-- Value Creation Plan accelerated organic ACV and drove higher cash flow in 2025 --

-- Financial outlook for 2026 projects continued momentum --

-- Provides update on strategic review; Currently engaged in active discussions with interested parties to sell Life Sciences & Healthcare business --

LONDON, Feb. 24, 2026 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate"), a leading global provider of transformative intelligence, today reported results for the fourth quarter and full year ended December 31, 2025.

Executive Commentary

Matti Shem Tov, Chief Executive Officer:

"In 2025, Clarivate achieved significant innovation and growth. We advanced our Value Creation Plan by refining our business model, enhancing sales execution, and investing in proprietary assets while developing Agentic AI capabilities throughout our portfolio. These efforts have strengthened both our operational and financial standing and improved our revenue composition through the broader adoption of subscription-based services. As a result, we realized nearly 2% organic ACV growth, increased recurring organic revenue, and stronger free cash flow conversion, all while meeting our full-year financial guidance for 2025."

"As we look ahead to 2026, we are operating with improved focus, efficiency, and momentum. We are utilizing our proprietary solutions in conjunction with AI to deliver greater value to our customers, and we remain committed to disciplined execution, continued organic growth, and thoughtful capital allocation."

Jonathan Collins, Executive Vice President and Chief Financial Officer:

"We anticipate a steady improvement in our financial performance for 2026. Although overall reported revenue will be lower due to the previously announced strategic divestitures of transactional based revenues, we forecast growth in organic ACV and recurring organic revenue. Due to robust organic growth conversion and diligent cost management, Adjusted EBITDA is projected to grow, accompanied by an estimated 200 basis point expansion in margins. Additionally, we estimate free cash flow will rise by roughly 10% to nearly $400 million at midpoint, allowing us to reinvest in our business and provide returns to shareholders."

Sale Process for Life Sciences & Healthcare Segment

The Company previously announced a strategic review of its business portfolio. Following a comprehensive evaluation, the Company today announced it is pursuing a sale of its Life Sciences & Healthcare business. Clarivate has retained Morgan Stanley & Co. LLC as its financial advisor, and is currently engaged in active discussions with interested parties. The Company believes that a potential sale will allow further emphasis on the Academia & Government and Intellectual Property markets, and it is anticipated that proceeds from a potential sale would enable the Company to strengthen its balance sheet through reduced leverage. There can be no assurances that the sale process will result in a transaction. Clarivate does not intend to comment further regarding this matter until additional disclosure is determined to be appropriate.

Fourth Quarter 2025 Results

Total revenues for the fourth quarter 2025 were $617.0 million, compared to $663.0 million in the fourth quarter 2024, reflecting the impact of inorganic divestitures and disposals. On an organic basis, revenues declined 1.2%, as 1.0% organic subscription growth was more than offset by lower organic re-occurring and transactional revenues.

Net income for the fourth quarter 2025 improved to $3.1 million, or $0.00 per diluted share, compared to a net loss of $191.8 million, or $0.27 per diluted share, in the prior year period. Adjusted net income was $129.7 million, or $0.20 per diluted share, compared to $145.5 million, or $0.21 per diluted share, in the fourth quarter 2024. Adjusted EBITDA was $254.6 million, compared to $285.3 million in the prior year period.

Full Year 2025 Results

Total revenues for the full year 2025 were $2,455.2 million, compared to total revenues of $2,556.7 million in 2024, primarily reflecting the impact of inorganic divestitures and disposals. Organic revenues declined 0.1%, as 0.6% organic recurring revenue growth was offset by lower organic transactional revenues.

Organic ACV increased 1.8% compared to December 31, 2024, and the mix of organic recurring revenue improved significantly, increasing 800 basis points to 88% of total revenue, compared to 80% in the prior year. This shift reflects continued progress toward a more sustainable, subscription-led revenue base.

Net loss for the full year 2025 improved to $201.1 million, or $0.30 per diluted share, compared to a net loss of $636.7 million, or $0.96 per diluted share, in 2024. Adjusted net income was $468.1 million, or $0.69 per diluted share, compared to $525.3 million, or $0.73 per diluted share, in the prior year. Adjusted EBITDA was $1,001.8 million, compared to $1,060.4 million in 2024.

