What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-26 · 44 added, 27 removed, 179 unchanged (28% of the section changed)

3 unchanged sentences

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report, that our disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that the information required to be disclosed in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Consistent with guidance issued by the SEC that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of Chemaxon from its evaluation of the effectiveness of the Company's disclosure controls and procedures.

The Company completed the acquisition of Chemaxon on October 1, 2024.

Chemaxon, which is included in the 2024 consolidated financial statements of the Company, constituted approximately 6% of the Company's consolidated total assets and 2% of revenues for the year then ended.

Management’s Annual Report on Internal Control over Financial Reporting

4 unchanged sentences

Based on this evaluation, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

As reported above, on October 1, 2024, the Company completed the acquisition of Chemaxon.

As a result, the Company is currently integrating Chemaxon’s operations into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates Chemaxon into the

Company's overall internal control over financial reporting process.

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Chemaxon.

RSM US LLP, the independent registered public accounting firm that audited our consolidated financial statements as of and for the year ended December 31, 2025 included in this Annual Report, has also audited the effectiveness of Certara’s internal control over financial reporting as of December 31, 2025 and has issued an attestation report on such internal control over financial reporting.

3 unchanged sentences

Other Information.

(a) On February 25, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of correction (the “Certificate of Correction”) to its Amended and Restated Certificate of Incorporation, dated May 29, 2024 (the “2024 A&R Charter”).

As previously disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2024, the Company’s stockholders voted at the Company’s 2024 Annual Meeting of Stockholders on May 21, 2024 to approve two separate proposals to amend (the “Amendment Proposals”) the Company’s Amended and Restated Certificate of Incorporation, dated December 15, 2020 (the “2020 A&R Charter”).

The Amendment Proposals were described in Proposal 2A and Proposal 2B in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 10, 2024 (the “2024 Proxy Statement”).

Accordingly, the Company filed the Certificate of Correction with the Delaware Secretary of State to void the 2024 A&R Charter and nullify the changes that were made through such filing.

As a result, upon the effectiveness of the Certificate of Correction, the 2020 A&R Charter filed with the SEC on December 15, 2020 remains unchanged and in effect.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is attached as Exhibit 3.2 to this Annual Report and incorporated herein by reference.

On February 24, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, voted to appoint Arjun Bedi as a Class III director of the Board and a member of the Audit Committee of the Board, effective immediately.

In connection with the appointment of Mr.

Bedi, the size of the Board was increased from ten (10) to eleven (11) directors.

Bedi was appointed to serve as a member of the Board until the 2026 annual meeting of stockholders and his successor is duly elected and qualified, or until his earlier death, disqualification or removal.

Bedi will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy described in “Board and Governance Practices − Director Compensation” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025.

The Company intends to enter into an indemnification agreement with Mr.

Bedi substantially similar to the indemnification agreements the Company has entered into with other members of the Board.

There are no family relationships between Mr.

Bedi and any of the directors or executive officers of the Company, and there are no transactions in which Mr.

Bedi has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Mr.

Bedi and any other person pursuant to which Mr.

Bedi was selected as a director of the Company.

(b) Director and Officer 10b5-1 Trading Arrangements

34 unchanged sentences

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 08/06/2025

4.1 Form of Stock Certificate for Common Stock

19 unchanged sentences

8-K 001-39799 10.1 6/26/2024

10.7 Sixth Amendment, dated as of October 16, 2025, to the Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., and Bank of America, N.A.

as Administrative Agent for the Lenders from time to time party thereto and collateral agent for the secured parties thereunder

8-K 001-39799 10.1 10/16/2025

10.8 Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent

18 unchanged sentences

10-K 001-39799 10.12 3/1/2023

10.15* Amended and Restated Employment Agreement dated as of November 7, 2023 between the Company and John E.

10.16* Amended and Restated Employment Agreement dated as of November 7, 2023 between Certara Inc.

10-Q 001-39799 10.1 11/08/2023

10.17^* Employment Agreement, dated January 21, 2025, between Certara, Inc.

and Adrian McKemey

10.18^* Employment Agreement, dated December 9, 2025, between Certara, Inc.

and Jon Resnick

10.19^* Separation and Consulting Agreement, dated December 10, 2025, between Certara, Inc.

and William Feehery

10.20* Form of Exchange Acknowledgement and Agreement

11 unchanged sentences

10-Q 001-39799 10.1 5/5/2022

10.21** 2022 Amended and Restated Form of PSU Grant Award Agreement**

10-Q 001-39799 10.2 5/8/2023

10.22** Form of 2023 Performance Stock Unit Grant and Award Agreement*

10.25*† Form of PSU Grant and Award Agreement (2023 grants)

10-Q 001-39799 10.3 5/8/2023

4 unchanged sentences

S-1/A 333-250182 10.21 11/25/2020

10.28^* Executive Officer Severance Policy

10.29* Certara, Inc.

4 unchanged sentences

8-K 001-39799 10.1 11/7/2022

10.31 Amendment No.

1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc.

and Arsenal Saturn Holdings LP

8-K 001-39799 10.1 4/14/2025

10.32 Stockholders Agreement, dated as of November 3, 2022, by and among Certara, Inc.

12 unchanged sentences

32.2+ Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.10 Clawback Policy Effective December 1, 2023

97.10 Certara, Inc.

Incentive Compensation Clawback Policy (effective December 1, 2023)

10-K 001-39799 10.28 2/29/2024

12 unchanged sentences

Filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

Form 10-K Summary.

2 unchanged sentences

February 26, 2026

/s/ WILLIAM F.

/s/ JON RESNICK

Chief Executive Officer

3 unchanged sentences

Gallagher III

Senior Vice President

Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F.

Feehery, John E.

(Principal Financial Officer and Principal

Accounting Officer)

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jon Resnick, John E.

Gallagher III and Daniel Corcoran and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

1 unchanged sentence

SIGNATURE TITLE DATE

/s/ WILLIAM F.

FEEHERY Chief Executive Officer and Director February 26, 2025

Feehery (Principal Executive Officer)

/s/ JON RESNICK Chief Executive Officer and Director February 26, 2026

Jon Resnick (Principal Executive Officer)

GALLAGHER III Senior Vice President and February 26, 2026

3 unchanged sentences

CASHMAN III Chairman February 26, 2026

/s/ ARJUN BEDI Director February 26, 2026

/s/ ERAN BROSHY Director February 26, 2026

14 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.

What changed 10-K

Item 9A. Controls and Procedures