What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-06 · 152 added, 207 removed, 521 unchanged (41% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) SEPTEMBER 30, 2025 DECEMBER 31,

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) MARCH 31, 2026 DECEMBER 31,

Current assets:

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Stockholders' equity

Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common shares, $ 0.01 par value, 600,000,000 shares authorized, 163,873,911 and 161,958,810 shares issued, 159,396,847 and 161,009,112 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common shares, $ 0.01 par value, 600,000,000 shares authorized, 164,005,450 shares issued as of both March 31, 2026 and December 31, 2025;

153,325,078 and 159,139,562 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,262,973 1,255,653

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 1,869 ) 2,040

Treasury stock at cost, 4,477,064 and 949,698 shares at September 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 10,680,372 and 4,865,888 shares at March 31, 2026 and December 31, 2025, respectively

( 107,062 ) ( 66,663 )

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AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

THREE MONTHS ENDED MARCH 31,

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2026 2025

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COMPREHENSIVE

INCOME TREASURY STOCK TOTAL

INCOME (LOSS) TREASURY STOCK TOTAL

STOCKHOLDERS'

SHARES AMOUNT SHARES AMOUNT

Balance as of June 30, 2025 163,856,290 1,639 1,237,891 ( 125,506 ) 4,949 ( 3,241,400 ) $ ( 48,394 ) $ 1,070,579

Equity-based compensation expense, net of forfeiture — — 9,574 — — — — 9,574

Common stock withheld for tax liabilities — — — — — ( 5,266 ) ( 59 ) ( 59 )

Common shares issued for employee share-based compensation 17,621 1 ( 1 ) — — — — —

Common shares repurchased — — — — — ( 1,230,398 ) ( 13,810 ) ( 13,810 )

Change in fair value from interest rate swap, net of tax — — — — ( 584 ) — — ( 584 )

Net income — — — 1,525 — — — 1,525

Foreign currency translation adjustment, net of tax — — — — ( 2,418 ) — — ( 2,418 )

Balance as of September 30, 2025 163,873,911 $ 1,640 $ 1,247,464 $ ( 123,981 ) $ 1,947 ( 4,477,064 ) $ ( 62,263 ) $ 1,064,807

Balance as of December 31, 2025 164,005,450 1,641 1,255,653 ( 129,876 ) 2,040 ( 4,865,888 ) $ ( 66,663 ) $ 1,062,795

Equity-based compensation expense, net of forfeiture — — 7,320 — — — — 7,320

Common stock withheld for tax liabilities — — — — — ( 503,689 ) ( 5,019 ) ( 5,019 )

Common shares issued for employee share-based compensation 1,459,757 15 ( 15 ) — — — — —

Common shares issued for contingent consideration 455,344 5 5,665 — — — — 5,670

Common shares repurchased — — — — — ( 5,814,484 ) ( 40,399 ) ( 40,399 )

Change in fair value from interest rate swap, net of tax — — — — 1,242 — — 1,242

Net income — — — 4,300 — — — 4,300

Foreign currency translation adjustment, net of tax — — — — 18,957 — — 18,957

Balance as of September 30, 2025 163,873,911 $ 1,640 $ 1,247,464 $ ( 123,981 ) $ 1,947 ( 4,477,064 ) $ ( 62,263 ) $ 1,064,807

The accompanying notes are an integral part of the condensed consolidated financial statements.

CERTARA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS,

EXCEPT SHARE DATA) COMMON STOCK ADDITIONAL

CAPITAL ACCUMULATED

DEFICIT ACCUMULATED

COMPREHENSIVE

LOSS TREASURY STOCK TOTAL

STOCKHOLDERS'

SHARES AMOUNT SHARES AMOUNT

Balance as of June 30, 2024 161,764,197 $ 1,618 $ 1,201,009 $ ( 133,487 ) $ ( 8,328 ) ( 882,883 ) $ ( 17,411 ) $ 1,043,401

Equity-based compensation expense, net of forfeiture — — 8,187 — — — 8,187

Common stock withheld for tax liabilities — — — — — ( 8,895 ) ( 127 ) ( 127 )

Common shares issued for employee share-based compensation 27,792 — — — — — — —

Change in fair value from interest rate swap, net of tax — — — — ( 2,385 ) — — ( 2,385 )

Net loss — — — ( 8,763 ) — — — ( 8,763 )

Foreign currency translation adjustment, net of tax — — — — ( 5,151 ) — — ( 5,151 )

Balance as of September 30, 2024 161,791,989 $ 1,618 $ 1,209,196 $ ( 134,858 ) $ ( 5,013 ) ( 891,778 ) $ ( 17,538 ) $ 1,053,405

Balance as of March 31, 2026 164,005,450 $ 1,641 $ 1,262,973 $ ( 138,639 ) $ ( 1,869 ) ( 10,680,372 ) $ ( 107,062 ) $ 1,017,044

