Form 8-K

8-K — CLARIVATE PLC

Accession: 0000950103-26-014423

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0001764046

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp253829_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp253829_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (date of earliest event reported):

September 24, 2026

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

001-38911

(Commission File Number)

N/A

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

70 St. Mary Axe

London EC3A 8BE

United Kingdom

(Address of Principal Executive Offices)

(44) 207-433-4000

Registrant's telephone number, including area code

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

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

below):

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, no par value

CLVT

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 24, 2026, Clarivate Plc issued a press release announcing

the expiration and results of the previously announced cash tender offer by its wholly-owned subsidiary, Clarivate Science Holdings Corporation,

for certain of its debt securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.

Description

99.1

Press release issued by Clarivate Plc dated September 24, 2026

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CLARIVATE PLC

Date: September 24, 2026

By: /s/ John Doulamis

Name: John Doulamis

Title: Senior Vice President, General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp253829_ex9901.htm · Sequence: 2

Exhibit 99.1

Clarivate

Announces Final Results of Offer to Purchase for Cash Certain of its Outstanding Debt Securities

LONDON,

September 24, 2026: Clarivate Plc (NYSE: CLVT) ("Clarivate"), a leading global

provider of transformative intelligence, today announced the expiration and final results of its previously announced cash tender offer

(the "Offer") by its wholly-owned subsidiary, Clarivate Science Holdings Corporation (the “Company”), to purchase

the outstanding 3.875% Senior Secured Notes due 2028 (the "Notes") for aggregate principal amount of up to $75,000,000 (the

“Maximum Amount”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 17, 2026

(the "Offer to Purchase") and any related documents (collectively with the Offer to Purchase, the "Tender Offer Documents").

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

The

Offer expired at 5:00 p.m., New York City time, on September 23, 2026 (such time and date, the "Expiration Date"). Withdrawal

rights for the Offer expired at the Expiration Date, and accordingly, Notes validly tendered in the Offer may no longer be withdrawn

except where additional withdrawal rights are required by law.

the Expiration Date, according to information provided by Global Bondholder Services Corporation, the tender and information agent for

the Offer (the "Tender and Information Agent"), the aggregate principal amount of Notes validly tendered and not validly withdrawn

pursuant to the Offer and the aggregate principal amount of Notes accepted for purchase, are set forth in the table below.

Notes

Issuer

CUSIP

/ ISIN Number(1)

Aggregate

Principal Amount Outstanding Prior to Tender Offer

Total

Consideration(2)

Aggregate

Principal

Amount

Tendered

Aggregate Principal

Amount

Accepted

Proration

Factor(3)

3.875% Senior Secured Notes due 2028

Clarivate Science Holdings Corporation

144A:

18064P AC3 / US18064PAC32

Reg

S: U1800Q AC3 / USU1800QAC34

$825,000,000

$975.15

$665,198,000

$75,000,000

11.3%

(1) No

representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed

above.

(2) Represents

the total consideration for the Notes (the "Total Consideration") payable per each

$1,000 principal amount of Notes validly tendered and accepted for purchase in the Offer.

The Total Consideration for the Notes was determined at 2:00 p.m., New York City time, on

September 23, 2026, in the manner described in the Tender Offer Documents.

(3) In

accordance with the terms of the Offer to Purchase, the Notes accepted for purchase are subject

to proration so that the Company accepts for purchase the Notes for aggregate principal amount

of up to the Maximum Amount. The final proration factor has been rounded to the nearest tenth

of a percentage point for presentation purposes.

All

conditions to the Offer were satisfied or waived on or prior to the Expiration Date. On the "Settlement Date" of September

25, 2026, Holders whose Notes have been accepted for purchase will also receive an Accrued Coupon Payment. The Notes validly tendered

but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

Citigroup

Global Markets Inc. served as dealer manager (the "Dealer Manager") for the Offer. Global Bondholder Services Corporation served

as the Tender and Information Agent for the Offer. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800)

558-3745 (toll-free) or +1 (212) 723-6106 (collect). Requests for documents and questions regarding the tendering of Notes may be directed

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

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

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

This

press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offer was

made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under

applicable law. The information in this press release is qualified by reference to the Offer to Purchase.

Forward-Looking

Statements

This

release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding

future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning

of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements

include all matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations

concerning, among other things, the completion of the Offer. These forward-looking statements can generally be identified by the use

of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,”

“seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should”

or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are based on available

current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. These forward-looking

statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual

results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and

uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors in our annual report on Form 10-K, along

with our other filings with the U.S. Securities and Exchange Commission (“SEC”). There can be no assurance that future developments

affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, or should any of

the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as may be required under applicable securities laws. Please consult our public filings with the SEC, which

are also available on our website at www.clarivate.com.

About

Clarivate

is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and

expert services in the areas of Academia & Government, Intellectual Property, and Life Sciences & Healthcare. For more information,

please visit www.clarivate.com.

Media

Contact:

Amy

Bourke-Waite, Senior Director, Communications & Brand

newsroom@clarivate.com

Investor

Relations Contact:

Mark

Donohue, Vice President, Investor Relations

investor.relations@clarivate.com

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