DEF 14A of Clarivate PLC, Apr 1, 2026

DEF 14A of Clarivate PLC

Filed Apr 1, 2026 · FY20250001764046-26-000046

Open on EDGAR

  1. PROPOSAL 1: RE-ELECTION OF DIRECTORS

    PROPOSAL 1: RE-ELECTION OF DIRECTORS

  2. 2026 Nominees for Director

    2026 Nominees for Director Pursuant to the Articles, the Board has determined that it be composed of ten directors. The Board has approved for nomination the following ten director nominees to be re-elected at the Annual Meeting. All the director nominees currently serve on the Board. Directors elected at the Annual Meeting will hold office until the next annual general meeting of shareholders in 2027, or until their respective successors have been duly elected and qualified or their earlier resignation or removal. For more information about each director nominee, see “Corporate Governance and Board of Directors — Business Experience and Qualifications of Director Nominees” below.

  3. 2026 Nominees for Director

    | Name and Principal Occupation | Age | Director Since | Independent | Committee Memberships | | Andrew Snyder (Chair) Chief Executive Officer, Cambridge Information Group | 55 | 2021 | P | vNominating & Governance vFinance | | Jane Okun Bomba President, Saddle Ridge Consulting | 63 | 2020 | P | vAudit vHuman Resources & Compensation (Chair) | | Kenneth Cornick Former President and Chief Financial Officer, Clear Secure, Inc. | 53 | 2025 | P | v Audit (Chair) | | Usama N. Cortas Partner, Leonard Green & Partners, L.P. | 48 | 2020 | P | vNominating & Governance vFinance (Chair) | | Suzanne Heywood Chief Operating Officer, Exor N.V. | 57 | 2024 | P | vNominating & Governance vFinance | | Adam T. Levyn Partner, Leonard Green & Partners, L.P. | 43 | 2020 | P | vHuman Resources & Compensation | | Anthony Munk Vice Chairman, Onex Corporation | 66 | 2019 | P | vAudit vFinance | | Wendell Pritchett Riepe Presidential Professor of Law and Education, University of Pennsylvania | 61 | 2022 | P | vNominating & Governance (Chair) vHuman Resources & Compensation | | Saurabh Saha Former Chief Executive Officer, Centessa Pharmaceuticals | 49 | 2023 | P | vHuman Resources & Compensation | | Matitiahu (Matti) Shem Tov Chief Executive Officer, Clarivate Plc | 65 | 2024 | | |

  4. 2026 Nominees for Director

    Each director nominee set forth above has consented to being named in this Proxy Statement as a nominee for re- election as a director and has agreed to serve as a director, if re-elected. The Nominating and Governance Committee reviewed the performance and qualifications of the director nominees and recommended to the Board, and the Board approved, that each be recommended to shareholders for appointment to serve for a one-year term. If any of the nominees becomes unavailable prior to the Annual Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, in its discretion. Usama N. Cortas and Adam T. Levyn have been nominated pursuant to the Company’s obligations under the Investor Rights Agreement dated as of October 1, 2020, entered into in connection with the Company’s acquisition of CPA Global. 8 TABLE OF CONTENTS

  5. Corporate Governance Practices

    Corporate Governance Practices Clarivate has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. The following table summarizes certain highlights of our corporate governance practices and policies:

  6. Corporate Governance Practices

    | Our Practices and Policies | | | vAnnual election of all directors | vBoard takes active role in succession planning | | v100% independent Board committees | vRegular shareholder engagement by our CEO, CFO, and Investor Relations team | | v9 independent directors (out of 10) | vAnnual Board and committee self-evaluations | | vRegular executive sessions, where independent directors meet without management present | vActive Board oversight of strategy, risk management, and sustainability matters | | vDirector overboarding policy limiting service to three other public company boards; no Audit Committee member may simultaneously serve on the audit committee of more than two other public companies; and our CEO and executive officers may only serve on the board of one other public company | vRobust director selection process resulting in a diverse and global Board in terms of experience, perspectives, skills, and tenure |

  7. Corporate Governance Practices

    10 TABLE OF CONTENTS

  8. Business Experience and Qualifications of Director Nominees

    Business Experience and Qualifications of Director Nominees The following discussion presents information about the ten nominees for election at the Annual Meeting. The age of the director nominees is as of the date of this Proxy Statement.

  9. Business Experience and Qualifications of Director Nominees

    | Andrew Snyder Non-Executive Chair Director since December 2021 Independent Age: 55 Clarivate Board Committees vNominating & Governance vFinance Other Public Company Directorships (within past five years) vNone | Experience and Qualifications Mr. Snyder has been the non-executive Chair of our Board since October 2022. Mr. Snyder has served as CEO of Cambridge Information Group (“CIG”), a family-owned investment firm, since 2003. Mr. Snyder has built and managed the CIG portfolio, which today has a primary focus on real estate and education, technology, and information services companies. Mr. Snyder was responsible for building ProQuest LLC from a legacy company of 190 employees to one of the leading providers of information and software solutions to the global academic and research community with nearly 3,000 professionals. CIG sold ProQuest to Clarivate in December 2021. Prior to joining CIG, Mr. Snyder spent seven years at the Goldman Sachs Group where he focused on traditional media, technology, and services investing for the firm’s private equity fund. He also spent one year as the Assistant to the Chairman and CEO of Goldman Sachs. Mr. Snyder serves on the New York- Presbyterian Board of Trustees and the Board of Advisors of Penn Libraries. He formerly served on the boards of Blucora, Inc., Shining Hope for Communities, and The Browning School. Mr. Snyder graduated cum laude from the Wharton School at the University of Pennsylvania, and earned a J.D. from Georgetown University Law Center, where he graduated magna cum laude. Mr. Snyder was selected to serve on the Board due to his strong leadership skills and proven track record driving financial growth and product development. | | Jane Okun Bomba Director since May 2020 Independent Age: 63 Clarivate Board Committees vHuman Resources & Compensation (Chair) vAudit Other Public Company Directorships (within past five years) vBrightview Holdings, Inc. (since April 2019) vService Source International, Inc. (March 2020 to August 2022) | Experience and Qualifications Ms. Okun Bomba has served as President of Saddle Ridge Consulting, LLC since January 2018 and advises on a range of strategic issues. From 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd (previously IHS Inc.), most recently as Executive Vice President, Chief Administrative Officer, where she led 450 people in corporate functions including human resources, marketing, communications, sustainability, and investor relations. Prior to IHS Markit, she was a partner at Genesis, Inc. and headed investor relations at Velocom, Inc.; MediaOne Group Ltd.; and Northwest Airlines, Inc. Ms. Okun Bomba has held various management positions in corporate finance at Northwest Airlines and American Airlines, Inc., and was a CPA at PricewaterhouseCoopers LLP. Ms. Okun Bomba serves on the boards of directors of Brightview Holdings, Inc.; Aspire Healthy Energy; and Pico AI Inc. She previously served on the board of directors of Service Source International, Inc. Ms. Okun Bomba is a member of the International Women’s Forum, serves on the board of Kickstart International, and is a member of the University of Michigan, Ross School of Business Dean’s Advisory Board. Ms. Okun Bomba holds both a Bachelor of General Studies and an M.B.A. from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics. Ms. Okun Bomba was selected to serve on the Board due to her significant experience in human resources, finance and accounting, sustainability, and investor relations. | | Kenneth Cornick Director since July 2025 Independent Age: 53 Clarivate Board Committees vAudit (Chair) Other Public Company Directorships (within past five years) vClear Secure, Inc. (June 2021 to June 2025) | Experience and Qualifications Mr. Cornick co-founded Clear Secure, Inc. (“CLEAR”) in 2010 and served as President from 2010 to March 2025 and Chief Financial Officer from 2020 to March 2025 and from 2010 to 2017. Prior to CLEAR, Mr. Cornick was a Partner at Arience Capital from 2003 to 2009. He has served on the board of Development Corporation for Israel, commonly known as Israel Bonds, a FINRA member broker-dealer and underwriter for securities – Israel bonds – issued by the State of Israel in the United States, since November 2024. Mr. Cornick previously served on the board of directors of CLEAR from June 2021 until June 2025, on the board of directors of Center ID Corp., an expense management software company, from October 2022 until June 2025, and on the board of trustees of LREI, a progressive independent school in New York City, from 2011 to June 2024. He holds a Bachelor of Arts degree from Bowdoin College. Mr. Cornick was selected to serve on the Board of Directors due to his significant experience in corporate finance and governance, technology, and operations. |

