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Item 1. Financial Statements

2026-08-04 compared with 2026-05-11 · 259 added, 126 removed, 547 unchanged (41% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) JUNE 30, 2026 DECEMBER 31,

Current assets:

3 unchanged sentences

Prepaid expenses and other current assets 27,289 21,887

Current assets of discontinued operations — 2,266

Total current assets 312,186 315,119

7 unchanged sentences

Other long-term assets 2,540 1,509

Other assets of discontinued operations — 115,562

Total assets 1,399,798 1,556,582

6 unchanged sentences

Other current liabilities 3,161 4,365

Current liabilities of discontinued operations — 7,961

Total current liabilities 122,399 153,385

8 unchanged sentences

Stockholders' equity

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

Preferred shares, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common shares, $ 0.01 par value, 600,000,000 shares authorized, 166,959,761 shares and 164,005,450 shares issued as of June 30, 2026 and December 31, 2025;

152,499,023 and 159,139,562 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,277,660 1,255,653

Accumulated deficit ( 193,909 ) ( 129,876 )

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

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

Accumulated other comprehensive income 9,057 2,040

Treasury stock at cost, 14,460,738 and 4,865,888 shares at June 30, 2026 and December 31, 2025, respectively

( 127,964 ) ( 66,663 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31,

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

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

10 unchanged sentences

Interest expense ( 4,987 ) ( 4,802 ) ( 9,928 ) ( 9,608 )

Net other income 1,301 1,725

Net other income (expenses) ( 1,205 ) 1,501 96 3,226

Total other expenses ( 6,192 ) ( 3,301 ) ( 9,832 ) ( 6,382 )

Income (loss) before income taxes ( 6,388 ) 4,370 ( 16,292 ) 5,584

Provision (benefit) for income taxes 820 ( 201 )

Provision (benefits) for income taxes on continuing operations ( 307 ) 2,874 1,614 2,583

Income (loss) from continuing operations, net of tax ( 6,081 ) 1,496 ( 17,906 ) 3,001

Income (loss) from discontinued operations, net of tax ( 49,189 ) ( 3,464 ) ( 46,127 ) ( 226 )

Net income (loss) attributable to common stockholders $ ( 55,270 ) $ ( 1,968 ) $ ( 64,033 ) $ 2,775

( 8,763 ) 4,743

Net income (loss) per share attributable to common stockholders:

Basic - Earnings (loss) per common share from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02

Basic - Earnings (loss) per common share from discontinued operations $ ( 0.32 ) $ ( 0.02 ) $ ( 0.30 ) $ —

Basic - Earnings (loss) per common share $ ( 0.36 ) $ ( 0.01 ) $ ( 0.41 ) $ 0.02

Diluted - Earnings (loss) per common share from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02

Diluted - Earnings (loss) per common share from discontinued operations $ ( 0.32 ) $ ( 0.02 ) $ ( 0.30 ) $ —

Diluted - Earnings (loss) per common share $ ( 0.36 ) $ ( 0.01 ) $ ( 0.41 ) $ 0.02

Weighted average common shares outstanding:

Basic 154,356,779 160,916,057 156,046,326 160,955,936

Diluted 154,356,779 161,849,002 156,046,326 161,601,024

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

CERTARA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

(IN THOUSANDS) 2026 2025 2026 2025

Net income (loss) $ ( 55,270 ) $ ( 1,968 ) $ ( 64,033 ) $ 2,775

Other comprehensive income (loss):

Foreign currency translation adjustment, net of tax of $ 338 and $( 110 ), respectively

Foreign currency translation adjustment, net of tax $( 516 ), $( 875 ), $( 178 ), and $( 986 ), respectively

9,007 12,633 3,856 21,375

1 unchanged sentence

1,919 ( 2,416 ) 3,161 ( 3,002 )

Total other comprehensive income (loss) ( 3,909 ) 8,156

Total other comprehensive income 10,926 10,217 7,017 18,373

Comprehensive income (loss) $ ( 44,344 ) $ 8,249 $ ( 57,016 ) $ 21,148

Net income (loss) per share attributable to common stockholders:

Basic $ ( 0.06 ) $ 0.03

Diluted $ ( 0.06 ) $ 0.03

Weighted average common shares outstanding:

Basic 157,754,647 160,996,258

Diluted 157,754,647 161,350,292

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

10 unchanged sentences

SHARES AMOUNT SHARES AMOUNT

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

Equity-based compensation expense, net of forfeiture — — 6,094 — — — — 6,094

Common stock withheld for tax liabilities — — — — — ( 585,391 ) ( 3,339 ) ( 3,339 )

Common shares issued for employee share-based compensation 1,660,132 17 ( 17 ) — — — — —

Common shares issued for contingent consideration 1,294,179 13 8,610 — — — — 8,623

Common shares repurchased — — — — — ( 3,194,975 ) ( 17,563 ) ( 17,563 )

Change in fair value from interest rate swap, net of tax — — — — 1,919 — — 1,919

Net loss — — — ( 55,270 ) — — — ( 55,270 )

Foreign currency translation adjustment, net of tax — — — — 9,007 — — 9,007

Balance as of June 30, 2026 166,959,761 $ 1,671 $ 1,277,660 $ ( 193,909 ) $ 9,057 ( 14,460,738 ) $ ( 127,964 ) $ 966,515

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 — — 13,414 — — — — 13,414

Common stock withheld for tax liabilities — — — — ( 585,391 ) ( 3,339 ) ( 3,339 )