Balance as of December 31, 2024 161,958,810 1,620 1,216,925 ( 128,281 ) ( 13,424 ) ( 949,698 ) $ ( 18,184 ) $ 1,058,656

Equity-based compensation awards — — 27,043 — — — — 27,043

Equity-based compensation expense, net of forfeiture — — 7,070 — — — — 7,070

Common stock withheld for tax liabilities — — — — — ( 1,493 ) ( 16 ) ( 16 )

Common shares issued for employee share-based compensation 12,744 — — — — — — —

Restricted stock forfeiture ( 5,123 ) — — — — — — —

Common shares issued for contingent consideration 455,344 5 5,665 — — — — 5,670

Change in fair value from interest rate swap, net of tax — — — — ( 586 ) — — ( 586 )

Net loss — — — ( 18,628 ) — — — ( 18,628 )

Net income — — — 4,743 — — — 4,743

Foreign currency translation adjustment, net of tax — — — — 8,742 — — 8,742

Balance as of September 30, 2024 161,791,989 $ 1,618 $ 1,209,196 $ ( 134,858 ) $ ( 5,013 ) ( 891,778 ) $ ( 17,538 ) $ 1,053,405

Balance as of March 31, 2025 162,426,898 $ 1,625 $ 1,229,660 $ ( 123,538 ) $ ( 5,268 ) ( 951,191 ) $ ( 18,200 ) $ 1,084,279

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30,

THREE MONTHS ENDED MARCH 31,

(IN THOUSANDS) 2026 2025

6 unchanged sentences

Equity-based compensation expense 7,320 7,070

Change in fair value of contingent considerations ( 3,212 ) 8,092

Change in contingent considerations 7,230 ( 179 )

Deferred income taxes ( 5,901 ) 10,502

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Cash flows from financing activities:

Proceeds from borrowings on term loan debt — 6,305

Payment of debt issuance costs — ( 1,216 )

Payments on long-term debt ( 741 ) ( 750 )

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(b) Unaudited Interim Financial Statements

The accompanying condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30,

2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, and the related interim disclosures are unaudited.

The accompanying condensed consolidated balance sheet as of March 31, 2026, the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026 and

2025, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, and the related interim disclosures are unaudited.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S.

Certain amounts reported in prior periods have been reclassified to conform with the current presentation.

Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.

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The information as of December 31, 2025 in the Company’s condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements included in the Company’s 2025 Annual Report.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The ASU requires disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions.

The ASU will be effective for public business entities for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the disclosures within our consolidated financial statements.

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The ASU provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company adopted ASU 2025-05 prospectively for the period ended March 31, 2026.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.

This ASU seeks to improve of the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities.

This ASU seeks to improve the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

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The Company is currently evaluating the impact of the ASU on the disclosures within its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The ASU also provides non public entities with an accounting policy election.

The ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

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The ASU removes all references to prescriptive and sequential software development stages and clarifies that the threshold for when an entity is required to start capitalizing software costs is when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual

reporting periods.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance in ASC 815.

The ASU enables entities to apply hedge accounting to a greater number of highly effective economic hedges in the following five areas:

similar risk assessment for cash flow hedges, hedging forecasted interest payments on choose-your-rate debt instruments, cash flow hedges of nonfinancial forecasted transactions, net written options as hedging

instruments, and foreign-currency-denominated debt instrument as hedging instrument and hedged item(dual hedge).

The amendments in this ASU are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities, which provides recognition, measurement, and presentation guidance for government grants received by business entities.

The ASU applies to all business entities except for not-for-profit entities and employee benefit plans that receive a government grant.

This ASU is effective for public business entities for annual periods beginning after December 15, 2028, and interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvement.

This ASU clarifies that the guidance in Topic 270 applies to all entities that provide interim financial statements and notes in accordance with GAAP.

It also establishes a comprehensive list in Topic 270 of interim disclosures that are required in interim financial statements and notes in accordance with GAAP, incorporates a disclosure principle, and improves guidance about information included in and the format of interim financial statements.

This ASU does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.

The ASU is effective for public business entities for interim periods within annual periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the ASU on the consolidated financial statements.

(d) Principles of Consolidation

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expected eligible revenue for the acquired businesses over the relevant measurement periods, the risk-profile of the expected eligible revenue for the acquired businesses, the uncertainty regarding the expected eligible revenue for the acquired businesses, the risk-free rate of return, the expected timing at which settlement of the contingent liabilities may occur, and the credit-adjusted discount rate associated with the risk of the Company’s future liability payments.