  10. Business Experience and Qualifications of Director Nominees

    12 TABLE OF CONTENTS

  11. Clarivate 2026 Proxy Statement

    Clarivate 2026 Proxy Statement

  12. Clarivate 2026 Proxy Statement

    | Usama N. Cortas Director since October 2020 Independent Age: 48 Clarivate Board Committees vNominating & Governance vFinance (Chair) Other Public Company Directorships (within past five years) vNone | Experience and Qualifications Mr. Cortas is a Partner with Leonard Green & Partners, L.P. (“LGP”), a firm specializing in private equity investments, where he serves on both LGP's Investment Committee and Operating Committee. Prior to joining LGP in 2003, Mr. Cortas worked in the Investment Banking Division of Morgan Stanley in their New York office from 2000 to 2003. Mr. Cortas currently also serves on the boards of the following privately held companies or their affiliates: Authentic Brands Group, Convergint, ECI Software Solutions, Jetro Cash & Carry, Iris Software Group, Insight Global, and Prometheus Group, and he has served on the boards of CCC Information Services, CPA Global, Ellucian, Tank Holdings Corp., The Sports Authority, and United States Infrastructure Corporation, among others. Mr. Cortas earned a Bachelor of Arts degree in Economics-Political Science from Columbia University. Mr. Cortas was selected to serve on the Board due to his extensive experience in finance and in the Technology and Intellectual Property Information Services sector. | | Suzanne Heywood Director since May 2024 Independent Age: 57 Clarivate Board Committees vNominating & Governance vFinance Other Public Company Directorships (within past five years) vCNHi N.V. (since 2018) vIveco Group N.V. (since 2022) | Experience and Qualifications Ms. Heywood serves as the Chief Operating Officer of Exor N.V, a global holding company listed in the Netherlands. She has held this position since November 2022, after previously serving as Managing Director of Exor N.V. from 2016. Prior to Exor, Ms. Heywood was a senior partner at McKinsey & Company, co-leading their global service line on organization design and working on strategic issues with clients across different sectors. She has published a book, Reorg, and multiple articles on these topics. Prior to McKinsey, Ms. Heywood worked for the U.K. government, including as Private Secretary to the Financial Secretary of the U.K. Treasury. Ms. Heywood currently serves as chair of the boards of CNHi Industrial N.V. and of Iveco Group N.V. She also serves on the boards of The Economist Group, Christian Louboutin LLC, Shang Xia, Quartz Associates, and the Heywood Foundation. Ms. Heywood holds a Bachelor of Arts in science from Oxford University and Ph.D. from Cambridge University. Prior to that she was self-educated, growing up sailing around the world on the yacht Wavewalker. Ms. Heywood was selected to serve on the Board due to her extensive global experience in finance and strategic matters. | | Adam T. Levyn Director since October 2020 Independent Age: 43 Clarivate Board Committees vHuman Resources & Compensation Other Public Company Directorships (within past five years) vAdvantage Solutions, Inc. (since October 2023) | Experience and Qualifications Mr. Levyn is a Partner with LGP. Prior to joining LGP in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. in its New York office from 2007 to 2009, and in the Global Industrials Group of Bear, Stearns & Co. Inc. in its New York office from 2005 to 2007. Mr. Levyn serves on the board of directors of Advantage Solutions Inc. Mr. Levyn also serves on the boards of the following privately held companies: CHG Healthcare Services, Inc.; ExamWorks Group, Inc.; HUB International; and OMNIA Partners, Inc., and he has served on the boards of CPA Global Limited; Parts Town LLC; Service Logic LLC; SRS Distribution, Inc.; Tank Holdings Corp.; and United States Infrastructure Corporation. Mr. Levyn earned a Bachelor of Arts degree in Economics from Princeton University and an M.B.A. from Harvard Business School. Mr. Levyn was selected to serve on the Board due to his extensive experience in finance and investments. |

  13. Clarivate 2026 Proxy Statement

    13 TABLE OF CONTENTS

  14. Clarivate 2026 Proxy Statement

    Clarivate 2026 Proxy Statement

  15. Clarivate 2026 Proxy Statement

    | Anthony Munk Director since May 2019 Independent Age: 66 Clarivate Board Committees vAudit vFinance Other Public Company Directorships (within past five years) vEmerald Holding, Inc. (since May 2020) | Experience and Qualifications Mr. Munk is Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Mr. Munk serves on the board of directors of Emerald Holding, Inc., as well as the board of WireCo Worldgroup Inc. Mr. Munk previously served on the boards of directors of JELD-WEN Holding, Inc.; SGS&Co; Barrick Gold; RSI Home Products; Husky Injection Molding Systems Ltd; Cineplex Inc.; SMG Holdings, Inc.; Jack’s Family Restaurants; and Save-A-Lot. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital Group in Toronto. Mr. Munk served as our Lead Independent Director from May 2020 to October 2022. Mr. Munk holds a Bachelor of Arts (Honors) in Economics from Queen’s University. Mr. Munk was selected to serve on the Board due to his financial expertise and significant experience in a variety of strategic and financing transactions. | | Wendell Pritchett, Ph.D. Director since July 2022 Independent Age: 61 Clarivate Board Committees vNominating & Governance (Chair) vHuman Resources & Compensation Other Public Company Directorships (within past five years) vToll Brothers, Inc. (since March 2018) v26North BDC, Inc. (since February 2024) | Experience and Qualifications Dr. Pritchett is the Riepe Presidential Professor of Law and Education at the University of Pennsylvania. Dr. Pritchett previously served as the Interim President of the University of Pennsylvania from February 2022 to June 2022 and as the University Provost from 2017 to December 2021. From 2018 to 2022, Dr. Pritchett served as Chairman of the Nominating Panel of the Philadelphia School Board, appointed by Philadelphia Mayor James Kenney. Dr. Pritchett first joined the University of Pennsylvania Law faculty in 2002, and served as Associate Dean for Academic Affairs from 2006 to 2007 and as Interim Dean and Presidential Professor from 2014 to 2015. Dr. Pritchett also served as Chancellor of Rutgers University-Camden from 2009 to 2014. In 2008, Dr. Pritchett served as Deputy Chief of Staff and Director of Policy for Philadelphia Mayor Michael Nutter, who also appointed him to the School Reform Commission, where Dr. Pritchett served from 2011 to 2014. Dr. Pritchett served as Chair of the Redevelopment Authority of Philadelphia and as President of the Philadelphia Housing Development Corporation from 2008 to 2011. Dr. Pritchett serves on the boards of 26North BDC, Inc. and Toll Brothers, Inc. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of the Philadelphia Foundation, LifePoint Health, Forman Arts Initiative, and Reinvestment Fund. Dr. Pritchett holds a Bachelor of Arts in political science from Brown University, a J.D. from Yale Law School, and a Ph.D. in history from the University of Pennsylvania. Dr. Pritchett was selected to serve on the Board due to his leadership and administrative skills, and deep knowledge and experience in academia. |

