-downs within A&G.

Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce contentcontent, including royalty fees.

The decrease of 4.1%4% compared to 20232024 was primarily driven by athe reductionproduct inwind-downs, share-basedas compensationwell expense,as reducedthe product-related agentScholarOne and content costs, and the Valipat divestiture.divestitures. As a percentage of revenues, Cost of revenues decreasedwere bylargely 0.5%unchanged fromcompared to the prior year.

The decrease of 1.6%3% compared to 20232024 was primarily driven by acost reductionmanagement inand share-basedproduct compensationgroup expense.wind-downs. As a percentage of revenues, SG&A costs increasedwere bylargely 0.4%unchanged fromcompared to the prior year.

The increase of 2.6%4% compared to 20232024 was primarily driven by increased investment in internally developed computer software and content assets. As a percentage of revenues, Depreciation and amortization increased by 1.5%2% from the prior year.

We recorded goodwill impairment charges of $465.7 and $847.7 in 2024 and 2023, respectively, primarily due to sustained declines in our share price and worsening macroeconomic and market conditions In December 2024, ourthe 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 an intangible 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 2023, in connection with intangible assets classified as assets held-for-sale as of December 31, 2023, we recorded an intangible assets impairment charge of $132.2.

The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2025 and the condensed consolidated financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and in Item 1A. Risk Factors of this quarterly report, as well as the factors described under Item 1A. Risk Factors in our most recently filed annual report on Form 10-K.

Our organic ACV grew 1.6%1.5% compared to MarchJune 31,30, 2025, primarily driven by improved product pricing. Our total ACV for MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025, increased 3.2%,3.1%, primarily due to improved product pricing and FX movements.

Our annual renewal rate of 92.5%91.9% as of MarchJune 31,30, 2026 remained stable compared to December 31, 2025.

In December 2024, ourthe Board approved the wind-down of three product groups within the LS&H and A&G segments, which is continuing into 2026 and partially affects prior year comparability as further discussed below.

Subscription revenues increasedbenefited primarily due tofrom organic growth driven by new salessales, customer migrations, and pricing,pricing alongactions withbut FX,decreased partiallyoverall offsetprimarily bydue to product group wind-downs within LS&H. Re-occurring revenues increased primarily due to FX. TheTransactional transactionalrevenues decline wasdecreased primarily due to lower organic activity across all segments, driven in part by customer migrations to subscription offerings, and product group wind-downswind-downs, inprimarily within A&G and LS&H, while the organic decline was related to lower A&G activity.G.

A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased overall due to product group wind-downs. IP segment revenues increaseddecreased primarily due to FX, partially offset by lower re-occurringsubscription and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.wind-downs and lower transactional activity.

Americas revenues benefited from subscription organic growth but decreased overall primarily due to the product group wind-downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues increaseddecreased due to FX.lower APACre-occurring (Asiaand Pacific)transactional revenuesactivity decreased primarily due to theand product group wind-downs within A&G and LS&H. APAC (Asia Pacific) revenues decreased due to FX and product group wind-downs within A&G and LS&H.

Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce contentcontent, including royalty fees.

The decrease of 7%9% and 8% compared to the three and six months ended MarchJune 31,30, 20252025, respectively, was primarily driven by the product wind-downs and improved cost management. As a percentage of revenues, Cost of revenues decreased by 2% compared to the prior year period.

Selling, general and administrative costs (“SG&A”) costs include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.

Restructuring costs in the current and prior year periodperiods were driven by the Value Creation Plan, which was approved in the fourth quarter of 2024 and is our only active restructuring program as of MarchJune 31,30, 2026. We expect this program to continue throughout 2026.2026 and into 2027. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly report.

The net change of $28.1$28.7 and $56.8 compared to the three and six months ended MarchJune 31,30, 20252025, respectively, was primarily driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.

The decrease of 8%9% and 9% compared to the three and six months ended MarchJune 31,30, 20252025, respectively, was primarily driven by lower interest rates on our outstanding variable-rate debt and reduced total debt outstanding.

The income tax provision of $11.4$8.0 and $18.8$12.3 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, was primarily dueThe toincome tax provision of $19.4 and $31.1 for the mixsix months ended June 30, 2026 and 2025, respectively, was primarily The non-cash goodwill impairment recorded during the second quarter of jurisdictions2026 indid whichnot pre-taxhave profitsa andsignificant lossesimpact wereon recognized.our The current quarter effectiveincome tax rateprovision maybecause notit bewas indicativemostly ofnon-deductible our effectivefor tax rates for future periods.purposes.

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended MarchJune 31,30, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss) margin for the same periods:

We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of MarchJune 31,30, 2026, we had $242.2$217.7 of cash on hand and $768.7$768.6 of available borrowing capacity under our revolving credit facility.

Net cash provided by operating activities decreased,decreased as seasonal working capital outflowsoutflows, dueprimarily related to timingtiming, more than offset improved operating resultsresults, andincluding the impact of non-cash reconciliationoperating adjustments.activities.

Net cash used for investing activities decreased modestly due to lower capital spending.

As of MarchJune 31,30, 2026, we had $4,299.2$4,224.2 of outstanding borrowings under our notes and credit facilities. We incurred $59.0$119.4 and $64.3$130.9 of interest expense associated with our debt obligations during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.

During Marchthe six months ended June 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior Notes due 2029 for $38.5$111.1 in cash and retired the associated debt with an aggregate carrying value of $42.6.$117.6. These transactions were accounted for as debt extinguishments, resulting in a net gain of $3.8$2.1 and $5.9 recorded within Interest expense, net for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

As of MarchJune 31,30, 2026, we had $257.4 of availability remaining under our share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by the Board or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our working capital requirements, make capital expenditures (including product and content development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand, borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements will depend on many factors, including the potentialconsummation of the announced sale of our LS&H business, the number of future acquisitions, and the timing and extent of spending to support product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.