Strong Cash Flow Generation

Clarivate generated $628.5 million of operating cash flow and $365.3 million of free cash flow during the full year of 2025. The Company returned capital to shareholders through approximately $225 million in ordinary share repurchases, including 21.2 million shares during the fourth quarter, for a total of 56.0 million shares repurchased in 2025.

Selected Financial Information


        
          (In millions, except percentages and per share data),         Three Months Ended          Change                         Year Ended              Change
(unaudited)
                                                                                    December 31,                                         December 31,


                                          
        
          2025          2024 
        
          $      %           2025       2024          
      
         $          %



        Revenues                                                         $617.0                $663.0 $(46.0)        (6.9) %  $2,455.2                    $2,556.7    $(101.5)   (4.0) %





        Net income (loss)                                                  $3.1              $(191.8) $194.9         101.6 %  $(201.1)                   $(636.7)     $435.6     68.4 %



        Adjusted net income(1)                                           $129.7                $145.5 $(15.8)       (10.9) %    $468.1                      $525.3     $(57.2)  (10.9) %



        Adjusted EBITDA(1)                                               $254.6                $285.3 $(30.7)       (10.8) %  $1,001.8                    $1,060.4     $(58.6)   (5.5) %





        Diluted EPS                                                       $0.00               $(0.27)  $0.27         100.0 %   $(0.30)                    $(0.96)      $0.66     68.8 %



        Adjusted diluted EPS(1)                                           $0.20                 $0.21 $(0.01)        (4.8) %     $0.69                       $0.73     $(0.04)   (5.5) %





        Net cash provided by operating activities                        $159.9                $141.3   $18.6          13.2 %    $628.5                      $646.6     $(18.1)   (2.8) %



        Free cash flow(1)                                                 $89.2                 $59.1   $30.1          50.9 %    $365.3                      $357.5        $7.8      2.2 %

Fourth Quarter 2025 Commentary

Subscription revenues were $405.8 million, compared to $407.0 million in the prior year period. On an organic basis, subscription revenues increased 1.0%, driven by new sales, improved retention and pricing actions.

Re-occurring revenues were $114.1 million, compared to $112.0 million in the prior year period. Organic re-occurring revenues declined 1.2%, primarily reflecting lower Intellectual Property ("IP") volumes and sales.

Total recurring revenues, which include subscription and re-occurring revenues, increased 0.5% organically, compared to the prior year period, underscoring the resilience of Clarivate's recurring revenue base.

Transactional revenues were $97.1 million compared to $144.0 million in the prior year period, reflecting the impact of divestitures and disposals in Academia & Government ("A&G") and Life Sciences & Healthcare ("LS&H"). On an organic basis, transactional revenues declined 11.9%, primarily due to lower IP volumes.

Full Year 2025 Commentary

Subscription revenues were $1,605.5 million, compared to $1,626.8 million in the prior year. Organic subscription revenues increased 0.8%, driven by new customer wins, improved retention, and pricing.

Re-occurring revenues were $434.2 million, compared to $429.8 million in 2024. Organic re-occurring revenues declined 0.4%, primarily due to lower IP segment volumes and sales.

Total recurring revenues, consisting of subscription and re-occurring revenues, increased 0.6% organically, compared to 2024, reflecting continued progress toward a more stable and predictable revenue profile.

Transactional revenues were $415.5 million compared to $500.1 million in the prior year, reflecting the impact of divestitures and disposals in A&G and LS&H segments. Organic transactional revenues declined 4.8%, primarily due to lower IP segment volumes.

Balance Sheet and Cash Flow

As of December 31, 2025, cash and cash equivalents were $329.2 million, an increase of $34.0 million compared to December 31, 2024.

Total debt outstanding was $4,469.9 million as of December 31, 2025, a decrease of $101.2 million compared to the prior year, driven by a $100.0 million accelerated debt repayment completed in September 2025. An additional $100.0 million accelerated debt repayment was made in January 2026, fully redeeming the senior secured notes due November 2026.