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at September 30, 2025:

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, 2026:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

1 unchanged sentence

Money market funds $ 43,147 $ — $ — $ 43,147

Interest rate swap assets — 26 — 26

Total assets $ 43,147 $ 26 $ — $ 43,173

6 unchanged sentences

Money market funds $ 82,496 $ — $ — $ 82,496

Interest rate swap assets — 2,213 — 2,213

Total assets $ 82,496 $ — $ — $ 82,496

Contingent liabilities $ — $ — $ 21,515 $ 21,515

Interest rate swap liabilities 2,322 — 2,322

Total liabilities $ — $ 2,322 $ 21,515 $ 23,837

For the nine month period ended September 30, 2025, there were no transfers between the levels within the fair value hierarchy.

The Company’s Level 3 assets are interest swap assets and level 3 liabilities are acquisition related contingent consideration liabilities.

For the three month period ended March 31, 2026, there were no transfers between the levels within the fair value hierarchy.

The Company’s Level 2 assets and liabilities are interest swap assets and liabilities and level 3 liabilities are acquisition related contingent consideration liabilities.

The following table summarizes the Level 3 activity of the changes in the contingent consideration liability.

SEPTEMBER 30, 2025

MARCH 31, 2026

(In thousands)

Beginning balance at December 31, 2025

Payments ( 18,900 )

Fair value remeasurement ( 3,139 )

Ending balance at September 30, 2025

Transfers out of level 3 (to non–fair value liability) ( 21,515 )

Ending balance at March 31, 2026

For more information regarding fair value measurements and the fair value hierarchy, see Note 2.

2 unchanged sentences

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased.

The cash and cash equivalents was $ 172,711 and $ 179,183 at September 30, 2025 and December 31, 2024, respectively.

The cash and cash equivalents was $ 149,484 and $ 189,392 at March 31, 2026 and December 31, 2025, respectively.

(g) Accounts Receivable

4 unchanged sentences

The carrying amount of accounts receivable is reduced by a valuation allowance.

The Company estimates the expected credit losses for accounts receivable using historical loss data adjusted for current economic conditions, including reasonable and supportable forecasts to estimate the relative size of credit losses to be expected.

The Company estimates the expected credit losses for accounts receivable using historical loss data adjusted for current economic conditions to estimate the relative size of credit losses to be expected.

The Company has elected the practical expedient under ASU 2025-05 to assume that current conditions remain unchanged over the life of the receivables and, accordingly, does not incorporate forecasts of future economic conditions beyond those reflected in current conditions.

The Company generally writes off a receivable or records a specific allowance for credit losses if it determines that the receivable is not collectible.

Allowances for credit losses of $ 1,937 and $ 2,164 were provided in the accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, respectively.

Allowances for credit losses of $ 2,300 and $ 2,235 were provided in the accompanying condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, respectively.

Accounts receivable consists of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

MARCH 31, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

The following table presents the information regarding the allowance for credit losses:

SEPTEMBER 30, 2025 DECEMBER 31,

MARCH 31, 2026 DECEMBER 31,

(In thousands)

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The Company is exposed to credit loss in the event of nonperformance by these counterparties.

The Company does not use derivative instruments for trading or speculative purposes.

The Company does not use

derivative instruments for trading or speculative purposes.

The objective of managing exposure to market risk is to limit its impact on cash flows.

5 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company entered into an interest rate swap agreement in May 2022 that pays a fixed interest rate and receives a variable interest rate to modify the interest rate characteristics of term loan debt from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes.

The swap agreement had a notional amount of $ 230,000 , a fixed rate of 2.8 % and a termination date of August 31, 2025.

During the quarter ended September 30, 2023, the Company and the counter party amended the floating rate of the swap agreement from term LIBOR to term SOFR due to LIBOR cessation.

As the swap approached maturity, the Company entered into two additional interest rate swap agreements in the second quarter of 2025, each with a notional amount of $ 115,000 , to continue hedging the interest rate risk associated with the term loan debt.

The Company entered into an interest rate swap agreement in May 2022 that pays fixed, receives variable to modify the interest rate characteristics of term loan debt from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes.

The swap agreement has a notional amount of $ 230,000 , a fixed rate of 2.8 % and a termination date of August 31, 2025 (“Matured Swap”).

As the swap approached maturity, the Company entered into two additional interest rate swap agreements (“New Swaps”) in the second quarter of 2025, each with a notional amount of $ 115,000 , to continue hedging the interest rate risk associated with the term loan debt.

These new swaps also pay fixed interest rates and receive variable rates.

The fixed interest rates are 3.62 % and 3.64 %.

respectively.

The fixed interest rates on the two swaps are 3.62 % and 3.64 %, respectively.

Both contracts became effective on August 31, 2025, and will mature on August 31, 2029.

The Company designates these swaps as cash flow hedges at hedge inception.

At September 30, 2025 and December 31, 2024, the interest swap had a fair value of $ 0 and $ 2,213 for the swap matured in August 2025, respectively.

The interest swap had total fair value of $( 2,594 ) for new swaps at September 30, 2025.

The gross fair value recognized in accumulated other comprehensive income (loss) was $( 2,594 ) and $ 2,213 at September 30, 2025 and December 31, 2024, respectively.

