CLARIVATE PLC 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price of Ordinary Shares Our ordinary shares are traded on the NYSE under the symbol CLVT. Holders As of December 31, 2022, there were 113 holders of record of ordinary shares. A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends We did not pay any dividends to ordinary shareholders during the year ended December 31, 2022. We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indenture governing our secured notes due 2026 include restrictions that may impact our ability to pay dividends. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2022, with respect to compensation plans under which equity securities are authorized for issuance. 28 Table of Contents Equity Compensation Plan Information: (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a) ) Equity Compensation Plans Approved by Security Holders 2019 Incentive Award Plan 19,170,774 (2) $ 13.12 (3) 29,725,671 (4) Equity Compensation Plans Not Approved by Security Holders (1) Total 19,170,774 $ 13.12 29,725,671 (1) See Item 11. Executive Compensation - Compensation Committee Interlocks and Insider Participation. See Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 14 - Shareholders’ Equity for information regarding the Warrants. (2) Includes 3,713,883 of stock options, 13,391,214 restricted share units that were issued with no exercise price or other consideration, and 2,065,677 p erformance share units at grant that were issued with no exercise price or other consideration, and may not ultimately vest based on achievement of certain performance and market conditions. (3) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units or performance share units. (4) The total number of securities available to be issued under the 2019 Incentive Award Plan. Issuer Purchases of Equity Securities The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month during the year ended December 31, 2022. 29 Table of Contents Period Total Number of Shares Purchased (1) Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) Approx. Dollar value of shares that may Yet Be Purchased Under Plans or Programs January 1, 2022 - January 31, 2022 9,580 $ 18.00 — $ — February 1, 2022 - February 28, 2022 7,825 $ 16.78 — $ 1,000 March 1, 2022 - March 31, 2022 4,559,871 $ 16.10 4,106,285 $ 934 April 1, 2022 - April 30, 2022 6,718,312 $ 16.44 6,611,994 $ 825 May 1, 2022 - May 31, 2022 257,078 $ 14.36 — $ 825 June 1, 2022 - June 30, 2022 20,413 $ 13.51 — $ 825 July 1, 2022 - July 31, 2022 73,053 $ 13.90 — $ 825 August 1, 2022 - August 31, 2022 110,382 $ 13.62 — $ 825 September 1, 2022 - September 30, 2022 20,478 $ 10.83 — $ 825 October 1, 2022 - October 31, 2022 28,651 $ 9.29 — $ 825 November 1, 2022 - November 30, 2022 31,128 $ 10.50 — $ 825 December 1, 2022 - December 31, 2022 149,148 $ 9.28 — $ 825 Total 11,985,919 $ 16.09 10,718,279 (1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan. (2) In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. During the year ended December 31, 2022, the Company purchased 10.7 million shares for a total of $175.0. As of December 31, 2022, the Company had approximately $825.0 of availability remaining under this program. Performance Graph The following graph compares our total cumulative shareholder return with the Standard & Poor’s Composite Stock Index (“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc., Gartner Inc., Moody’s Corporation, MSCI Inc., S&P Global Inc. and Verisk Analytics, Inc. The graph assumes a $100 cash investment on May 14, 2019, and the reinvestment of all dividends, where applicable. This graph is not indicative of future financial performance. The following graph is not filed but is furnished pursuant to Regulation S-K Item 201(e), Instruction 7. 30 Table of Contents Recent Sales of Unregistered Equity; Use of Proceeds from Registered Offerings In March 2017, the Company adopted the management incentive plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees received a corresponding number of options to acquire additional ordinary shares subject to five year vesting. The vesting of these options was accelerated on November 30, 2020. The Company did not receive any subscriptions during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, 2021 and 2020, respectively, there were 125,760, 125,760, and 127,060 shares issued and outstanding under the management incentive plan. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. Item 6. [Reserved] 31 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions, except share and per share data, option prices, ratios or as noted)