Net cash provided by operating activities for the full year 2025 was $628.5 million compared to $646.6 million in the prior year. Free cash flow increased $365.3 million compared to $357.5 million in 2024, reflecting continued strong cash generation.

Outlook for 2026 (forward-looking statement)

The full-year outlook presented below assumes no further acquisitions, divestitures, or other unanticipated events.

                                         Full Year 2026
                                             Outlook



 Organic ACV                              2.0% to 3.0%



 Recurring Organic Revenue Growth       0.75% to 2.25%



 Revenues                         
   $2.30B to $2.42B



 Adjusted EBITDA(1)                
   $980M to $1.04B



 Adjusted EBITDA Margin(1)              42.0% to 43.5%



 Adjusted Diluted EPS(1)(2)         
   $0.70 to $0.80



 Free Cash Flow(1)                  
   $365M to $435M




   
 Notes to press release

---


   
 (1) Non-GAAP measure. Please see "Reconciliations to Certain Non-GAAP Measures" in this release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.



   
 (2) Adjusted diluted EPS for 2026 is calculated based on approximately 650 million fully diluted adjusted weighted average ordinary shares outstanding.

Conference Call and Webcast

Clarivate will host a conference call and webcast today to review the results for the fourth quarter and full year at 9:00 a.m. Eastern Time. The webcast is open to all interested parties and may include forward-looking information.

The live webcast of the earnings call will be accessible through the investor relations section of the Company's website. To join the webcast please visit https://events.q4inc.com/attendee/295400608.

Interested parties may access the live audio broadcast. U.S. participants may call 800-715-9871; international participants may call +1 646-307-1963 (long-distance charges will apply). The conference ID number is 7258454.

A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live call and will remain available for one year.

Use of Non-GAAP Financial Measures

This release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS, and Free cash flow. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.

We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Definitions and reconciliations of non-GAAP measures to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.

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 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. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, the anticipated divestiture of our LS&H business or any other strategic transactions we may explore, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, anticipated transactions, and the markets in which we operate. Such forward-looking statements are based on available current market material and management's expectations, beliefs, and forecasts concerning future events impacting us. There can be no assurance that future developments affecting us will be those that we have anticipated. 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"). 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

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.

                                                                          
          
            Consolidated Balance Sheets (Unaudited)




                                                                                                                                                    As of December 31,



          
            (in millions)                                                                                                          2025                 2024



          
            ASSETS



          Current assets:



          Cash and cash equivalents, including restricted cash                                                                              $329.2               $295.2



          Accounts receivable, net                                                                                                           821.7                798.3



          Prepaid expenses                                                                                                                    94.2                 85.9



          Other current assets                                                                                                                64.9                 65.2



          Total current assets                                                                                                             1,310.0              1,244.6



          Property and equipment, net                                                                                                         52.7                 53.5



          Other intangible assets, net                                                                                                     8,008.1              8,441.2



          Goodwill                                                                                                                         1,566.7              1,566.6



          Other non-current assets                                                                                                            68.1                 82.2



          Deferred income taxes                                                                                                               17.2                 48.5



          Operating lease right-of-use assets                                                                                                 46.6                 53.6



          
            Total assets                                                                                                      $11,069.4            $11,490.2



          
            LIABILITIES AND SHAREHOLDERS' EQUITY



          Current liabilities:



          Accounts payable                                                                                                                  $150.6               $124.5



          Accrued compensation                                                                                                               146.7                119.2



          Accrued expenses and other current liabilities                                                                                     273.0                308.8



          Current portion of deferred revenues                                                                                               878.6                859.1



          Current portion of operating lease liability                                                                                        18.4                 20.6



          Current portion of long-term debt                                                                                                  101.5                  1.3



          Total current liabilities                                                                                                        1,568.8              1,433.5



          Long-term debt                                                                                                                   4,321.5              4,518.7



          Other non-current liabilities                                                                                                       86.2                 72.5



          Deferred income taxes                                                                                                              212.1                273.3