The Company uses derivatives to manage certain interest exposures and designated all the derivatives as cash flow hedges.

At March 31, 2026 and December 31, 2025, the Matured Swap had a fair value of $ 0 .

The New Swaps had total fair value of $( 672 ) and $( 2,322 ) at March 31, 2026 and December 31, 2025, respectively.

The gross fair value recognized in accumulated other comprehensive income (loss) was $( 672 ) and $( 2,322 ) at March 31, 2026 and December 31, 2025, respectively.

The Company uses derivatives to manage certain interest exposures and designates all the derivatives as cash flow hedges.

The Company records derivatives at fair value on its condensed consolidated balance sheets.

1 unchanged sentence

Those amounts are reclassified into interest expenses in the same period during which the hedged transactions impact earnings.

The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s

condensed consolidated statements of operations and comprehensive income (loss) was $ 761 , $ 1,529 , $ 2,645 , and $ 4,580 for the three and nine months ended September 30, 2025 and 2024, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were as follows:

Interest rate swap derivative designated as cash flow hedging instrument:

SEPTEMBER 30, 2025 DECEMBER 31,

The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was $ 33 and $ 942 for the three months ended March 31, 2026 and 2025, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were as follows:

Interest rate swap derivatives designated as cash flow hedging instruments:

MARCH 31, 2026 DECEMBER 31,

(In thousands)

3 unchanged sentences

Other long-term liabilities $ 697 $ 1,789

The net amount of deferred loss related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gain (loss) into earnings over the next twelve month s is $ 76 .

The net amount of deferred gain related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gain (loss) into earnings over the next twelve month s is $ 26 .

(i) Revenue Recognition

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Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts (i.e., unbilled revenue, a component of accounts receivable in the condensed consolidated balance sheets).

Contract assets are billed and transferred to customer accounts

receivable when the rights become unconditional.

Contract assets are billed and transferred to customer accounts receivable when the rights become unconditional.

The Company typically invoices customers for term licenses, subscriptions, maintenance and support fees in advance with payment due before the start of the subscription term, ranging from one to three years .

2 unchanged sentences

The portion of deferred revenue that will be recognized within 12 months is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue in the condensed consolidated balance sheets.

Contract balances at September 30, 2025, December 31, 2024 and 2023 were as follows:

SEPTEMBER 30, 2025 DECEMBER 31,

Contract balances at March 31, 2026, December 31, 2025 and 2024 were as follows:

MARCH 31, 2026 DECEMBER 31,

2025 DECEMBER 31,

2 unchanged sentences

Contract liabilities $ 79,580 $ 77,762 $ 78,878

During the nine months ended September 30, 2025, the Company recognized revenue of $ 69,368 related to contract liabilities at December 31, 2024.

The unsatisfied performance obligations as of September 30, 2025 were $ 147,586 .

We expect to recognize approximately $ 118,576 or 80.3 % of this revenue over the next 12 months and the remainder thereafter.

During the three months ended March 31, 2026, the Company recognized revenue of $ 34,551 related to contract liabilities at December 31, 2025.

The unsatisfied performance obligations as of March 31, 2026 were $ 152,452 .

We expect to recognize $ 125,863 , or 82.6 % of this revenue over the next 12 months and the remainder thereafter.

Deferred Contract Acquisition Costs

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Amortization of capitalized costs is included in sales and marketing expenses in our condensed consolidated statements of operations and comprehensive income (loss).

Capitalized contract acquisition costs were $ 1,064 and $ 873 as of September 30, 2025 and December 31, 2024, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Capitalized contract acquisition costs were $ 1,706 and $ 1,351 as of March 31, 2026 and December 31, 2025, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Grant Revenue

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The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows:

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

THREE MONTHS ENDED MARCH 31,

(In thousands)

3 unchanged sentences

Total $ 106,915 $ 106,004

(j) Earnings per Share

As of March 31, 2026, the Company had three reporting units – Certara Data Science Software (“CDS”), the Certara Predictive Technologies reporting unit (“CPT”), and the Certara Drug Development Services reporting unit (“CDDS”), which are within a single operating segment of the Company.

Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment.

When testing goodwill for impairment, the Company performs a qualitative assessment to determine whether events or circumstances lead to a determination that it is more-likely-than-not that the fair values of the reporting units are less than their carrying amounts.

If the Company determines that it is not more-likely-than-not that the fair values of the reporting units are less than their carrying values, no further assessment is performed.

If the Company determines that it is more-likely-than-not that the fair values of the reporting units are less than carrying value, the Company proceeds to perform a quantitative goodwill impairment test.

If the result of the quantitative test shows that the carrying amount of reporting units exceeds its fair values, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

As of March 31, 2026, the Company has performed a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting units is less than their carrying amounts.

Based on the results of the qualitative assessment, the company concluded that it is more likely than not that the fair value of each reporting unit is greater than its respective carrying value.