  16. Clarivate 2026 Proxy Statement

    14 TABLE OF CONTENTS

  17. Clarivate 2026 Proxy Statement

    Clarivate 2026 Proxy Statement

  18. Clarivate 2026 Proxy Statement

    | Saurabh Saha, M.D., Ph.D. Director since May 2023 Independent Age: 49 Clarivate Board Committees vHuman Resources & Compensation Other Public Company Directorships (within past five years) vCentessa Pharmaceuticals plc (January 2021 to January 2026) | Experience and Qualifications Dr. Saha served as the Chief Executive Officer of Centessa Pharmaceuticals plc from January 2021 to January 2026 and has served as an advisor to Centessa since January 2026. Dr. Saha brings over 20 years of experience in the health and life sciences field. Prior to joining Centessa, Dr. Saha was Senior Vice President of Research & Development and Global Head of Translational Medicine for Bristol Myers Squibb Company from 2017 to January 2021, where he led translational medicine research and development across all therapeutic areas (hematology, oncology, cardiovascular, immunosciences, fibrosis, and neuroscience) spanning discovery, development, and commercialization. From 2015 to 2017, Dr. Saha was a venture partner at Atlas Venture Life Science Advisors, LLC. Prior to that, he served as President and Chief Executive Officer of Delinia, a biotechnology company developing novel therapeutics for the treatment of autoimmune diseases. Earlier in his career, Dr. Saha led the New Indications Discovery Unit at Novartis Institutes for Biomedical Research, Inc. and was a strategic consultant with McKinsey & Company, providing strategic advice for drug discovery research at the world’s top biotech and pharmaceutical companies. Dr. Saha serves on the board of directors of Centessa Pharmaceuticals plc. He is also an associate member and global clinical scholar at Harvard Medical School. Dr. Saha received a Bachelor of Science in Biology with Honors from California Institute of Technology, an M.Sc. in Biochemistry from Oxford University, and an M.D. and Ph.D. from The Johns Hopkins University School of Medicine. Over the course of his career, Dr. Saha has published over 100 papers and patents (issued and pending). Dr. Saha was selected to serve on the Board due to his significant experience and deep expertise in the areas of health and life sciences. | | Matti Shem Tov Chief Executive Officer Director since August 2024 Age: 65 Clarivate Board Committees vNone Other Public Company Directorships (within past five years) vNone | Experience and Qualifications Matti Shem Tov has served as our Chief Executive Officer since August 2024. Mr. Shem Tov has over 30 years of global leadership experience with deep expertise in software, data, and analytics, as well as in driving innovation and growth. From June 2022 until March 2024, Mr. Shem Tov served as an operating partner at Lone View Capital, a private equity firm. Prior to that, Mr. Shem Tov served as Chief Executive Officer of ProQuest LLC (“ProQuest”), a provider of global data, analytics, and software, to academic, research, and national institutions, from September 2017 to June 2022, including for a period following Clarivate’s acquisition of ProQuest in December 2021. From 2003 until 2017, Mr. Shem Tov served as president and chief executive officer of Ex Libris Ltd., leading the company to become a prominent developer of cloud-based software solutions for academic, national and research institutions worldwide. Prior to joining Ex Libris, Mr. Shem Tov served as president of Surecomp Limited, a global software company specializing in commercial banking solutions, after serving in various leadership roles across the company. Mr. Shem Tov received a Bachelor of Social Sciences and an M.B.A. from Bar-Ilan University. Mr. Shem Tov was selected to serve on the Board due to his knowledge of the Company’s operations, strategy, and customers as well as his experience as a seasoned technology executive. |

  19. Director Compensation

    Director Compensation Our non-employee directors, other than those who are employees or affiliates of LGP or Onex, receive compensation for their service on our Board. The compensation includes annual cash retainers for Board service and Committee Chair service, an annual retainer paid in shares for Board Chair service, and an annual equity award consisting of a grant of Restricted Share Units (“RSUs”). In addition, each of our non-employee directors is reimbursed for travel, lodging, and other reasonable expenses related to meeting attendance and activities related to their duties as directors. The following table sets forth information concerning the non-employee director compensation program in effect in 2025.

  20. Director Compensation

    | Non-Employee Director Compensation | Amount(1) ($) | | Board Annual Retainer | 85,000 | | Non-Executive Board Chair Annual Retainer | 120,000 | | Committee Chair Annual Retainer | | | Audit Committee | 30,000 | | Human Resources and Compensation Committee | 30,000 | | Nominating and Governance Committee | 20,000 | | Finance Committee | 20,000 | | Board Annual Equity Award (RSUs)(2) | 165,000 |

  21. Director Compensation

    (1)Except for the Non-Executive Board Chair Annual Retainer, which is paid in shares, directors may elect to receive payment of their retainers in cash, shares, or a combination of cash and shares. (2)On the day of the Company’s annual general meeting of shareholders each year, each non-employee director who receives compensation receives an award consisting of RSUs whose underlying shares have a fair market value equal to $165,000. Such awards will vest on the date immediately preceding the Company’s next annual general meeting of shareholders. 21 TABLE OF CONTENTS

  22. Non-Employee Director Compensation in 2025

    Non-Employee Director Compensation in 2025 The following table provides information concerning the compensation of each of our non-employee directors who received compensation during the 2025 fiscal year. Non-employee directors did not receive any stock options, non-equity incentive plan compensation, or any other compensation that is not otherwise disclosed in the table below. Non-employee directors do not participate in defined benefit and actuarial pension plans or nonqualified defined contribution plans.

  23. Non-Employee Director Compensation in 2025

    | Name | Fees Earned or Paid in Cash(5) ($) | Stock Awards(6) ($) | Total ($) | | Andrew Snyder | 205,000 | 165,000 | 370,000 | | Valeria Alberola(1) | 115,000 | 165,000 | 280,000 | | Michael Angelakis(2) | 29,890 | — | 29,890 | | Jane Okun Bomba | 115,000 | 165,000 | 280,000 | | Kenneth Cornick(3) | 37,649 | 131,199 | 168,848 | | Usama Cortas(4) | — | — | — | | Suzanne Heywood | 85,000 | 165,000 | 250,000 | | Adam T. Levyn(4) | — | — | — | | Anthony Munk(4) | — | — | — | | Wendell Pritchett | 105,000 | 165,000 | 270,000 | | Saurabh Saha | 85,000 | 165,000 | 250,000 |

  24. Non-Employee Director Compensation in 2025

    (1)Ms. Alberola resigned from the Board and her position as Audit Committee Chair on December 31, 2025. (2)Mr. Angelakis retired from the Board on May 7, 2025. (3)Mr. Cornick joined the Board on July 22, 2025. Fees earned and paid in shares in lieu of cash during 2025 are from July 22, 2025. (4)Messrs. Cortas and Levyn did not receive compensation during 2025 as each is an affiliate of LGP. Mr. Munk did not receive compensation during 2025 as he is an affiliate of Onex. Messrs. Cortas, Levyn, and Munk are not subject to the shareholding requirement set forth in the Company’s Corporate Governance Guidelines. (5)In 2025, the following directors elected to receive shares in lieu of cash fees: Ms. Okun Bomba received 30,114 shares in lieu of 100% of her cash retainers; Mr. Cornick received 10,643 shares in lieu of 100% of his cash retainers; and Mr. Snyder received 53,683 shares in lieu of 100% of his cash retainers. (6)On May 7, 2025, the date of the 2025 annual general meeting of shareholders, all non-employee directors were awarded 39,473 RSUs with a value of $165,000. The number of RSUs granted was calculated by dividing $165,000 by $4.18, the closing price of Clarivate shares on the grant date, rounding down to the next whole share. On July 22, 2025, the date Mr. Cornick joined the Board, he was awarded 29,954 RSUs with a value of $131,199, as the prorated amount of the annual equity award to non-employee directors. The number of RSUs granted was calculated by dividing $131,199 by $4.38, the closing price of Clarivate shares on the grant date, rounding down to the next whole share. These RSUs vest on the date immediately preceding the Annual Meeting. At the end of the fiscal year, Ms. Okun Bomba, Ms. Heywood, Dr. Pritchett, Dr. Saha, and Mr. Snyder were each holding their 39,473 unvested RSUs and Mr. Cornick was holding his 29,954 unvested RSUs. Ms. Alberola’s 39,473 unvested RSUs forfeited on her resignation date of December 31, 2025 and were cancelled. 22 TABLE OF CONTENTS

  25. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant In 2025, the HRCC engaged Pay Governance as its independent compensation consultant to advise on executive compensation matters. Pay Governance specializes in executive compensation and related governance matters. To ensure the HRCC receives independent and unbiased advice and analysis, the compensation consultant is prohibited from providing any services to management, although the compensation consultant interacts with management from time to time in order to best coordinate with and deliver services to the HRCC. The HRCC has sole authority with regard to the decision to retain and terminate the services of the compensation consultant and to approve the compensation consultant’s fees and other retention terms. The compensation consultant maintains active engagement with the HRCC Chair and reports to the HRCC. The HRCC annually reviews the independence of the compensation consultant’s work under rules adopted by the SEC and NYSE and has found no conflicts. In 2025, the independent compensation consultant performed duties requested by the HRCC including: vProviding analysis and recommendations on the composition of the peer group; vAnalyzing executive and director compensation in comparison to the peer group; vAdvising the HRCC on increasing the available share reserve under the Company’s incentive award plan; vAdvising the HRCC on executive severance policies; vUpdating the HRCC on executive compensation and governance market trends; vAdvising the HRCC on annual incentive and long-term equity plan designs; vPreparing a risk review relative to compensation policies and practices; and vReviewing disclosures related to executive compensation. Pay Governance speaks with the chair of the HRCC, as well as with management, in preparing for HRCC meetings, regularly attends HRCC meetings, and meets from time to time in executive sessions with the HRCC without the presence of management.