          Operating lease liabilities                                                                                                         37.9                 53.2



          Total liabilities                                                                                                                6,226.5              6,351.2



          Commitments and contingencies



          Shareholders' equity:



          Ordinary Shares, no par value; unlimited shares authorized; 640.7 and 691.4 shares issued                                       12,810.6             12,978.8
and outstanding as of December 31, 2025 and December 31, 2024, respectively



          Accumulated other comprehensive loss                                                                                             (453.1)             (526.3)



          Accumulated deficit                                                                                                            (7,514.6)           (7,313.5)



          Total shareholders' equity                                                                                                       4,842.9              5,139.0



          
            Total liabilities and shareholders' equity                                                                        $11,069.4            $11,490.2

                                       
          
           Consolidated Statements of Operations (Unaudited)




                                                                                                                Three Months Ended December 31,             Year Ended December 31,



 
            (In millions, except per share data)                                                      2025                  2024                  2025       2024



 Revenues                                                                                             $617.0                $663.0              $2,455.2   $2,556.7



 Operating expenses:



 Cost of revenues                                                                                      204.8                 227.7                 833.6      869.2



 Selling, general and administrative costs                                                             179.1                 180.8                 708.6      727.6



 Depreciation and amortization                                                                         189.1                 186.0                 757.2      727.0



 Goodwill and intangible asset impairments                                                              15.0                 224.1                  15.0      540.7



 Restructuring and other impairments                                                                     4.8                   5.4                  50.7       19.6



 Other operating expense (income), net                                                                (17.2)               (98.7)                 18.6     (51.8)



 Total operating expenses                                                                              575.6                 725.3               2,383.7    2,832.3



 Income (loss) from operations                                                                          41.4                (62.3)                 71.5    (275.6)



 Fair value adjustment of warrants                                                                         -                                               (5.2)



 Interest expense, net                                                                                  66.0                  69.9                 265.4      283.4



 Income (loss) before income taxes                                                                    (24.6)              (132.2)              (193.9)   (553.8)



 Provision (benefit) for income taxes                                                                 (27.7)                 59.6                   7.2       82.9



 Net income (loss)                                                                                       3.1               (191.8)              (201.1)   (636.7)



 Dividends on preferred shares                                                                             -                                                31.3



 Net income (loss) attributable to ordinary shares                                                      $3.1              $(191.8)             $(201.1)  $(668.0)





 Per share:



 Basic                                                                                                 $0.00               $(0.27)              $(0.30)   $(0.96)



 Diluted                                                                                               $0.00               $(0.27)              $(0.30)   $(0.96)





 Weighted average shares used to compute earnings per share:



 Basic                                                                                                 654.2                 702.8                 673.3      693.6



 Diluted                                                                                               662.3                 702.8                 673.3      693.6

                                                       
          
            Consolidated Statements of Cash Flows (Unaudited)




                                                                                                                                          Year Ended December 31,



 
            (In millions)                                                                                                         2025                  2024



 
            Cash Flows From Operating Activities



 Net income (loss)                                                                                                              $(201.1)             $(636.7)



 
            Adjustments to reconcile net income (loss) to net cash provided by operating activities:



   Depreciation and amortization                                                                                                   757.2                 727.0



   Share-based compensation                                                                                                         63.1                  59.9



   Restructuring and other impairments, including goodwill                                                                          18.6                 540.3



   Gain on sale from divestitures                                                                                                      -               (54.7)



   Deferred income taxes                                                                                                          (41.5)                 21.2



   Amortization and write-off of debt issuance costs                                                                                14.3                  16.4



   Other operating activities                                                                                                       14.4                 (1.9)



 
            Changes in operating assets and liabilities:



   Accounts receivable                                                                                                             (5.0)                 92.6



   Prepaid expenses                                                                                                                (7.5)                  1.5



   Other assets                                                                                                                      3.2                 (0.8)



   Accounts payable                                                                                                                 22.8                (15.0)



   Accrued expenses and other current liabilities                                                                                 (11.3)                  3.8



   Deferred revenues                                                                                                               (2.6)              (106.2)



