Clarivate (NYSE: CLVT) revises change-in-control severance and RSU vesting

Rhea-AI Filing Summary

Clarivate Plc has updated its executive severance arrangements through an Amended and Restated Executive Severance Plan effective March 23, 2026. The plan covers the Executive Leadership Team, now including the CEO, and other employees selected by the Human Resources and Compensation Committee.

Participants become eligible for severance upon specified “Qualifying Terminations,” including certain resignations for “good reason” in connection with a “change in control.” For terminations not tied to a change in control, time-based RSUs granted before April 1, 2027 that would have vested over the next 18 months will fully vest, while later grants vest on a prorated basis. In a change-in-control-related Qualifying Termination, all RSUs vest in full, and performance-based RSUs vest at a performance level determined by the committee.

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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):

March 23, 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

☐ 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 23, 2026, the Board of Directors (the “Board”) of Clarivate Plc (the “Company”), upon the recommendation of

the Human Resources and Compensation Committee of the Board (the “HRCC”), approved the adoption of the Amended and

Restated Executive Severance Plan of Clarivate Plc (the “A&R Executive Severance Plan”), effective March 23, 2026. The

Executive Severance Plan of Clarivate Plc was originally adopted by the Board on June 30, 2021 (the “Original ESP”), and the

A&R Executive Severance Plan maintains substantially similar terms and conditions, except as described below. Generally, the

A&R Executive Severance Plan provides for severance payments to members of the Company’s Executive Leadership Team

(other than the Executive Chairman), including each of the Company’s named executive officers, and other employees selected

by the HRCC (such individuals, “ESP Participants”) upon a termination of their employment under circumstances specified in

the A&R Executive Severance Plan (such terminations, a “Qualifying Termination”).

The material changes effected in the A&R Executive Severance Plan from those in the Original ESP are as follows:

•The CEO is an eligible ESP Participant.

•ESP Participants will be eligible for severance payments upon a termination of their employment for “good reason” in

connection with a “change in control” (each as defined in the A&R Executive Severance Plan).

•Upon a Qualifying Termination of an ESP Participant not in connection with a “change in control” (as defined in the

A&R Executive Severance Plan):

◦Outstanding and unvested restricted stock units that vest on the basis of the ESP Participant’s continued

service (“RSUs”) which were granted prior to April 1, 2027 and which would have vested over the 18-month

period following such Qualifying Termination will vest in full; and

◦Outstanding RSUs held by the ESP Participant which were granted on or after April 1, 2027 will vest on a

prorated basis.

•Upon a Qualifying Termination of an ESP Participant in connection with a “change in control”:

◦All outstanding RSUs will vest in full; and

◦All outstanding and unvested restricted stock units that vest on the basis of the satisfaction of performance

metrics will vest as if all performance metrics had been met at a performance level to be determined by the

HRCC.

The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the A&R Executive

Severance Plan, a copy of which is filed hereto as Exhibit 10.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

No.	Description
10.1	Amended and Restated Executive Severance Plan of Clarivate Plc
104	The cover page from the Company's Current Report on Form 8-K dated March 26, 2026, 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: March 26, 2026	By: /s/ John Doulamis
	Name:  John Doulamis
	Title:    Senior Vice President and General Counsel

FAQ

What did Clarivate (CLVT) change in its executive severance plan?

Clarivate updated its executive severance plan effective March 23, 2026. The amended plan keeps most prior terms but revises eligibility, adds change-in-control “good reason” coverage, and adjusts how restricted stock units vest when an executive experiences a qualifying termination.

Are Clarivate’s CEO and executives now covered by the amended severance plan?

Yes. The amended plan makes the CEO an eligible participant and continues to cover the Executive Leadership Team and other employees selected by the compensation committee, providing severance benefits when their employment ends under defined qualifying termination circumstances.

How does Clarivate’s amended plan treat RSUs after a qualifying termination?

For qualifying terminations not tied to a change in control, time-based RSUs granted before April 1, 2027 that would vest within 18 months vest fully, while RSUs granted on or after April 1, 2027 vest on a prorated basis according to the plan provisions.

What happens to Clarivate (CLVT) RSUs if a termination follows a change in control?

If a qualifying termination occurs in connection with a change in control, all outstanding RSUs vest in full. Performance-based restricted stock units also vest, using a performance level that the Human Resources and Compensation Committee determines under the plan’s definitions.

Who decides performance levels for Clarivate’s performance-based RSUs at vesting?

When a qualifying termination happens in connection with a change in control, all performance-based restricted stock units vest as if performance goals were met at a level determined by Clarivate’s Human Resources and Compensation Committee, giving that committee discretion within the plan’s defined framework.

Where can investors find full details of Clarivate’s amended severance plan?

Full details are contained in the Amended and Restated Executive Severance Plan of Clarivate Plc, filed as Exhibit 10.1. The 8-K summary notes that its description is qualified in its entirety by reference to the complete plan document.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 395.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.5 KB