  26. The Use of Peer Group Benchmarking and Market Data

    The Use of Peer Group Benchmarking and Market Data

  27. Peer Group Benchmarking

    Peer Group Benchmarking The HRCC considers several factors in structuring our executive compensation program, determining pay components, and making compensation decisions. This includes an annual review and comparison of the compensation practices of select peer companies in our industry. These companies were chosen with guidance from our independent compensation consultant to be effective for 2025. It was the HRCC’s intent to select companies that operate significant lines of business similar to Clarivate’s and are similar in size, and therefore compete with Clarivate for executive talent. We established a peer group for benchmarking executive pay based on the following guiding principles: vCompanies engaged in intelligence development, data analytics, digital delivery, cybersecurity, and intellectual property protections; vRevenues between $800 million to $8.0 billion; vMarket capitalization between $1.4 billion to $28.0 billion; vBusiness/talent competitors of Clarivate; vA group of 10 to 25 companies so that results are statistically reliable and the peer group is sustainable over time; and vAvailability of sufficient pay data for companies identified as potential peers. Based on this analysis, the following 17 companies were selected as our primary peer group for compensation benchmarking in 2025 (the “Peer Group”). Changes from our prior year’s peer group include removing Moody’s Corporation, MSCI Inc., and Thomson Reuters Corporation due to their market capitalization being outside our financial scope noted above and adding ACI Worldwide, Inc.; Envestnet, Inc.; and Jack Henry & Associates, Inc. based on our industry and financial scope noted above.

  28. Peer Group Benchmarking

    | Clarivate 2025 Peer Group for Compensation Benchmarking Purposes | | | vACI Worldwide, Inc. (ACIW) | vInforma plc (INF) | | vDun & Bradstreet Holdings, Inc. (DNB) | vJack Henry & Associates, Inc. (JKHY) | | vEquifax, Inc. (EFX) | vMorningstar, Inc. (MORN) | | vEnvestnet, Inc. (ENV) | vSS&C Technologies Holdings, Inc. (SSNC) | | vExlService Holdings, Inc. (EXLS) | vTeradata Corporation (TDC) | | vFactSet Research Systems Inc. (FDS) | vTransUnion (TRU) | | vFair Isaac Corporation (FICO) | vVerisk Analytics, Inc. (VRSK) | | vGartner, Inc. (IT) | vWolters Kluwer N.V. (WKL) | | vICON plc (ICLR) | |

  29. Use of Market Comparison Data

    Use of Market Comparison Data The HRCC approves the salary, Annual Incentive Plan (“AIP”) targets, and Long-Term Incentive Plan (“LTI”) equity compensation of the NEOs at levels that are competitive with compensation paid to persons holding the same or similar positions at members of the Peer Group using available market comparison data regarding these companies as a guide. In addition to Peer Group market data, the HRCC also considered Willis Towers Watson compensation survey data from similar industries and geographies in its competitive analysis of NEO compensation. The use of market comparison data, however, is just one of the tools the HRCC uses to determine executive compensation, and the HRCC retains the flexibility to establish target compensation at levels it deems appropriate for an individual or for a specific element of compensation based on performance, experience, and breadth of responsibilities. 32 TABLE OF CONTENTS

  30. Good Governance Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | | The HRCC is fully composed of independent directors | | We do not permit our employees to engage in hedging transactions | | | The HRCC engages an independent compensation consultant | | We do not permit our employees to pledge Company securities to secure margin or other loans | | | We have adopted share ownership guidelines for our executive officers and Board of Directors | | We do not reprice underwater stock options | | | The majority of NEO pay is at risk and dependent upon performance | | We do not provide excise tax gross-up payments | | | The mix of executive officer equity awards includes a performance-based element | | We do not have an evergreen provision that automatically adds shares to our equity incentive plan | | | We engage with our shareholders to discuss executive compensation and corporate governance matters | | We do not provide excessive perquisites | | | We maintain clawback policies that require covered executives to reimburse performance-based compensation in specified circumstances | | We do not grant single-trigger equity awards |

  31. Performance-Based Compensation

    | | Pay Element | Payment Form | Alignment to Business Objectives | | Fixed | Base Salary | Cash | vBenchmarks base salaries to ensure market competitiveness in the attraction and retention of key talent vProvides a competitive fixed rate of pay relative to similar positions in the market | | | Retirement, Health, and Welfare Benefits | Benefits | vMarket-aligned programs to facilitate strong productivity and provide support in times of personal need vHealth, welfare, and retirement programs vLimited perquisites | | At-Risk / Variable | Annual Incentive Plan | Cash | vRewards performance for achievement of rigorous and challenging short-term performance goals aligned with the Company’s annual operating plan vMotivates executives to deliver on individual objectives supportive of broader business objectives | | | Long-Term Incentive Program | PSUs and RSUs | vRewards performance for achievement of rigorous long- term performance goals aligned with the interests of shareholders and the Company’s strategy vSupports retention and mitigates excessive risk taking |

  32. Alignment of Pay to Business Objectives

    Alignment of Pay to Business Objectives With regard to our variable/at-risk pay, we use multiple metrics to incentivize behavior that supports the achievement of our corporate goals. For our AIP, the metrics selected in 2025 to best support our short-term objectives included corporate-level Revenue, Adjusted EBITDA, Free Cash Flow, and Voice of Customer metrics. For our segment presidents, AIP metrics also included segment-level revenue and Adjusted EBITDA goals and an individual performance component. Our LTI program includes performance-based restricted share units (“PSUs”) that apply longer-term metrics including, for our 2025 PSU grants, Recurring Organic Revenue Growth, Adjusted diluted EPS, and Adjusted EBITDA, and for our 2024 and 2023 PSU grants, Adjusted diluted EPS and Adjusted EBITDA, with, for all years, a total shareholder return (“TSR”) modifier comparing our stock price performance to the S&P 500 over a cumulative three-year period.

  33. Compensation for Our Named Executive Officers

    (1)Mr. Samson departed the Company on December 31, 2025, with his last day as President, Intellectual Property on September 7, 2025. His departure was without cause. (2)Ms. Margolin departed the Company on March 21, 2025, with her last day as Executive Vice President and Chief Administrative and Legal Officer on February 28, 2025. Her departure was without cause.

  34. Compensation Mix — Performance-Based/At-Risk Compensation

    Compensation Mix — Performance-Based/At-Risk Compensation The graphics below show the total target compensation mix of our current CEO (Matti Shem Tov) and our other current NEOs, excluding Gordon Samson and Melanie Margolin. These illustrate that a majority of the NEO’s total target compensation is at risk, with 88% for our CEO and an average of 82% for our other current NEOs. For purposes of these estimates, total compensation is composed of base salary, AIP target, and RSU/PSU grant value. AIP and equity grants are both considered at-risk pay. (1)Other NEOs include Messrs. Collins, Veinstein, Levy, and Mourad.