   Operating leases, net                                                                                                           (5.4)                (9.6)



   Other liabilities                                                                                                                 9.3                   8.8



 Net cash provided by operating activities                                                                                         628.5                 646.6



 
            Cash Flows From Investing Activities



 Capital expenditures                                                                                                            (263.2)              (289.1)



 Payments for acquisitions, net of cash acquired                                                                                       -               (32.0)



 Proceeds from divestitures, net of cash divested                                                                                      -                 84.4



 Net cash used for investing activities                                                                                          (263.2)              (236.7)



 
            Cash Flows From Financing Activities



 Principal payments on debt                                                                                                      (600.0)              (198.1)



 Proceeds from issuance of debt                                                                                                    500.0



 Payment of debt issuance and extinguishment costs                                                                                 (9.4)               (20.1)



 Repurchases of ordinary shares                                                                                                  (224.5)              (200.0)



 Cash dividends on preferred shares                                                                                                    -               (37.7)



 Payments related to tax withholding for share-based compensation                                                                 (10.4)               (15.6)



 Other financing activities                                                                                                          1.2                   1.4



 Net cash used for financing activities                                                                                          (343.1)              (470.1)



 Effects of exchange rates                                                                                                          11.8                (15.3)



 Net change in cash and cash equivalents, including restricted cash                                                                 34.0                (75.5)



 Cash and cash equivalents, including restricted cash, beginning of period                                                         295.2                 370.7



 Cash and cash equivalents, including restricted cash, end of period                                                              $329.2                $295.2



 
            Supplemental Cash Flow Information:



 Cash paid for interest                                                                                                           $256.3                $265.3



 Cash paid for income tax                                                                                                          $42.1                 $52.9

Supplemental Revenues Information

Annualized contract value ("ACV"), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. Our organic ACV grew 1.8% in 2025, compared to 2024, primarily driven by improved product pricing. Our total ACV for 2025, compared to 2024, declined 1.0% primarily due to the wind-down of certain product groups beginning in the first quarter of 2025.

The following tables present our revenues by type and by segment for the periods indicated, as well as the components driving the changes between periods.

                                      Three Months Ended                    Change                       
     
            % of Change

                                      December 31,


                                 2025      2024         
 
        $                 %  Acquisitions         Disposals                       FX   Organic



 Subscription                 $405.8    $407.0               $(1.2)           (0.3) %           - %          (2.4) %                    1.1 %     1.0 %



 Re-occurring                  114.1     112.0                  2.1              1.9 %           - %            0.1 %                    3.0 %   (1.2) %



 Recurring revenues            519.9     519.0                  0.9              0.2 %           - %          (1.8) %                    1.5 %     0.5 %



 Transactional                  97.1     144.0               (46.9)          (32.6) %           - %         (21.3) %                    0.6 %  (11.9) %



 Revenues                     $617.0    $663.0              $(46.0)           (6.9) %           - %          (7.0) %                    1.3 %   (1.2) %




                                      Year Ended                     Change                           
    
       % of Change

                                      December 31,


                                 2025      2024         
 
        $                 %  Acquisitions         Disposals                       FX   Organic



 Subscription               $1,605.5  $1,626.8              $(21.3)           (1.3) %         0.1 %           (2.7) %                    0.5 %     0.8 %



 Re-occurring                  434.2     429.8                  4.4              1.0 %           - %              - %                   1.4 %   (0.4) %



 Recurring revenues          2,039.7   2,056.6               (16.9)           (0.8) %         0.1 %           (2.2) %                    0.7 %     0.6 %



 Transactional                 415.5     500.1               (84.6)          (16.9) %         0.1 %          (12.6) %                    0.4 %   (4.8) %



 Revenues                   $2,455.2  $2,556.7             $(101.5)           (4.0) %         0.1 %           (4.7) %                    0.7 %   (0.1) %




                                      Three Months Ended                    Change                      
     
            % of Change

                                      December 31,


                                 2025      2024         
 
        $                 %  Acquisitions         Disposals                       FX   Organic



