Certara, Inc. 10-Q

Item 5. Other Information Our directors and officers may adopt written plans, known as Rule 10b5-1 plans , in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. On August 11, 2023 , Richard Traynor , our Senior Vice President and General Counsel , adopted a Rule 10b5-1 trading plan. The plan provides for the potential sale, on the dates and prices set forth in the plan, of up to 76,070 shares of our common stock from November 14, 2023 through June 28, 2024 . The Company previously announced on March 1, 2023, on Form 8-K that it entered into an employment agreement with John E. Gallagher III, the Company’s Chief Financial Officer (the “Employment Agreement”), On November 7, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Gallagher (the “A&R Employment Agreement”), pursuant to which, in addition to the consideration previously disclosed, the Company agreed to pay Mr. Gallagher $235,750.00, representing an unpaid annual bonus from a prior employer and to reimburse Mr. Gallagher for legal fees and expenses in pursuing the unpaid bonus claim against his prior employer. Pursuant to the A&R Employment Agreement, Mr. Gallagher agreed to reimburse the Company with any funds recovered from his prior employer up to the amount paid by the Company. Item 6. Exhibits See Exhibit Index. 54 Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Title Form File No. Exhibit Filing Date 10.1 Amended And Restated Employment Agreement, dated as of November 7, 2023 between Certara, Inc and John Gallagher 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ 101.INS XBRL Instance Document –the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) ___________________________________ + This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 55 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized. CERTARA, INC. Date: November 8, 2023 By: /s/ William F. Feehery Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: November 8, 2023 By: /s/ John Gallagher Name: John Gallagher Title: Chief Financial Officer (Principal Financial Officer) 56