  35. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan Our AIP provides the opportunity for annual cash incentives to be made to approximately 85% of our employees. Our AIP is tied primarily to pre-established corporate-level goals for Revenue, Adjusted EBITDA and Free Cash Flow. In addition, in 2025, we set pre-established segment-level Revenue and Adjusted EBITDA goals for each of our three segments, which, for the NEOs, applied based on the NEO’s scope of responsibility within that segment (as applicable). The ultimate payout under the AIP is determined based on a company funding pool based on consolidated pre-bonus Adjusted EBITDA and Voice of Customer achievement, along with application of an individual performance modifier, as follows: vIn 2025, the performance metrics applicable to Mr. Shem Tov, Mr. Collins and Ms. Margolin were based entirely on the corporate-level goal set. vThe performance metrics applicable to Mr. Veinstein were based on both the corporate-level goals and the A&G segment goal set. vThe performance metrics applicable to Mr. Levy were based on both the corporate-level goals and the LS&H segment goal set. vThe performance metrics applicable to Mr. Mourad were based on both the corporate-level goals and the IP segment goal set. vFor each of Messrs. Veinstein, Levy, and Mourad, the corporate-level goals and segment-level goals each comprised 50% of the NEO’s AIP opportunity for 2025 (prior to application of the company funding pool and individual modifier). vMr. Samson was ineligible to receive a 2025 AIP payout. Each NEO has a target AIP award, which is defined as a percentage of the respective NEO’s eligible base pay. The table below provides AIP target opportunities for 2025, which reflect no changes from 2024.

  36. 2025 Annual Incentive Plan

    | Name | 2025 AIP Target | | Matti Shem Tov | 100% | | Jonathan Collins | 100% | | Bar Veinstein | 100% | | Henry Levy | 100% | | Maroun Mourad(1) | 100% | | Gordon Samson(2) | N/A | | Melanie Margolin(3) | 100% |

  37. 2025 Annual Incentive Plan

    (1)Mr. Mourad’s 2025 AIP payment was prorated based on his date of hire. (2)Mr. Samson departed the Company on December 31, 2025 and, pursuant to the terms of his separation agreement, was ineligible to receive a 2025 AIP payment. 35 TABLE OF CONTENTS

  38. AIP Goals

    AIP Goals AIP bonus payouts for 2025 were determined first by measuring the achievement of the applicable corporate- and segment-level goals described above. Then, an overall company funding pool is determined based on a combination of consolidated pre-bonus Adjusted EBITDA performance (i.e., as determined prior to the determination of AIP payouts) and Voice of Customer achievement, which can increase or decrease the achievement level resulting from the corporate- and segment-level metric performance. Lastly, an individual modifier is applied, which can increase or decrease an individual’s ultimate payout. The tables below show the weighting of each of the metrics described above and the threshold, target, and maximum payout levels. The consolidated pre-bonus Adjusted EBITDA metrics comprise 90% of the company funding pool and the Voice of Customer metric comprises the remaining 10% of the funding pool, with the total AIP bonus subject to adjustment based on individual performance. Pre-bonus Adjusted EBITDA performance can be achieved between 0% and 200% of target, while Voice of Customer performance can be achieved between 90% and 110% of target. The individual performance modifier can be used to increase or decrease an individual’s final AIP payment based on that individual’s personal performance, as determined by the HRCC, provided that the maximum payment cannot exceed 200% of the AIP target.

  39. AIP Goals

    | 2025 AIP FUNDING GOALS | | | | | Metric | Weighting | Payout Level | Goal (millions, except Voice of Customer) | | Pre-bonus Adjusted EBITDA | 90% | Threshold 0% | $945 | | | | Target 100% | $1,050 | | | | Maximum 200% | $1,154 | | Voice of Customer(1) | 10% | Threshold 90% | <42 | | | | Target 100% | 42 | | | | Maximum 110% | >42 |

  40. AIP Goals

    (1)The Voice of Customer metric is based on the results of surveys sent to all of our customers. Voice of Customer can directly impact our revenues and represents a key component of our success measurements. The Voice of Customer metric represents an industry-renowned standard and methodology that measures customer loyalty through Net Promoter Score. Voice of Customer achievement can result in achievement between 90% and 110% of target, depending on the Net Promoter Score.

  41. AIP Goals

    | 2025 CORPORATE AIP GOALS | | | | | Metric | Weighting | Payout Level | Goal (millions) | | Revenue | 40% | Threshold 0% | $2,256 | | | | Target 100% | $2,340 | | | | Maximum 150% | $2,400 | | Adjusted EBITDA | 40% | Threshold 0% | $935 | | | | Target 100% | $970 | | | | Maximum 150% | $995 | | Free Cash Flow | 20% | Threshold 0% | $298 | | | | Target 100% | $340 | | | | Maximum 150% | $370 |

  42. AIP Goals

    | 2025 A&G AIP GOALS | | | | | Metric | Weighting | Payout Level | Goal (millions) | | 2025 Corporate AIP Goals | 50% | (See above) | (See above) | | Segment Revenue | 25% | Threshold 0% | $1,141 | | | | Target 100% | $1,183 | | | | Maximum 150% | $1,213 | | Segment Adjusted EBITDA | 25% | Threshold 0% | $519 | | | | Target 100% | $537 | | | | Maximum 150% | $550 |

  43. AIP Goals

    36 TABLE OF CONTENTS

  44. Clarivate 2026 Proxy Statement

    | 2025 LS&H AIP GOALS | | | | | Metric | Weighting | Payout Level | Goal (millions) | | 2025 Corporate AIP Goals | 50% | (See above) | (See above) | | Segment Revenue | 25% | Threshold 0% | $378 | | | | Target 100% | $392 | | | | Maximum 150% | $401 | | Segment Adjusted EBITDA | 25% | Threshold 0% | $115 | | | | Target 100% | $121 | | | | Maximum 150% | $124 |

  45. Clarivate 2026 Proxy Statement

    | 2025 IP AIP GOALS | | | | | Metric | Weighting | Payout Level | Goal (millions) | | 2025 Corporate AIP Goals | 50% | (See above) | (See above) | | Segment Revenue | 25% | Threshold 0% | $762 | | | | Target 100% | $790 | | | | Maximum 150% | $810 | | Segment Adjusted EBITDA | 25% | Threshold 0% | $321 | | | | Target 100% | $333 | | | | Maximum 150% | $341 |

  46. Achievement of AIP Goals

    Achievement of AIP Goals vPre-bonus Adjusted EBITDA. Based on results for 2025, the company pool funding was modified over the metric attainment, as show in the pool funding adjustments column in the table below. vVoice of Customer. Based on the Net Promoter Score results for 2025, we determined Voice of Customer was achieved at 110% of target. vCorporate. Based on results for 2025, the weighted average attainment across the corporate metrics was 105%. vA&G Segment. Based on results for 2025, the weighted average attainment across the A&G segment metrics was 99%. vLS&H Segment. Based on results for 2025, the weighted average attainment across the LS&H segment metrics was 96%. vIP Segment. Based on results for 2025, the weighted average attainment across the IP segment metrics was 48%. vFinal AIP Payments. For the NEOs (other than Mr. Samson and Ms. Margolin), the HRCC determined payouts to our NEOs under the AIP based on results discussed above, which are reflected in the table below. No discretion and no individual performance modifiers were applied with respect to any NEO’s payout under the AIP.

  47. Achievement of AIP Goals

    | Name | AIP Target ($) | Corporate Goal Weighting | Corporate Goal Performance | Corporate Performance Amount Earned ($) | Segment Goal Weighting | Segment Goal Performance | Segment Performance Amount Earned ($) | Voice of Customer Weighting | Voice of Customer Performance | Voice of Customer Amount Earned ($) | Pool Funding Adjustments(3) ($) | Final AIP Payment ($) | Final AIP % of Target | | Matti Shem Tov(1) | 900,000 | 90% | 105% | 850,500 | N/A | N/A | N/A | 10% | 110% | 99,000 | (31,500) | 918,000 | 102% | | Jonathan Collins | 750,000 | 90% | 105% | 708,750 | N/A | N/A | N/A | 10% | 110% | 82,500 | (26,250) | 765,000 | 102% | | Bar Veinstein(1) | 600,000 | 45% | 105% | 283,500 | 45% | 99% | 267,300 | 10% | 110% | 66,000 | 37,200 | 654,000 | 109% | | Henry Levy | 600,000 | 45% | 105% | 283,500 | 45% | 96% | 259,200 | 10% | 110% | 66,000 | 39,300 | 648,000 | 108% | | Maroun Mourad(2) | 189,041 | 45% | 105% | 89,322 | 45% | 48% | 40,833 | 10% | 110% | 20,795 | 9,735 | 160,685 | 85% |