 Academia & Government        $312.3    $342.9              $(30.6)           (8.9) %           - %         (10.9) %                    0.9 %     1.1 %



 Intellectual Property         206.4     209.1                (2.7)           (1.3) %           - %              - %                   2.5 %   (3.8) %



 Life Sciences & Healthcare     98.3     111.0               (12.7)          (11.4) %           - %          (9.9) %                    0.4 %   (1.9) %



 Revenues                     $617.0    $663.0              $(46.0)           (6.9) %           - %          (7.0) %                    1.3 %   (1.2) %




                                      Year Ended                     Change                           
    
       % of Change

                                      December 31,


                                 2025      2024         
 
        $                 %  Acquisitions         Disposals                       FX   Organic



 Academia & Government      $1,266.0  $1,326.4              $(60.4)           (4.6) %           - %          (6.7) %                    0.5 %     1.6 %



 Intellectual Property         799.4     811.4               (12.0)           (1.5) %         0.1 %           (1.0) %                    1.3 %   (1.9) %



 Life Sciences & Healthcare    389.8     418.9               (29.1)           (6.9) %         0.2 %           (6.0) %                    0.3 %   (1.4) %



 Revenues                   $2,455.2  $2,556.7             $(101.5)           (4.0) %         0.1 %           (4.7) %                    0.7 %   (0.1) %

Reconciliations to Certain Non-GAAP Measures

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the fourth quarter and full year ended December 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:

                                                                     Three Months Ended December 31,                  Year Ended December 31,



 
            (In millions, except percentages); (unaudited)   2025             2024                    2025        2024



 Net income (loss)                                             $3.1         $(191.8)               $(201.1)   $(636.7)



 Provision (benefit) for income taxes                        (27.7)            59.6                     7.2        82.9



 Depreciation and amortization                                189.1            186.0                   757.2       727.0



 Interest expense, net                                         66.0             69.9                   265.4       283.4



 Share-based compensation expense                              17.4             10.9                    63.0        60.6



 Goodwill and intangible asset impairments                     15.0            224.1                    15.0       540.7



 Restructuring and other impairments                            4.8              5.4                    50.7        19.6



 Fair value adjustment of warrants                                                                              (5.2)



 Transaction related costs                                      4.0              4.3                    22.5        17.9



 Other(1)                                                    (17.1)          (83.1)                   21.9      (29.8)



 Adjusted EBITDA                                             $254.6           $285.3                $1,001.8    $1,060.4





 Net income (loss) margin                                     0.5 %        (28.9) %                (8.2) %   (24.9) %



 Adjusted EBITDA margin                                      41.3 %          43.0 %                 40.8 %     41.5 %


 
 (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 includes a gain of $69.5 and a net gain of $54.7, respectively, from the divestitures completed in 2024.

Adjusted net income and Adjusted diluted EPS

Adjusted net income represents Net income (loss), adjusted to exclude amortization related to acquired intangible assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments.

Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive.

The following tables present our calculation of Adjusted net income and Adjusted diluted EPS for the fourth quarter and full year ended December 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and diluted EPS for the same periods:

                                                                           
 
    Three Months Ended December 31,


                                                                                 2025                                       2024



 
            (In millions, except per share amounts); (unaudited) Amount     Per Share                          Amount    Per Share



 Net income (loss) and Diluted EPS                                   $3.1          $0.00                         $(191.8)      $(0.27)



 Amortization related to acquired intangible assets                 135.5           0.20                            137.2          0.20



 Share-based compensation expense                                    17.4           0.03                             10.9          0.02



 Goodwill and intangible asset impairments                           15.0           0.02                            224.1          0.32



 Restructuring and other impairments                                  4.8           0.01                              5.4          0.01



 Transaction related costs                                            4.0           0.01                              4.3          0.01



 Other(1)                                                          (15.7)        (0.02)                          (83.1)       (0.13)



 Income tax impact of related adjustments                          (34.4)        (0.05)                            38.5          0.05



 Adjusted net income and Adjusted diluted EPS                      $129.7          $0.20                           $145.5         $0.21



 Adjusted weighted average ordinary shares, diluted                            662.3                                      707.7


 
 (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The fourth quarter 2024 includes a gain of $69.5 from the ScholarOne divestiture.