Accordingly, no further quantitative goodwill impairment testing was necessary.

(k) Earnings per Share

Basic earnings per common share is computed by dividing the net earnings by the weighted-average number of shares outstanding during the reporting period, without consideration for potentially dilutive securities.

4 unchanged sentences

The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments.

At September 30, 2025 and December 31, 2024, the investments were bank deposits, overnight sweep accounts, and money market funds.

At March 31, 2026 and December 31, 2025, the investments were bank deposits, overnight sweep accounts, and money market funds.

The Company has adopted credit policies and standards to evaluate the risk associated with sales that require collateral, such as letters of credit or bank guarantees, whenever deemed necessary.

Management believes that any risk of loss is significantly reduced due to the nature of the customers and distributors with which the Company does business.

As of September 30, 2025 and December 31, 2024, no single customer accounted for more than 10% of the Company’s accounts receivable.

No single customer accounted for more than 10% of the Company’s revenues during the nine months ended September 30, 2025 and 2024.

Business Combinations

Acquisitions have been accounted for by using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Amounts allocated to the purchased assets and liabilities assumed are based upon the total purchase price and the estimated fair values of such assets and liabilities on the effective date of the purchase as determined by an independent third party.

The results of operations for the acquisitions have been included in the Company’s results of operations prospectively from the date of acquisition.

Since 2013, and as of September 30, 2025, the Company has completed 21 acquisitions, of which 14 have included software or technology.

Details of acquisitions that have closed since the beginning of fiscal year 2024 are provided below.

Chemaxon, Kft.

On October 1, 2024, the Company acquired 100 % of the equity of Chemaxon, a leading cheminformatics company that provides platforms, applications, and solutions to handle chemical entities in life sciences, biotechnology, agrochemicals, new materials, education, and other research industries, for total estimated consideration of $ 96,401 .

The acquisition strategically positions Certara in the drug discovery biosimulation market at scale.

It complements Certara’s existing biosimulation portfolio which is widely used in later phases of drug development.

The business combination was not material to the Company’s consolidated financial statements.

During the first half of 2025, the Company recorded a $ 2,947 adjustment to goodwill and deferred tax balances related to the Chemaxon acquisition, reflecting updates to the purchase price allocation.

Based on the Company’s purchase price allocation, approximately $ 36,000 , $ 11,000 , $ 2,900 , $ 330 and $ 49,430 of the purchase price were assigned to developed technology, customer relationship, trademark, non-compete agreements, and goodwill, respectively.

The Company does not expect goodwill to be deductible due to the fact the Company treated the acquisition as a stock acquisition under the relevant sections of the Internal Revenue Code.

The results of operations of the acquired businesses and the fair value of the acquired assets and liabilities assumed are included in the Company’s condensed consolidated financial statements with effect from the date of the acquisitions.

As of March 31, 2026 and December 31, 2025, no single customer accounted for more than 10% of the Company’s accounts receivable.

No single customer accounted for more than 10% of the Company’s revenues during the three months ended March 31, 2026 and 2025.

Prepaid Expenses and Other Current Assets and Other Long-Term Assets

Prepaid expense and other current assets at September 30, 2025 and December 31, 2024 consisted of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

Prepaid expense and other current assets at March 31, 2026 and December 31, 2025 consisted of the following:

MARCH 31, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

Prepaid expenses and other current assets $ 25,004 $ 22,202

Other long-term assets at September 30, 2025 and December 31, 2024 consisted of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

Other long-term assets at March 31, 2026 and December 31, 2025 consisted of the following:

MARCH 31, 2026 DECEMBER 31,

(In thousands)

4 unchanged sentences

The Company has been a party to a Credit Agreement since August 2017 that provides for a senior secured term loan and commitments under a revolving credit facility (as amended, the “Credit Agreement”).

On June 26, 2024, the Company entered into the Fifth Amendment to its Credit Agreement (the "Amendment"), which primarily (1) amended the principal amount of the term loan to $ 300,000 and its maturity date to June 26, 2031;

and (2) extended the termination date associated with the $ 100,000 revolving credit commitment to June 26, 2029.

The term loan under this Amendment has substantially the same terms as the existing term loans and revolving credit commitments.

On June 26, 2024, the Company entered into the Fifth Amendment to its Credit Agreement (the “Fifth Amendment”), which primarily (1) amended the principal amount of the term loan to $ 300,000 and its maturity date to June 26, 2031;

and (2) extended the termination date associated with the $ 100,000 revolving credit commitment (the “Revolving Facility”) to June 26, 2029.

On October 16, 2025, the Company entered into the Sixth Amendment to the Credit Agreement (the “Sixth Amendment”), which primarily refinanced the existing principal amount of the term loan with $ 296,250 principal amount of replacement term loans with the same maturity date of June 26, 2031 and reduced the applicable rate with respect to the term loans under the Credit Agreement.

The Credit Agreement is collateralized by substantially all U.S.

