Other Information
+Added: Trading Plans
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.
−Removed: On March 5, 2025 , Leif Pedersen , our President, Chief Commercial Officer adopted a Rule 10b5-1 trading plan.
−Removed: 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, 2025 through September 19, 2025 .
−Removed: The plan is intended to satisfy the affirmative defense requirements of Rule10b5-1(c) under the Exchange Act.
+Added: During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading plan.
+Added: Adoption of Second Amended and Restated Bylaws
+Added: On August 5, 2025, our Board of Directors approved an amendment and restatement of our Bylaws, effective August 5 2025, primarily to (i) add procedural and informational requirements for stockholders that intend to use the rule pertaining to universal proxy cards set forth in Rule 14a-19 of the Exchange Act (the “Universal Proxy Rule”) and (ii) make other administrative changes primarily to reflect recent Delaware law developments, in each case as further described below.
+Added: Advance Notice Amendments:
+Added: The advance notice amendments require stockholders to make certain representations to the Company, certify compliance with the Universal Proxy Rule, and submit nominee questionnaires to the Secretary of the Company.
+Added: Administrative Amendments:
+Added: Our Board of Directors also approved certain administrative amendments to the Bylaws to conform the provisions related to (i) notices of adjournments, including with respect to remote meetings of stockholders, and (ii) stockholder lists, in each case to updated Delaware law provisions.
+Added: In addition, these administrative amendments provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use by the Board.
+Added: Finally, the administrative amendments also included conforming references from a nonoperative stockholders agreement to the operative stockholders agreement between the Company and affiliates of Arsenal Capital Partners.
+Added: The foregoing description is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are filed hereto as Exhibit 3.3 and incorporated herein by reference.
See Exhibit Index.
9 unchanged sentences
10-K 001-39799 3.2 2/26/2025
−Removed: 3.3 Amended and Restated Bylaws of Certara, Inc.
−Removed: 8 - K 001-39799 3.2 7/19/2024
+Added: 3.3 Second Amended and Restated Bylaws of Certara, Inc.
10.1 Amendment No.
17 unchanged sentences
CERTARA, INC.
+Added: August 6, 2025
/s/ William F.
1 unchanged sentence
(Principal Executive Officer)
+Added: August 6, 2025
Gallagher III
3 unchanged sentences
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.