                                                                             
 
        Year Ended December 31,


                                                                                   2025                                     2024



 
            (In millions, except per share amounts); (unaudited)   Amount     Per Share                        Amount    Per Share



 Net income (loss) and Diluted EPS                                 $(201.1)       $(0.30)                      $(636.7)      $(0.92)



 Amortization related to acquired intangible assets                   545.5           0.81                          554.1          0.80



 Share-based compensation expense                                      63.0           0.09                           60.6          0.09



 Goodwill and intangible asset impairments                             15.0           0.02                          540.7          0.78



 Restructuring and other impairments                                   50.7           0.08                           19.6          0.03



 Fair value adjustment of warrants                                                                                (5.2)       (0.01)



 Transaction related costs                                             22.5           0.03                           17.9          0.03



 Other(1)                                                              24.8           0.04                         (29.8)       (0.08)



 Income tax impact of related adjustments                            (52.3)        (0.08)                           4.1          0.01



 Adjusted net income and Adjusted diluted EPS                        $468.1          $0.69                         $525.3         $0.73



 Adjusted weighted average ordinary shares, diluted                              679.3                                    721.5


 
 (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The 2024 amount includes a net gain of $54.7 from divestitures.

Free cash flow

Free cash flow represents Net cash provided by operating activities less Capital expenditures. The following table presents our calculation of Free cash flow for the fourth quarter and full year ended December 31, 2025 and 2024 and reconciles this non-GAAP measure to Net cash provided by operating activities for the same periods:

                                                   Three Months Ended December 31,             Year Ended December 31,



 
            (In millions); (unaudited)     2025                2024                  2025       2024



 Net cash provided by operating activities $159.9              $141.3                $628.5     $646.6



   Capital expenditures                    (70.7)             (82.2)              (263.2)   (289.1)



 Free cash flow                             $89.2               $59.1                $365.3     $357.5

Reconciliations to Certain Non-GAAP Measures - 2026 Outlook

Adjusted EBITDA and Adjusted EBITDA margin

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2026 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period:

                                                 Year Ending December 31, 2026

                                                          (Forecasted)



 
            (In millions); (unaudited)     Low                                High



 Net income (loss)                        $(189)                              $(124)



 Provision (benefit) for income taxes         43                                   48



 Depreciation and amortization               786                                  786



 Interest expense, net                       238                                  228



 Share-based compensation expense             70                                   70



 Restructuring and other impairments(1)       25                                   25



 Transaction related costs                    13                                   13



 Other                                       (6)                                 (6)



 Adjusted EBITDA                            $980                               $1,040





 Net income (loss) margin                (8.2) %                             (5.1) %



 Adjusted EBITDA margin                   42.0 %                              43.5 %


 
 (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan.

Adjusted diluted EPS

The following table presents our calculation of Adjusted diluted EPS for the 2026 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period:

                                                               Year Ending December 31, 2026

                                                     
     
            (Forecasted)



 
            (Unaudited)                                  Low                                High



 Net income (loss)                                     $(0.29)                             $(0.19)



 Amortization related to acquired intangible assets       0.84                                 0.84



 Share-based compensation expense                         0.11                                 0.11



 Restructuring and other impairments(1)                   0.04                                 0.04



 Transaction related costs                                0.02                                 0.02



 Other                                                    0.01                                 0.01



 Income tax impact of related adjustments               (0.03)                              (0.03)



 Adjusted diluted EPS                                    $0.70                                $0.80



 Adjusted weighted average ordinary shares, diluted   
          ~650 million


 
 (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan.

Free cash flow

The following table presents our calculation of Free cash flow for the 2026 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:

                                                   Year Ending December 31, 2026

                                            
  
            (Forecasted)



 
            (In millions); (unaudited)       Low                               High



 Net cash provided by operating activities    $615                                $685



 Capital expenditures                        (250)                              (250)



 Free cash flow                               $365                                $435

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