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Item 5. Market for Registrant’s Common Equity

2024-02-27 compared with 2023-03-01 · 24 added, 38 removed, 28 unchanged (69% of the section changed)

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.

Market Information

Our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.”

As of December 31, 2023, there were 101 holders of record of ordinary shares.

2 unchanged sentences

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.

In addition, the terms of our credit facilities and the indentures governing our secured notes 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, 2023, with respect to compensation plans under which equity securities are authorized for issuance.

Equity Compensation Plan Information:

Plan Category (a)

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) )

Number of securities remaining available for issuance under equity compensation plans

Equity Compensation Plans Approved by Security Holders

3 unchanged sentences

Total 16,625,898 $ 13.41 26,783,017

(1) See Item 11.

Executive Compensation - Compensation Committee Interlocks and Insider Participation.

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.

(1) Includes (a) 3,084,218 stock options, (b) 10,765,638 restricted share units, and 2,776,042 performance share units at target performance levels that were granted with no exercise price or other consideration.

(2) 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.

(3) The total number of securities available to be issued under the 2019 Incentive Award Plan (excluding securities reflected in column (a)).

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.

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)

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

Average Price Paid Per Share

Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs ( 2)

October 1, 2023 - October 31, 2023

8,705 $ 6.77 — $ 400

November 1, 2023 - November 30, 2023

604,463 $ 6.63 — $ 400

December 1, 2023 - December 31, 2023

32,430 $ 8.48 — $ 400

Total 645,598 —

(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.

(1) Consists of 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 share units under the 2019 Incentive Award Plan.

(2) In February 2022, our Board of Directors approved the repurchase of up to $1,000.0 of our ordinary shares through open-market purchases, to be executed through December 31, 2023.

In May 2023, our Board of Directors approved the extension of the share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0.

To enable the buybacks under the Board’s authorization, we obtained shareholder approval on July 27, 2023 to permit us to conduct open-market purchases of up to 100.0 million of our ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share.

As of December 31, 2023, we had approximately $ 400.0 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.

Gartner, Inc.;

Moody’s Corporation;

S&P Global Inc.;

and Verisk Analytics, Inc.

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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.

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.

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)

(In millions, except option prices, ratios or as noted)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity