Certara, Inc. 10-Q

Item 5. Other Information 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. 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. Adoption of Executive Officer Severance Policy 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. 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. 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. 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. 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. Item 6. Exhibits See Exhibit Index. 56 EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Title Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder 8 - K 001-39799 2.1 8/05/2021 3.1 Amended and Restated Certificate of Incorporation of Certara, Inc. S-8 333-251368 4.1 12/15/2020 3.2 Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc. 10-K 001-39799 3.2 2/26/2025 3.3 Second Amended and Restated Bylaws of Certara, Inc. 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 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 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. 57 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CERTARA, INC. Date: November 6, 2025 By: /s/ William F. Feehery Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: November 6, 2025 By: /s/ John E. Gallagher III Name: John E. Gallagher III Title: Chief Financial Officer (Principal Financial Officer) 58