1 unchanged sentence

subsidiaries and contains various financial and nonfinancial covenants.

As multiple lenders syndicated funds under the credit agreements, the Company assessed whether existing debt was modified, extinguished, or if new debt was issued under GAAP guidelines.

This evaluation was conducted separately for each lender's portion of the loans and commitments in the syndication, treating each lender's participation as if separate debt instruments existed.

The Company either deferred and amortize debt issuance costs or recognized expenses or losses, according to the applicable accounting guidance for each category.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00 % plus an applicable margin rate of 3.00 % for the Term Loans and between 2.75 % and 3.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio, or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable margin rate of 2.00 % for the Term Loans or between 1.75 % and 2.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Company, either (i) the Term Secured Overnight Financing Rate (“SOFR”) rate, with a floor of 0.00 % plus an applicable margin rate of 2.75 % for the replacement term loans and between 2.75 % and 3.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio, or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable margin rate of 1.75 % for the replacement term loans or between 1.75 % and 2.50 % for loans under the Revolving Facility, depending on the applicable first lien leverage ratio.

The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50 %, and (c) the Term SOFR rate plus 1.00 %.

Additionally, the Company is obligated to pay a commitment fee of the unused amount and other customary fees.

Moreover, in October 2025, the Company entered into a Sixth Amendment to its Credit Agreement, which, among other changes, reduced the applicable rate for existing term loans.

For further details on the Sixth Amendment, see Note 14, “Subsequent Event”.

As of each of September 30, 2025 and December 31, 2024, available borrowings under the revolving lines of credit were $ 100,000 .

The effective interest rate was 7.39 % and 8.96 % for the nine months ended September 30, 2025 and 2024, respectively, for the term loan debt.

As discussed previously, the Company entered into interest rate swap agreements and continues to use the swap to mitigate the interest risk for the Company's debt obligations under the Credit Agreement.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 5,535 , $ 6,366 , $ 16,499 and $ 19,900 for the three and nine months ended September 30, 2025 and 2024, respectively.

Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 58 and $ 61 at September 30, 2025 and December 31, 2024, respectively, and is included in accrued expenses.

Commitment fees incurred for the undrawn balance of the revolving line of credit was $ 64 , $ 81 , $ 231 and $ 207 for the three and nine months ended September 30, 2025 and 2024, respectively.

There was $ 1 accrued interest payable on the revolving line of credit as of each of September 30, 2025 and December 31, 2024.

As of each of March 31, 2026 and December 31, 2025, available borrowings under the revolving lines of credit were $ 100,000 .

The effective interest rate was 6.44 % and 7.33 % for the three months ended March 31, 2026 and 2025, respectively, for the term loan debt.

As discussed previously, the Company entered into interest rate swap agreements and continues to use the swaps to mitigate the interest risk for the Company's debt obligations under the Credit Agreement.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 4,754 and $ 5,470 for the three months ended March 31, 2026 and 2025, respectively.

Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 52 and $ 53 at March 31, 2026 and December 31, 2025, respectively, and is included in accrued expenses.

Commitment fees incurred for the undrawn balance of the revolving line of credit was $ 63 and $ 94 for the three months ended March 31, 2026 and 2025, respectively.

There was $ 1 accrued interest payable on the revolving line of credit as of each of March 31, 2026 and December 31, 2025.

Long-term debt consists of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

MARCH 31, 2026 DECEMBER 31,

(In thousands)

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Long-term debt, net of current portion and debt issuance costs $ 289,504 $ 290,131

The principal amount of long-term debt outstanding as of September 30, 2025 matures in the following years:

The principal amount of long-term debt outstanding as of March 31, 2026 matures in the following years:

Remainder of 2026 2027 2028 2029 2030 Thereafter TOTAL

3 unchanged sentences

For the year ended December 31, 2025, the Company was not required to make a mandatory prepayment on the term loan.

Under the Credit Agreement (as amended by the Amendment), the Company is required to make a quarterly principal payment of $ 750 on the term loans starting September 30, 2024.

Under the Credit Agreement (as amended by the Sixth Amendment), the Company is required to make a quarterly principal payment of $ 741 on the term loans that started on December 31, 2025.

The fair values of the Company’s variable interest term loan and revolving line of credit are not significantly different than their carrying value because the interest rates on these instruments are subject to change with market interest rates.

2 unchanged sentences

With respect to operating lease liabilities, current operating lease liabilities are included in current liabilities and non-current operating lease liabilities are included in long-term liabilities in the condensed consolidated balance sheets.

At September 30, 2025, the weighted average remaining lease terms were 5.8 years for operating leases, and the weighted average discount rate was 5.7 % for operating leases.

At March 31, 2026, the weighted average remaining lease terms was 5.8 years for operating leases, and the weighted average discount rate was 5.9 % for operating leases.

For additional information on the Company's leases, see Note 13.

“Leases” to the consolidated financial statements included in the Company’s 2025 Annual Report.