  48. Achievement of AIP Goals

    (1)Mr. Shem Tov is based in Israel and his payment has been converted to USD using an ILS:USD exchange rate of 0.260. Mr. Veinstein is based in Israel and his payment has been converted to USD using an ILS:USD exchange rate of 0.273. (2)Mr. Mourad joined the Company on September 8, 2025 and was eligible for a pro rata payment of AIP based on the duration of his employment with us during 2025. The AIP Target reported in this table reflects such prorated amount. (3)Pool funding adjustments represent a combination of additional payout pool funding due to pre-bonus Adjusted EBITDA performance and allocation across the four goal sets due to disposal wind-down performance and the impact of foreign currency exchange. 37 TABLE OF CONTENTS

  49. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program

  50. Amended and Restated 2019 Incentive Award Plan Grant Practices

    Amended and Restated 2019 Incentive Award Plan Grant Practices Annual LTI awards to NEOs are typically granted in the first quarter of the year, although LTI awards may also be granted to NEOs as part of the hiring process, in connection with a promotion or change in responsibility, or in response to extraordinary circumstances. The HRCC approves the type and number of awards to be granted and the performance criteria for awards. For all such grants, the grant date is no earlier than the date of HRCC approval. Awards are not spring- loaded or otherwise timed to take advantage of material nonpublic information, and the Company does not manipulate the timing of the public release of information to increase the value of an award. The HRCC has delegated to the CEO and the SVP, Head of People the authority to grant equity awards, including annual LTI awards, to eligible employees (other than the CEO, the SVP, Head of People, and persons subject to Section 16 of the Exchange Act), provided the total awards remain within specified limits and subject to terms and conditions approved by the HRCC. In addition, on a quarterly basis, the HRCC reviews the shares granted from this award budget.

  51. Equity Programs

    Equity Programs We consider share ownership a key component in our compensation programs because it aligns the goals of our employees with those of our shareholders. Through the LTI program, our most senior leaders are eligible for annual equity awards under the Clarivate Amended and Restated 2019 Incentive Award Plan. Our key equity programs include LTI for NEOs and senior management, which consists of PSUs and RSUs. As discussed above, PSUs are granted to our most senior leaders, thereby placing a larger percentage of their compensation “at risk.” The following is the mix of performance and time-based equity awarded through our annual LTI program. See footnotes to the “2025 NEO Equity Awards” table below for a description of equity granted outside of the annual equity cycle.

  52. Equity Programs

    | Ratio of Performance to Time-Based Equity | | | | Position | PSUs | RSUs | | CEO | 50% | 50% | | Other NEOs | 50% | 50% |

  53. Equity Programs

    RSUs vest ratably over three years, with one-third of the award vesting on each of the first three anniversaries of the grant date. PSUs cliff vest at the end of a three-year period, subject to achievement of performance measures and continued employment. The 2023, 2024, and 2025 PSU awards have one three-year measurement period, with performance achievement adjusted in accordance with our three-year relative TSR modifier.

  54. PSU Grants

    PSU Grants 2023-2025 Performance. The table below contains the performance metrics relative to the three-year measurement period of the 2023 awards and the TSR modifier that increases or decreases the final payout by as much as 20%, as illustrated below. The overall payout of the PSUs was capped at 200% of the target shares granted.

  55. PSU Grants

    | 2023 PSU — 2023-2025 Measurement Period Metrics | | | | | | | Adjusted diluted EPS and Adjusted EBITDA | | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | | 2023-2025 Goals | | | | | | | Performance Range | Payout Range | Adjusted diluted EPS (50%) | Adjusted EBITDA ($m) (50%) | Percentile | Modifier | | Maximum | 200% | $2.72 | $3,653 | =>P75 | 1.4x | | Target | 100% | $2.59 | $3,564 | P50 | 1.0x | | Threshold | 50% | $2.46 | $3,474 | <=P25 | 0.8x |

  56. PSU Grants

    The HRCC approved adjustments to both our Adjusted diluted EPS and Adjusted EBITDA results for the 2023 – 2025 period to reflect divestitures and disposals that occurred during the performance period, as contemplated by the plan. Based on 2023-2025 financial results after these adjustments, actual performance versus the performance goals was 40.625% of target relative to the 2023 awards. Our three-year TSR performance (2023 – 2025) was less than the 25th percentile of the S&P 500 and therefore modifies the overall performance achievement by 0.8x, resulting in a final performance achievement at 32.5% of target for the 2023 awards. 38 TABLE OF CONTENTS

  57. Clarivate 2026 Proxy Statement

    Clarivate 2026 Proxy Statement The table below provides details of the RSUs and PSUs granted to our NEOs in 2025.

  58. Clarivate 2026 Proxy Statement

    | 2025 NEO Equity Awards | | | | | | | RSUs | | PSUs(1) | | | NEO | Units (#) | Grant Value ($) | Target Units (#) | Grant Value ($) | | Matti Shem Tov | 726,392 | 2,999,999 | 726,392 | 3,399,515 | | Jonathan Collins | 302,663 | 1,249,998 | 302,663 | 1,416,463 | | Bar Veinstein | 242,130 | 999,997 | 242,130 | 1,133,168 | | Henry Levy | 242,130 | 999,997 | 242,130 | 1,133,168 | | Maroun Mourad(2) | 539,568 | 2,249,999 | — | — | | Gordon Samson(3) | 242,130 | 999,997 | 242,130 | 1,133,168 | | Melanie Margolin(4) | — | — | — | — |

  59. Clarivate 2026 Proxy Statement

    (1)The PSU grants represent all of the PSUs granted in 2025 (i.e., the PSUs with respect to the 2025 – 2027 measurement period). See footnote to the 2025 Summary Compensation Table for more information. (2)The grant to Mr. Mourad was made in September 2025 in connection with his commencement of employment. The RSUs will vest ratably over three years on each of the first three anniversaries of the grant date, subject to continued employment through the vest dates. (3)In accordance with the terms of his separation agreement, Mr. Samson forfeited all of his 2025 PSU grant and the last tranche (i.e., one-third) of his 2025 RSU grant. (4)In accordance with the terms of her separation agreement, Ms. Margolin was not entitled to receive equity awards in 2025.

  60. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following summary compensation table sets forth information concerning compensation earned by our NEOs in 2025. None of our NEOs have been granted stock options.

  61. 2025 Summary Compensation Table

    | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Matti Shem Tov(5) Chief Executive Officer | | | | | | | | 2025 | 900,000 | — | 6,399,514 | 918,000 | 133,470 | 8,350,984 | | 2024 | 352,695 | — | 4,209,999 | 229,252 | 52,305 | 4,844,251 | | Jonathan Collins Executive Vice President, Chief Financial Officer | | | | | | | | 2025 | 750,000 | — | 2,666,461 | 765,000 | 14,264 | 4,195,725 | | 2024 | 750,000 | — | 4,646,938 | 487,500 | 14,130 | 5,898,568 | | 2023 | 750,000 | — | 3,424,506 | 547,500 | 13,530 | 4,735,536 | | Bar Veinstein(5) President, Academia & Government | | | | | | | | 2025 | 600,000 | — | 2,133,165 | 654,000 | 85,418 | 3,472,583 | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 89,416 | 4,196,977 | | 2023 | 411,884 | — | 8,185,927 | 438,000 | 63,472 | 9,099,283 | | Henry Levy President, Life Sciences & Healthcare | | | | | | | | 2025 | 600,000 | — | 2,133,165 | 648,000 | 14,264 | 3,395,429 | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 14,130 | 4,121,691 | | 2023 | 399,725 | — | 4,185,925 | 438,000 | 13,420 | 5,037,070 | | Maroun Mourad(6) President, Intellectual Property | | | | | | | | 2025 | 189,041 | — | 2,249,999 | 160,685 | 6,550 | 2,606,275 | | Gordon Samson(5)(7) Former President, Intellectual Property | | | | | | | | 2025 | 600,000 | — | 3,424,387 | — | 60,205 | 4,084,592 | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 60,224 | 4,167,785 | | 2023 | 588,281 | — | 2,776,573 | 429,557 | 59,157 | 3,853,568 | | Melanie Margolin(8) Former Executive Vice President and Chief Administrative and Legal Officer | | | | | | | | 2025 | 136,986 | — | 1,757,845 | 136,986 | 1,936,797 | 3,968,614 |

