[8-K] Clarivate Plc Reports Material Event

Rhea-AI Filing Summary

DoubleVerify (DV) Q2-25 10-Q highlights:

• Revenue rose 21% YoY to $189.0 m; 1H-25 revenue up 19% to $354.1 m.
• Gross margin (ex-D&A) remained robust at 82.5%.
• Operating income improved 23% YoY to $13.5 m, while net income grew 17% to $8.8 m ($0.05 EPS diluted).
• For 1H-25, net income fell 24% to $11.1 m as higher stock-based comp (+14% YoY to $51.3 m) and a 55% effective tax rate offset top-line growth.
• Cash & equivalents declined to $211.8 m (-$81.0 m YTD) after spending $82.3 m to acquire attribution platform Rockerbox and $82.2 m on share buybacks (5.1 m shares YTD). $140 m remains under the current $200 m authorization.
• Balance sheet: No outstanding debt on the $200 m revolver; equity $1.09 b, liabilities $206.9 m.
• Goodwill increased to $516.6 m (+$89 m) and intangibles to $116.1 m following Rockerbox.
• Cash flow: Operating cash flow up 29% YoY to $87.3 m; free cash outflow $15.2 m after capex and M&A.
• Segments: Activation $109.0 m (+25%), Measurement $62.9 m (+15%), Supply-side $17.2 m (+26%). Remaining performance obligations $37.7 m.
• No long-term debt or impairment charges; one securities-class-action filed May 2025 disclosed.

Overall: Solid double-digit revenue growth and strong margins offset by higher expense load, aggressive buybacks and acquisition cash use. Liquidity remains healthy with undrawn credit facility.

Positive

• Revenue up 21% YoY in Q2 driven by Activation and Supply-side growth
• Gross margin 82.5% remains industry-leading, underscoring pricing power
• Operating cash flow +29% YoY to $87.3 m, funding growth initiatives
• No outstanding debt with $200 m revolver provides liquidity flexibility
• Rockerbox acquisition broadens measurement suite and adds $17.7 m intangibles

Negative

• YTD net income down 24% despite higher sales, reflecting cost pressure
• Cash balance fell $81 m due to buybacks and acquisition outlays
• Stock-based compensation up 14% YoY, diluting operating leverage
• Effective tax rate jumped to 55.1% YTD, compressing EPS
• Class-action lawsuit filed May 2025 introduces potential legal risk

Insights

Sell-Side Equity Analyst

TL;DR: Top-line acceleration intact; profitability pressured by stock comp and taxes, but cash still ample.

DV delivered a 21% revenue jump—well ahead of ad-tech peers—thanks to Activation strength and early contribution from Rockerbox. Gross margin north of 80% reaffirms the scalability of the SaaS model. However, stock-based comp now equals 14% of sales and pushed 1H operating margin down 70 bps. The 55% YTD tax rate (vs 33% prior year) further clipped EPS. Cash burn stems largely from the $82 m Rockerbox deal and $82 m of share repurchases; with $212 m cash and an unused $200 m revolver, liquidity risk is low. Buybacks have reduced basic share count 5% YoY and are accretive at ~6× EV/S. Litigation exposure appears immaterial at this stage. I view the print as modestly positive: growth narrative intact, strategic M&A expands TAM, and balance-sheet flexibility preserved.

Risk Analyst

TL;DR: Rising execution risk from higher leverage to stock comp, tax volatility and new class-action.

While net leverage is zero, DV’s earnings quality is diluted by elevated non-cash comp (27 m in Q2) and a spiking tax rate linked to global mix and recent U.S. reform. Cash depletion of $81 m YTD narrows the margin of safety amid ongoing buybacks; remaining authorization equals 66% of cash on hand. Goodwill now 40% of assets, raising impairment sensitivity should growth slow. The May 2025 class action could add legal costs and management distraction. Nonetheless, robust operating cash flow and no debt mitigate immediate credit concerns. Overall neutral-to-slightly negative.

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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): August 5, 2025 (August 5, 2025)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

001-38911	N/A
(Commission File Number)	(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:

☐ 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 1.01.  Entry into a Material Definitive Agreement

On August 5, 2025, certain of Clarivate Plc’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019 (as amended, restated, supplemented or modified prior to the Amendment, the “Existing Credit Agreement”, and as further amended by the Amendment, the “Credit Agreement”) entered into an amendment thereto (the “Amendment”), which provided for (i) a $75.0 million increase (the “Revolving Commitment Increase”) of the total revolving credit commitments thereunder to $775.0 million in the aggregate and (ii) certain other amendments as set forth in Exhibit 10.1 to this Current Report on Form 8-K.  Revolving loans and other extensions of credit made pursuant to the Revolving Commitment Increase will have the same terms as the existing revolving commitments under the Existing Credit Agreement, including interest rate and maturity date.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

	No.	Description
	10.1	Amendment No. 8 dated as of August 5, 2025 to Credit Agreement dated as of October 31, 2019
	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, thereunto duly authorized.

		CLARIVATE PLC
Date: August 5, 2025	By:	/s/ John Doulamis
	Name:	John Doulamis
	Title:	Senior Vice President & General Counsel

FAQ

How did DoubleVerify (DV) perform financially in Q2 2025?

DV posted $189 m revenue (+21% YoY), net income of $8.8 m and diluted EPS of $0.05.

What drove DV’s revenue growth this quarter?

Activation services rose 25%, Measurement 15%, and Supply-side 26%, reflecting higher ad volumes and expanded client adoption.

How much cash does DV have and is it carrying debt?

As of 30-Jun-25, DV held $211.8 m in cash and had no borrowings on its $200 m revolving credit facility.

What is the status of DV’s share repurchase program?

DV bought back 5.1 m shares for $82 m YTD; $140 m remains available under the current authorization.

What impact will the Rockerbox acquisition have?

The $82 m deal adds attribution technology, $72 m goodwill and $17.7 m intangibles; integration expected over the next year.