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at September 30, 2025 and December 31, 2024:

Lease Position Balance Sheet Classification SEPTEMBER 30, 2025 DECEMBER 31, 2024

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at March 31, 2026 and December 31, 2025:

Lease Position Balance Sheet Classification MARCH 31, 2026 DECEMBER 31, 2025

(In thousands)

4 unchanged sentences

Total lease liabilities $ 11,492 $ 12,358

The following table summarizes by year the maturities of our minimum lease payments as of September 30, 2025:

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2026:

(In thousands)

6 unchanged sentences

Accrued expenses consist of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

MARCH 31, 2026 DECEMBER 31,

(In thousands)

7 unchanged sentences

Other long-term liabilities consist of the following:

SEPTEMBER 30, 2025 DECEMBER 31,

MARCH 31, 2026 DECEMBER 31,

(In thousands)

1 unchanged sentence

Derivative Liabilities - Long-term 697 1,789

Contingent consideration - long term — 23,581

Total other long-term liabilities $ 4,062 $ 5,117

8 unchanged sentences

As of September 30, 2025, all of the Company’s restricted stock had fully vested, and no restricted stock remained outstanding.

SHARES WEIGHTED-

Non-vested restricted stock as of December 31, 2024 157,486 $ 22.94

Vested ( 157,486 ) 22.94

Forfeited — —

Non-vested restricted stock as of September 30, 2025 — $ —

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 39 , $ 173 , $ 160 , and $ 579 for the three and nine months ended September 30, 2025 and 2024, respectively.

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 66 for the three months ended March 31, 2025.

As of September 30, 2025, all compensation expense related to the awards had been fully recognized.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 80 , $ 196 , $ 321 and $ 794 for the three and nine months ended September 30, 2025 and 2024, respectively.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 124 for the three months ended March 31, 2025.

As of September 30, 2025, all compensation expense related to the awards had been fully recognized.

4 unchanged sentences

The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $ 1,000,000 in total value, except for certain awards made to a non-executive chair of our Board of Directors.

Restricted Stock Units

Restricted Stock Units ("RSUs")

RSUs represent the right to receive shares of the Company’s common stock at a specified date in the future.

4 unchanged sentences

Granted 5,547 6.59

Vested* ( 1,362,259 ) 20.55

Forfeited ( 103,369 ) 13.71

Non-vested RSUs as of September 30, 2025 3,773,962 $ 14.53

___________________________________

* The number of the RSUs vested included 484,483 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the RSUs were $ 7,496 , $ 8,069 , $ 19,736 and $ 24,388 for three and nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 41,355 , which is expected to be recognized over a weighted-average period of 22.8 months.

Performance Stock Units

PSUs are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds, including year over year revenue growth, unlevered free cash flow growth, annual revenue, and annual EBITDA.

Non-vested RSUs as of March 31, 2026 3,260,359 $ 14.49

Equity-based compensation expenses related to the RSUs were $ 6,287 and $ 6,733 for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 22,655 , which is expected to be recognized over a weighted-average period of 19.4 months.

Performance Stock Units ("PSUs")

flow growth, annual revenue, and annual EBITDA.

The PSUs granted in 2023, 2024, and 2025 also contain market conditions.

1 unchanged sentence

The Company will continue to assess the probability of each condition being achieved at each reporting period to determine whether and when to recognize compensation costs.

A summary of the Company’s PSU activity for the period ended September 30, 2025 is as follows:

A summary of the Company’s PSU activity for the period ended March 31, 2026 is as follows:

UNITS WEIGHTED-

Non-vested PSUs as of December 31, 2025 1,194,188 $ 13.05

Granted 1,168,442 10.09

Forfeited ( 13,019 ) 8.25

Cancelled* ( 200,263 ) 25.26

Non-vested PSUs as of September 30, 2025 1,609,359 $ 12.91

Non-vested PSUs as of March 31, 2026 980,906 $ 10.62

__________________________________

* During the first nine months of 2025, the Company cancelled 201,138 PSU shares that did not meet the required performance conditions for vesting.

Equity-based compensation expenses (income) related to the PSUs were $ 1,959 , $( 358 ), $ 4,672 and $ 964 for the three and nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 7,439 , which is expected to be recognized over a weighted-average period of 18.15 months.

* During the first three months of 2026, the Company cancelled 200,263 PSU shares that did not meet the required performance and market conditions for vesting.

Equity-based compensation expenses (income) related to the PSUs were $ 1,033 and $ 148 for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 2,594 , which is expected to be recognized over a weighted-average period of 17.82 months.

The following table summarizes the components of total equity-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss) for each period presented:

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

THREE MONTHS ENDED MARCH 31,

(In thousands)

8 unchanged sentences

Furthermore, the Company agreed to pay additional contingent consideration related to a business acquisition, contingent on the resolution of certain tax-related contingencies.

