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. These Rule 10b5-1 plans are intended to satisfy the affirmative defense of Rule10b5-1(c) under the Exchange Act. On May 9, 2024 , Patrick Smith , our P resident, Certara Drug Develop Solutions , 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 33,777 shares of our common stock from June 28, 2024 through December 13, 2024 . 55 Table of Contents In addition, on May 9, 2024 , Leif Pedersen , our President, Chief Commercial Officer , 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 51,224 shares of our common stock from September 9, 2024 through September 30, 2024 . Item 6. Exhibits See Exhibit Index. 56 Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Title Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Certara, Inc. 8 - K 001-39799 3.1 7/19/2024 3.2 Amended and Restated Bylaws of Certara, Inc. 8 - K 001-39799 3.2 7/19/2024 10.1* ** Form of 2024 PSU Grant Agreement 10 - Q 001-39799 10.1 5/7/2024 10.2 Fifth Amendment (the “Amendment”), dated as of June 26, 2024, among Certara Holdings, Inc. (“Certara Holdings”), Certara Holdco, Inc. (the “Parent Borrower”), Certara USA, Inc. (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers”), Certara Intermediate, Inc. (“Holdings”), and certain other wholly-owned subsidiaries of the Borrowers, Bank of America, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated as of August 15, 2017, among Certara Holdings (f/k/a EQT Avatar Holdings, Inc.), Holdings, the Borrowers, certain wholly-owned subsidiaries of the Borrowers, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and Bank of America, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder. 8 - K 001-39799 10.1 6/26/2024 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) 57 Table of Contents ___________________________________ * Management contract or compensatory plan or arrangement. ** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. + This certification is deemed not filed for purpose 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 filings under the Securities Act or the Exchange Act. 58 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: August 6, 2024 By: /s/ William F. Feehery Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: August 6, 2024 By: /s/ John E. Gallagher III Name: John E. Gallagher III Title: Chief Financial Officer (Principal Financial Officer) 59