  62. 2025 Summary Compensation Table

    (1)Salary earned for Mr. Mourad is for the period of hire date through the end of 2025 and salary earned for Ms. Margolin is for the period she was employed during 2025. (2)Amounts shown are the aggregate grant date fair value of PSUs and RSUs granted in 2025 under our long-term incentive program as described above under “2025 Long-Term Incentive Program,” computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of the stock can be found in our Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data — Note 1: Nature of Operations and Summary of Significant Accounting Policies — Share-based Compensation” and “Item 8. Financial Statements and Supplementary Data — Note 11: Share-based Compensation.” PSUs are reported at 100% of target performance, which was the most probable outcome of their performance conditions as of their grant date. These amounts do not necessarily correspond to the actual value that may be realized by the NEOs. At the maximum performance level of 200%, the grant date fair value of the PSUs would be as follows: Mr. Shem Tov, $6,799,029; Mr. Collins, $2,832,926; Mr. Veinstein, $2,266,337; Mr. Levy, $2,266,337; and Mr. Samson, $2,266,337. The grant date fair value of the PSUs is calculated using a Monte Carlo valuation, which takes into consideration the probability of the PSUs paying out at different levels. The PSU grants represent all of the PSUs awarded for 2025. Since performance goals for the entire performance period of the 2025 awards were established and approved by the HRCC in 2025, these are considered granted for accounting purposes in 2025. Mr. Samson’s and Ms. Margolin’s grant value includes $1,291,222 and $1,757,845, respectively, in incremental fair value resulting from modifications of their equity awards pursuant to the terms of their respective separation agreements. In accordance with the terms of her separation agreement, Ms. Margolin was not entitled to receive equity awards in 2025. (3)Represents annual incentive payments under our AIP that were paid in March 2026 for 2025 performance. Mr. Mourad was eligible for a pro rata payment of 2025 AIP. Under the terms of their respective separation agreements, Mr. Samson was ineligible to receive a payment under the 2025 AIP and Ms. Margolin was eligible for a pro rata payment of 2025 AIP assuming target performance. 42 TABLE OF CONTENTS

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs. No stock options were granted to NEOs in 2025.

  64. Grants of Plan-Based Awards

    | | | | AIP | | | PSUs | | | RSUs | Grant Date Fair Value of Stock Awards(4) ($) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) ($) | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Matti Shem Tov | | | 0 | 900,000 | 1,800,000 | | | | | | | | 03/15/2025 | 03/04/2025 | | | | 290,556 | 726,392 | 1,452,784 | | 3,399,515 | | | 03/15/2025 | 03/04/2025 | | | | | | | 726,392 | 2,999,999 | | Jonathan Collins | | | 0 | 750,000 | 1,500,000 | | | | | | | | 03/15/2025 | 03/04/2025 | | | | 121,065 | 302,663 | 605,326 | | 1,416,463 | | | 03/15/2025 | 03/04/2025 | | | | | | | 302,663 | 1,249,998 | | Bar Veinstein | | | 0 | 600,000 | 1,200,000 | | | | | | | | 03/15/2025 | 03/04/2025 | | | | 96,852 | 242,130 | 484,260 | | 1,133,168 | | | 03/15/2025 | 03/04/2025 | | | | | | | 242,130 | 999,997 | | Henry Levy | | | 0 | 600,000 | 1,200,000 | | | | | | | | 03/15/2025 | 03/04/2025 | | | | 96,852 | 242,130 | 484,260 | | 1,133,168 | | | 03/15/2025 | 03/04/2025 | | | | | | | 242,130 | 999,997 | | Maroun Mourad | | | 0 | 189,041 | 378,082 | | | | | | | | 09/15/2025 | 07/24/2025 | | | | | | | 539,568 | 2,249,999 | | Gordon Samson | | | 0 | 600,000 | 1,200,000 | | | | | | | | 03/15/2025 | 03/04/2025 | | | | 96,852 | 242,130 | 484,260 | | 1,133,168 | | | 03/15/2025 | 03/04/2025 | | | | | | | 242,130 | 999,997 | | | 07/25/2025 | 07/24/2025 | | | | | | | | 1,291,222 | | Melanie Margolin | | | 0 | 625,000 | 1,250,000 | | | | | | | | 01/18/2025 | 02/11/2025 | | | | | | | | 1,757,845 |

  65. Grants of Plan-Based Awards

    (1)The threshold, target, and maximum amounts shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” reflect the ranges of payments that could be made under the AIP. Mr. Mourad was eligible for a prorated payment in 2025 based on his date of hire. Ms. Margolin received a prorated target bonus for 2025 per the terms of her separation agreement. Actual payments under the AIP are shown in the 2025 Summary Compensation Table. (2)Awards reported in this column represent the number of PSUs granted under the 2019 Incentive Award Plan. (3)Awards reported in this column represent the number of time-based RSUs granted under the 2019 Incentive Award Plan. (4)Represents the grant date fair value of stock awards, computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. PSUs are reported at target performance, which was the most probable outcome of their performance conditions as of their grant date. At the maximum performance level of 200%, the grant date fair value of the PSUs would be as follows: Mr. Shem Tov, $6,799,029; Mr. Collins, $2,832,926; Mr. Veinstein, $2,266,337; Mr. Levy, $2,266,337; and Mr. Samson, $2,266,337. Mr. Samson’s and Ms. Margolin’s grant value includes $1,291,222 and $1,757,845, respectively, in incremental fair value resulting from modification of their equity awards pursuant to the terms of their respective separation agreements. Mr. Mourad received a sign-on RSU grant for 539,568 shares with a total grant date value of $2,249,999 in connection with his commencement of employment. The RSUs will vest ratably over three years on each of the first three anniversaries of the date of grant, subject to continued employment through the vest dates. 43 TABLE OF CONTENTS

  66. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards held by our NEOs as of December 31, 2025. None of our NEOs held stock options as of December 31, 2025.

  67. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2)(3) ($) | | Matti Shem Tov | 08/13/2024 | 188,172 | 628,494 | 282,258 | 942,742 | | | 03/15/2025 | 726,392 | 2,426,149 | 726,392 | 2,426,149 | | Jonathan Collins | 03/01/2023 | 72,059 | 240,677 | | | | | 03/15/2024 | 118,036 | 394,240 | 177,053 | 591,357 | | | 03/15/2025 | 302,663 | 1,010,894 | 302,663 | 1,010,894 | | Bar Veinstein | 05/01/2023 | 210,695 | 703,721 | | | | | 03/15/2024 | 94,429 | 315,393 | 141,643 | 473,088 | | | 03/15/2025 | 242,130 | 808,714 | 242,130 | 808,714 | | Henry Levy | 05/01/2023 | 119,992 | 400,773 | | | | | 03/15/2024 | 94,429 | 315,393 | 141,643 | 473,088 | | | 03/15/2025 | 242,130 | 808,714 | 242,130 | 808,714 | | Maroun Mourad | 09/15/2025 | 539,568 | 1,802,157 | — | — | | Gordon Samson(4) | — | — | — | — | — | | Melanie Margolin(4) | — | — | — | — | — |

  68. Outstanding Equity Awards at Fiscal Year-End

    (1)Awards shown are time-based RSUs. Amounts include shares earned on 2023 PSU grants for Mr. Collins, 35,573; Mr. Veinstein, 36,847; and Mr. Levy, 36,847 since the performance period has ended, and the shares earned will vest based on their continued employment through the vest date. These awards are scheduled to vest as shown in the table below if the individual remains continuously employed by the Company through the vest date.