For the nine months ended September 30, 2025, the Company paid contingent consideration of $ 18,900 , consisting of $ 13,230 in cash and $ 5,670 in Company stock.

The total contingent liabilities were $ 22,364 and $ 44,468 at September 30, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2026,

the Company paid cash contingent consideration of $ 3,000 .

The total contingent liabilities were $ 26,208 and $ 21,979 at March 31, 2026 and December 31, 2025, respectively.

The contingent liabilities are included in accrued expenses and other long-term liabilities in the Company's condensed consolidated balance sheet.

Legal proceedings

The Company does not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on its condensed consolidated financial statements as of September 30, 2025.

Assurance-type warranty

18 unchanged sentences

“Summary of Significant Accounting Policies", for a description of the Company’s revenue categories.

The following table summarizes revenue by geographic area for the three and nine months ended September 30, 2025 and 2024:

The following table summarizes revenue by geographic area for the three months ended March 31, 2026 and 2025:

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

(In thousands)

7 unchanged sentences

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

(In thousands)

5 unchanged sentences

Professional services expense 7,905 7,303

Change in fair value of contingent consideration 2,689 2,431 ( 3,212 ) 8,092

Change in contingent consideration 7,230 ( 179 )

Depreciation and amortization 19,089 18,614

11 unchanged sentences

The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

The Company's global ETR for the three and nine months ended September 30, 2025 and 2024 were 671 %, 17 %, 59 %, and 4 %, respectively, including discrete tax items.

The current year increase in the ETR was principally due to the combined effect of the overall increase in pre-tax book income, the impact of non-deductible items, and the tax effect of certain discrete items.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (the “OBBBA”), which includes changes to U.S.

tax law such as significant amendments to the U.S.

federal income tax code.

Key provisions include the permanent reinstatement of immediate expensing for domestic research expenditures, the restoration of full expensing for qualified machinery, equipment and other short-lived assets, and several modifications to existing international tax provisions.The Company is in the process of evaluating the impact of the OBBBA.

The Company's global ETR for the three months ended March 31, 2026 and 2025 were ( 10 )% and ( 4 )%, respectively, including discrete tax items.

The current year decrease in the ETR was principally due to the combined effect of the overall increase in pre-tax book loss, the impact of non-deductible items, and the tax effect of certain discrete items.

Earnings per Share

1 unchanged sentence

Diluted earnings per share is computed by dividing the net income (loss) attributable to stockholders by the weighted-average number of shares and dilutive potential common shares during the period.

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,

2025 2024 2025 2024

THREE MONTHS ENDED

(In thousands, except per share and share data)

9 unchanged sentences

__________________________________

(a) For the three- and nine-months ended September 30, 2025, the Company repurchased 1,230,398 and 3,023,677 shares of its common stock, respectively, under the stock repurchase program authorized by the Company's Board of Directors on April 11, 2025.

The program authorizes the Company to repurchase up to $ 100,000 of its common stock.

(b) For the three- and nine-months ended September 30, 2024, the Company excluded potentially dilutive securities from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

(a) For the three months ended March 31, 2026, the Company repurchased 5,814,484 shares of its common stock under the stock repurchase program authorized by the Company's Board of Directors on April 11, 2025.

The program total authorizes the Company to repurchase up to $ 100,000 of its common stock.

(b) For the three months ended March 31, 2026, the Company excluded potentially dilutive securities from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

Subsequent Event

On October 16, 2025, the Company entered into a Sixth Amendment (“Amendment”) to its Credit Agreement, originally dated August 15, 2017.

This Amendment provides for, among other changes, a reduction in the applicable rate for term loans.

Such modifications were implemented through the establishment of Replacement Term Loans under the Credit Agreement.

The Replacement Term Loans bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00 % plus an applicable margin rate of 2.75 % or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00 %, plus an applicable margin rate of 1.75 %.

The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50 % and (iii) the Term SOFR rate plus 1.00 %.

The Replacement Term Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that were applicable to the Company’s Existing Term Loans prior to giving effect to the Amendment.

On May 08, 2026, the Company completed the sale of its global medical writing and related regulatory services business to Veristat, LLC.

The transaction included cash consideration of $ 85,000 , subject to customary post-closing adjustments, as well as an additional $ 15,000 placed in escrow, which would be released to the Company upon satisfaction of certain post‑closing conditions.

The Company is also eligible to receive cash earn-out of up to $ 35,000 based on the financial performance (as defined in the purchase agreement) of such business over a specified period following closing.

The Company currently expects to recognize a loss on the transaction ranging from approximately $ 28,891 to $ 53,658 .

The actual loss recognized may differ from this estimate due to final working capital adjustments, the determination of fair value measurements, and the settlement of the earn-out.

In connection with the transaction, the Company entered into a transition services agreement pursuant to which it will provide certain services, including information technology and other administrative functions, for a defined period following closing.

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-Q

Item 1. Financial Statements