3 unchanged sentences
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: 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.
−Removed: Adoption of Second Amended and Restated Bylaws
−Removed: 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.
−Removed: Advance Notice Amendments:
−Removed: 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.
−Removed: Administrative Amendments:
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended September 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 Executive Officer Severance Policy
+Added: The Company has adopted an Executive Officer Severance Policy (the “Severance Policy”) with effect as of November 5, 2025 that provides executive officers with varying severance benefits and payments, depending on whether the executive’s termination occurs within a two-year period following a change in control (a “CIC protection period”) or outside of such a period.
+Added: To be eligible for severance under the Severance Policy, the executive’s employment must have been terminated by the Company without cause or terminated by the executive for good reason.
+Added: For executives other than the CEO, the severance benefits include 1-times base salary (or 1-times the sum of base salary plus target bonus if the termination occurs during a CIC protection period), 12 months’ subsidized health insurance benefits and a pro-rata annual bonus for the year of termination.
+Added: For the CEO, the severance benefits include 1-times the sum of base salary plus target bonus (or 1.5-times the sum of base salary plus target bonus if the termination occurs during a CIC protection period), 12 months’ subsidized health insurance benefits (or 18 months’ subsidized health insurance benefits if the termination occurs during a CIC protection period) and a pro-rata annual bonus for the year of termination.
+Added: All severance payments and benefits are contingent upon the executive’s timely execution and non-revocation of a customary release of claims in favor of the Company and its affiliates, and any severance amounts payable to a covered executive under a separate employment agreement, plan or arrangement will be offset against the severance benefits payable under the Severance Policy.
See Exhibit Index.
10 unchanged sentences
3.3 Second Amended and Restated Bylaws of Certara, Inc.
−Removed: 10.1 Amendment No.
−Removed: 1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc.
−Removed: and Arsenal Saturn Holdings LP.
−Removed: 8 - K 001-39799 10.1 4/14/2025
+Added: 10-Q 001-39799 3.3 8/6/2025
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13 unchanged sentences
CERTARA, INC.
−Removed: August 6, 2025
+Added: November 6, 2025
/s/ William F.
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 6, 2025
+Added: November 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.