[8-K] Clarivate Plc Reports Material Event

Rhea-AI Filing Summary

Clarivate Plc (NYSE: CLVT) filed an 8-K disclosing several leadership changes. President, Intellectual Property Gordon Samson will step down on 7 Sep 2025 and remain in a non-executive capacity until 31 Dec 2025. Under a compromise agreement signed 25 Jul 2025, Samson will receive a lump-sum cash payment of £1,458,552, accelerated vesting of RSUs scheduled to vest within 18 months, and, if needed, a UK tax equalisation payment, contingent on standard release and restrictive-covenant obligations.

Board director Valeria Alberola has notified the company she will resign effective 31 Dec 2025, citing a change in primary employment and confirming no disagreement with management or the Board.

To ensure continuity, Clarivate announced that Maroun S. Mourad will assume the role of President, Intellectual Property on 8 Sep 2025. The related press release is furnished as Exhibit 99.1. The filing contains no financial results or forward-looking guidance.

Positive

• Succession plan confirmed with appointment of Maroun S. Mourad, reducing operational uncertainty.
• Director resignation unrelated to disagreements, signaling board cohesion.

Negative

• Key division head departure introduces execution risk during leadership transition.
• £1.46 million cash payout and accelerated RSUs create immediate expense and potential dilution.

Insights

Securities Analyst

TL;DR Leadership turnover in IP unit; £1.46m exit cost; successor named; director resignation appears non-contentious. Limited financial impact, but continuity risk.

Samson’s departure removes the long-time head of Clarivate’s Intellectual Property segment, a core revenue generator. Although a successor is already identified, any transition risk in client retention or product roadmap could pressure near-term performance. The £1.46 million cash outlay and accelerated equity create a modest one-time expense, but are immaterial versus Clarivate’s >$2 billion revenue base. Alberola’s board exit appears routine, reducing governance concern. Overall, the disclosure is operationally noteworthy yet unlikely to alter earnings trajectory.

Corporate Governance Expert

TL;DR Two senior exits announced; clear succession and no disputes reduce governance red flags; severance terms within UK norms.

The Board pre-emptively communicated both departures and the incoming executive, demonstrating transparency. Samson’s restrictive covenants (12-month non-compete, non-solicit, perpetual confidentiality) protect proprietary assets. Severance multiples align with UK executive benchmarks, limiting shareholder pushback. Alberola’s resignation for career reasons, with advance notice and no stated disagreements, mitigates perception of board instability. Net governance impact is neutral.

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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

July 30, 2025 (July 24, 2025)

Date of Report (date of earliest event reported)

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	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Gordon Samson as President, Intellectual Property

Gordon Samson, President, Intellectual Property of Clarivate Plc (the “Company”) will depart from his position, effective September 7, 2025. Following such date, Mr. Samson will remain employed by the Company in a non-executive role until December 31, 2025.

In connection with the transition of his role, on July 25, 2025, the Company entered into a compromise agreement with Mr. Samson. Pursuant to the terms of the compromise agreement, in exchange for his execution and non-revocation of a release of claims and continued compliance with the terms of his agreement (including his restrictive covenants), in connection with his termination of employment Mr. Samson will receive (i) lump-sum cash payments equal to £1,458,552, (ii) accelerated vesting of any unvested RSUs that would have vested within 18 months of his separation and (iii) if applicable, a tax equalization payment to account for days of work in the United Kingdom.

Pursuant to the terms of his existing arrangements, Mr. Samson is subject to certain restrictive covenants, including 12-month post-termination non-compete and non-solicit obligations, a perpetual confidentiality obligation, a non-disparagement covenant and intellectual property assignment provisions.

The foregoing description of the compromise agreement with Mr. Samson contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of his agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Departure of Valeria Alberola from the Board

On July 28, 2025, Valeria Alberola notified the Company of her intention to resign from the Board of Directors of the Company, effective as of December 31, 2025. Ms. Alberola confirmed that her decision to resign is due to a change in her primary employment and not as a result of any disagreement between her and the Company, its management, the Board of Directors, or any committee thereof.

Item 7.01 Regulation FD Disclosure

On July 30, 2025, the Company announced that Maroun S. Mourad will assume the role of President, Intellectual Property, effective as of September 8, 2025.

The Company’s press release dated July 30, 2025 announcing the appointment of Maroun S. Mourad is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

No.		Description
99.1		Press release issued by Clarivate Plc dated July 30, 2025.
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: July 30, 2025	By:	/s/ John Doulamis
	Name:	John Doulamis
	Title:	Senior Vice President, General Counsel

FAQ

Why is Gordon Samson leaving Clarivate (CLVT)?

The filing states only that he will depart as President, Intellectual Property on 7 Sep 2025; no specific reason was provided.

How much severance will Gordon Samson receive from Clarivate?

He is entitled to lump-sum cash payments totaling £1,458,552, accelerated RSU vesting within 18 months, and a potential tax equalisation payment.

Who will replace the President of Intellectual Property at Clarivate?

Maroun S. Mourad will assume the role effective 8 Sep 2025.

When will director Valeria Alberola resign from Clarivate's board?

Her resignation becomes effective 31 Dec 2025.

Does the director resignation indicate any dispute with Clarivate management?

No. Alberola confirmed her decision is due to a change in primary employment and not a disagreement.

Did Clarivate provide any financial guidance in this 8-K?

No earnings data or forward-looking guidance was included in this filing.