  69. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Shares Vesting | | Matti Shem Tov | 03/15/2026 | 242,130 | | | 08/13/2026 | 94,086 | | | 03/15/2027 | 242,131 | | | 08/13/2027 | 94,086 | | | 03/15/2028 | 242,131 | | Jonathan Collins | 02/18/2026 | 35,573 | | | 03/01/2026 | 95,504 | | | 03/15/2026 | 100,887 | | | 03/01/2027 | 59,018 | | | 03/15/2027 | 100,888 | | | 03/15/2028 | 100,888 | | Bar Veinstein | 02/18/2026 | 36,847 | | | 03/01/2026 | 85,007 | | | 03/15/2026 | 80,710 | | | 05/01/2026 | 136,055 | | | 03/01/2027 | 47,215 | | | 03/15/2027 | 80,710 | | | 03/15/2028 | 80,710 | | Henry Levy | 02/18/2026 | 36,847 | | | 03/01/2026 | 85,007 | | | 03/15/2026 | 80,710 | | | 05/01/2026 | 45,352 | | | 03/01/2027 | 47,215 | | | 03/15/2027 | 80,710 | | | 03/15/2028 | 80,710 | | Maroun Mourad | 09/15/2026 | 179,856 | | | 09/15/2027 | 179,856 | | | 09/15/2028 | 179,856 |

  70. Outstanding Equity Awards at Fiscal Year-End

    44 TABLE OF CONTENTS

  71. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the vesting of RSUs and PSUs held by our NEOs during 2025. None of our NEOs have been granted stock options.

  72. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Matti Shem Tov | 174,731 | 744,354 | | Jonathan Collins | 491,471 | 2,092,530 | | Bar Veinstein | 518,406 | 2,219,123 | | Henry Levy | 337,000 | 1,440,891 | | Maroun Mourad | — | — | | Gordon Samson(2) | 581,439 | 2,222,337 | | Melanie Margolin(3) | 520,741 | 2,096,446 |

  73. Option Exercises and Stock Vested

    (1)Represents the aggregate dollar amount realized, which is calculated by multiplying the number of shares of RSUs and PSUs that vested by the fair market value of our stock on the vesting date. (2)Includes 285,038 RSUs that vested per the terms of Mr. Samson’s separation agreement. (3)Includes 429,791 RSUs that vested per the terms of Ms. Margolin’s separation agreement. 45 TABLE OF CONTENTS

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN

  75. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO, Mr. Shem Tov, on December 31, 2025 (the “Measurement Date”). For 2025, our last completed fiscal year: vThe annual total compensation of our median employee was $46,275. vThe annual total compensation of our CEO, as annualized for purposes of the pay ratio and discussed below, was $8,350,984. Based on this information for 2025, the ratio of the annual total compensation of our CEO to that of our median employee is approximately 180:1. We believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median employee, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions and adjustments that we used were as follows: •As of the Measurement Date, our employee population for purposes of calculating our pay comprised 12,340 employees globally, with approximately 19% of our employee population located in the United States and 81% located outside the United States. •We included all full-time and part-time employees worldwide, excluding our CEO, except that, as permitted under the SEC rules, we utilized the de minimis exemption to exclude 299 employees, approximately 2.4% of our employee population, in the following countries:

  76. CEO PAY RATIO

    | Azerbaijan (1) | Chile (9) | Colombia (11) | Egypt (1) | | Hungary (5) | Malaysia (263) | Philippines (3) | South Africa (4) | | Ukraine (1) | Uzbekistan (1) | | |

  77. CEO PAY RATIO

    •To identify the median employee from our employee population, we relied on the base pay plus target bonus of our employees, as reported in our centralized human resource system on the Measurement Date, as these are the primary compensation elements for most of our employees. We did not make any cost-of-living adjustments in identifying the median employee. •Using this methodology, we determined that the median employee was a full-time worker in the United Kingdom. •With respect to the annual total compensation of the median employee, we calculated the employee’s compensation for 2025 in accordance with the requirements of Item 402(c) of Regulation S-K, resulting in an annual total compensation of $46,275. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. 49 TABLE OF CONTENTS

  78. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for each of our Chief Executive Officers (our “PEOs”) during 2025 and the average compensation for our other named executive officers, both as reported in the 2025 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022, and 2021. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income, and Adjusted EBITDA (our Company-selected measure) over such years in accordance with SEC rules.

  79. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(5) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(5) | Summary Compensation Table Total for Third PEO(1) | Compensation Actually Paid to Third PEO(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income/ (Loss)(4) (in millions) | Adjusted EBITDA (in millions) | | | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2025 | 8,350,984 | 5,761,746 | N/A | N/A | N/A | N/A | 3,620,536 | 1,356,654 | 11.24 | 134.41 | (201.1) | 1,001.8 | | 2024 | 4,844,251 | 3,866,509 | 21,865,641 | 1,623,752 | N/A | N/A | 4,596,255 | 1,535,438 | 17.10 | 159.23 | (668.0) | 1,060.4 | | 2023 | N/A | N/A | 12,478,373 | 10,579,394 | N/A | N/A | 5,681,364 | 5,657,407 | 31.17 | 145.19 | (986.6) | 1,117.2 | | 2022 | N/A | N/A | 8,375,608 | 5,440,653 | 4,538,176 | (2,164,082) | 2,644,643 | (226,698) | 28.07 | 112.84 | (4,035.6) | 1,112.7 | | 2021 | N/A | N/A | N/A | N/A | 5,319,950 | 2,813,040 | 4,404,432 | 3,903,063 | 79.17 | 142.95 | (312.0) | 800.4 |

  80. PAY VERSUS PERFORMANCE

    (1)The PEO is Matti Shem Tov, the second PEO is Jonathan Gear, and the third PEO is Jerre Stead. Mr. Stead was Chairman Emeritus of the Board from October 21, 2022 to May 7, 2025, and received no compensation for this position. (2)The 2025 non-PEO NEOs are Jonathan Collins, Bar Veinstein, Henry Levy, Maroun Mourad, Gordon Samson, and Melanie Margolin. The 2024 and 2023 non-PEO NEOs are Jonathan Collins, Bar Veinstein, Henry Levy, and Gordon Samson. The 2022 non-PEO NEOs are Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, and Stefano Maestri. The 2021 non-PEO NEOs are Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, Mukhtar Ahmed, Richard Hanks, and Jeff Roy. (3)Our TSR peer group is the peer group used for purposes of the “stock performance graph” in Clarivate’s Annual Report on Form 10-K and consists of the following companies: FactSet Research Systems Inc.; Gartner Inc.; Moody’s Corporation; MSCI Inc.; S&P Global Inc.; and Verisk Analytics, Inc. (4)Our 2025, 2024, 2023 and 2022 net income (loss) attributable to ordinary shares, as reported under U.S. GAAP, includes goodwill and intangible asset impairments of $15.0 million, $540.7 million, $979.9 million and $4,449.1 million, respectively. (5)The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2025. We paid no dividends during 2025, and thus no adjustments were made on account of dividend payments. CAP does not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our HRCC in regard to the PEOs’ and our other NEOs’ compensation for 2025, see “Compensation Discussion and Analysis,” above.

  81. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for First PEO | Exclusion of Stock Awards & Option Awards | Year-End Fair Value of Unvested Equity Granted During the Current Year (a) | Change in Fair Value of Prior Awards That Vested During the Current Year (b) | Change in Fair Value of Prior Awards That Remained Unvested at End of Current Year (c) | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | Prior Year-End Fair Value of Prior Awards That Forfeited During the Current Year (e) | Inclusion of Equity Values (a) + (b) + (c) + (d) - (e) | Compensation Actually Paid to First PEO | | 2025 | 8,350,984 | (6,399,514) | 4,910,410 | (143,279) | (956,855) | — | — | 3,810,276 | 5,761,746 |

  82. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Stock Awards & Option Awards | Year-End Fair Value of Unvested Equity Granted During the Current Year (a) | Change in Fair Value of Prior Awards That Vested During the Current Year (b) | Change in Fair Value of Prior Awards That Remained Unvested at End of Current Year (c) | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | Prior Year-End Fair Value of Prior Awards That Forfeited During the Current Year (e) | Inclusion of Equity Values (a) + (b) + (c) + (d) - (e) | Compensation Actually Paid to Non-PEO NEOs | | 2025 | 3,620,536 | (2,394,170) | 1,186,959 | (335,417) | (441,022) | 90,664 | 370,896 | 130,288 | 1,356,654 |

  83. PAY VERSUS PERFORMANCE

    The following graphs represent the relationship between CAP for the PEOs and average CAP of the non-PEO NEOs and Company performance in cumulative TSR, Net Income, and Adjusted EBITDA (our Company-selected measure); and between the Company’s cumulative TSR and the peer group cumulative TSR. 50 TABLE OF CONTENTS