CLARIVATE PLCCLVT

CLARIVATE PLC Stock Compensation Disclosure

10-KFiled Feb 24, 20263 min read
Share-based Compensation
We grant share-based awards under the Clarivate Plc 2019 Incentive Award Plan (“the Plan”). A maximum aggregate amount
of 85.0 million ordinary shares are reserved for issuance under the Plan. The Plan provides for the issuance of options, share
appreciation rights, restricted shares, restricted share units, and cash awards. As of December 31, 2025 and 2024,
approximately 32.1 million and 20.7 million shares, respectively, of our ordinary shares were available for share-based
awards.
Total share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, comprised the following:
Year Ended December 31,
2025
2024
2023
Cost of revenues
$17.4
$14.6
$39.9
Selling, general and administrative costs
45.6
46.0
69.0
Total share-based compensation expense
$63.0
$60.6
$108.9
Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows:
Year Ended December 31,
2025
2024
2023
Provision (benefit) for income taxes
$(1.8)
$(2.2)
$(8.7)
RSUs and PSUs
RSUs typically vest from one to three years under a graded vesting method. RSUs do not have nonforfeitable rights to
dividends or dividend equivalents. The fair value of RSUs is based on the fair value of our common shares on the date of
grant.
PSUs typically either cliff vest over three years or vest ratably between three and five years. Payout percentages are based on
accomplishing certain levels of growth and profitability, subsequently adjusted for our total shareholder return (“TSR”)
compared to the TSR of the S&P 500. We use a Monte Carlo simulation to determine the fair value of our PSUs at grant date.
Each quarter, we evaluate the likelihood that the performance criteria will be met. As the number of PSUs expected to vest
increases or decreases, compensation expense is also adjusted up or down to reflect the number of shares expected to vest and
the cumulative vesting period met to date.
A summary of RSU and PSU activity for the year ended December 31, 2025, is presented below:
Year Ended December 31, 2025
RSUs
RSUs Weighted
Average Grant
Date Fair Value
PSUs
PSUs Weighted
Average Grant
Date Fair Value
Outstanding at December 31, 2024
12.3
$8.27
4.0
$10.48
Granted
18.4
4.14
2.9
4.68
Vested
(7.2)
8.41
(0.6)
10.91
Forfeited
(2.6)
5.63
(1.3)
9.03
Outstanding at December 31, 2025
20.9
$4.91
5.0
$7.39
Total remaining unamortized compensation costs
$41.1
$20.4
Weighted average remaining service period
1.0 years
1.6 years
The 2025, 2024, and 2023 weighted average grant date fair value for RSUs was $4.14, $6.89, and $10.34 and for PSUs was
$4.68, $7.77, and $13.55, respectively.
For the years ended December 31, 2025, 2024, and 2023, the fair value of RSUs vested was $30.3, $45.3, and $62.4,
respectively, and the fair value of PSUs vested was insignificant.
Stock Options
No stock option awards have been granted to plan participants since 2019. As of December 31, 2025 and 2024, there was no
unrecognized compensation cost related to outstanding stock options. As of December 31, 2025, we have 0.6 million options
vested and exercisable at a weighted average exercise price per share of $11.71 with a weighted-average remaining
contractual life of 1.6 years.

Historical Timeline

Fiscal YearFiled
2025Feb 24, 2026Showing above
2024Feb 19, 2025
2023Feb 27, 2024
2022Mar 1, 2023

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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