Common shares issued for employee share-based compensation 1,660,132 17 ( 17 ) — — — — —

Common shares issued for contingent consideration 1,294,179 13 8,610 — — — — 8,623

Common shares repurchased — ( 9,009,459 ) ( 57,962 ) ( 57,962 )

2 unchanged sentences

Foreign currency translation adjustment, net of tax — — — — 3,856 — — 3,856

Balance as of June 30, 2026 166,959,761 $ 1,671 $ 1,277,660 $ ( 193,909 ) $ 9,057 ( 14,460,738 ) $ ( 127,964 ) $ 966,515

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

INCOME (LOSS) TREASURY STOCK TOTAL

STOCKHOLDERS'

SHARES AMOUNT SHARES AMOUNT

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

Equity-based compensation expense, net of forfeiture — — 8,245 — — — — 8,245

Common stock withheld for tax liabilities — — — — — ( 496,930 ) ( 4,944 ) ( 4,944 )

Common shares issued for employee share-based compensation 1,429,392 14 ( 14 ) — — — — —

Common shares repurchased — — — ( 1,793,279 ) ( 25,250 ) ( 25,250 )

Change in fair value from interest rate swap, net of tax — — — — ( 2,416 ) — — ( 2,416 )

Net loss — — — ( 1,968 ) — — — ( 1,968 )

Foreign currency translation adjustment, net of tax — — — — 12,633 — — 12,633

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

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

3 unchanged sentences

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

Common shares repurchased — — — — ( 1,793,279 ) ( 25,250 ) ( 25,250 )

Change in fair value from interest rate swap, net of tax — — — — ( 3,002 ) — — ( 3,002 )

Net income — — — 2,775 — — — 2,775

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

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

Foreign currency translation adjustment — — — — 21,375 — — 21,375

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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31,

SIX MONTHS ENDED JUNE 30,

(IN THOUSANDS) 2026 2025

Cash flows from operating activities:

Net income (loss) $ ( 8,763 ) $ 4,743

Net income (loss) from continuing operations $ ( 17,906 ) $ 3,001

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

3 unchanged sentences

Equity-based compensation expense 13,414 15,315

Change in contingent considerations 7,230 ( 179 )

Change in fair value of contingent considerations 7,230 ( 5,901 )

Deferred income taxes ( 8,698 ) ( 1,969 )

5 unchanged sentences

Other operating activities, net ( 14 ) ( 1,176 )

Cash provided by operating activities - continuing operations 15,584 23,329

Cash provided by operating activities - discontinued operations 6,148 11,865

Net cash provided by operating activities 21,732 35,194

2 unchanged sentences

Capitalized software development costs ( 13,223 ) ( 12,199 )

Net cash used in investing activities ( 6,781 ) ( 5,774 )

Cash used in investing activities - continuing operations ( 14,475 ) ( 12,735 )

Cash provided by investing activities - discontinued operations 69,435 —

Net cash provided (used in) by investing activities 54,960 ( 12,735 )

Cash flows from financing activities:

6 unchanged sentences

Net decrease in cash and cash equivalents ( 5,254 ) ( 16,917 )

Cash and cash equivalents, and restricted cash, at beginning of period 189,392 179,183

Cash and cash equivalents, and restricted cash, at end of period $ 149,484 $ 179,086

Cash and cash equivalents at beginning of period 189,392 179,183

Cash and cash equivalents at end of period $ 184,138 $ 162,266

Supplemental disclosures of cash flow information

22 unchanged sentences

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include, among other estimates, assumptions used in the allocation of the transaction price to separate performance obligations, estimates towards the measure of progress of completion on fixed-price service contracts, the determination of fair values and useful lives of long-lived assets as well as intangible assets, goodwill, allowance for credit losses for accounts receivable, recoverability of deferred tax assets, recognition of deferred revenue, valuation of interest rate swaps, determination of fair value of equity-based awards, measurement of fair value of contingent consideration, and assumptions used in testing for impairment of long-lived assets.

Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements.

On April 21, 2026, the Company entered into a definitive Purchase Agreement (the "Purchase Agreement") with Veristat, LLC to sell its global medical writing and related regulatory services business ("Regulatory and Medical Writing business").

On May 8, 2026, the Company completed the sale of the Regulatory and Medical Writing business to Veristat, LLC.

During the second quarter of 2026, the Company determined that the

Regulatory and Medical Writing business met the accounting criteria to be classified as held for sale and discontinued operations.

Accordingly, the Company has presented the results of operations and the related cash flows of the Regulatory and Medical Writing business as discontinued operations in the condensed consolidated financial statements through the date of sale.

This presentation has been applied retrospectively to all periods presented.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Unless otherwise noted, discussion within these notes to the interim condensed consolidated financial statements relates to continuing operations.

(b) Unaudited Interim Financial Statements

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 condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of cash flows for the six months ended June 30, 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.

22 unchanged sentences

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

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

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.

37 unchanged sentences

The Company's estimates of fair value are based upon assumptions believed to be reasonable but that are uncertain and involve significant judgments by management.

Any changes in the fair value of these contingent liabilities are included in the earnings in the condensed consolidated statements of operations and comprehensive income (loss).

Any changes in the fair value of these contingent liabilities are included in the earnings in the condensed consolidated statements of operations.

The Company utilizes Monte Carlo or a series of Black-Scholes-Merton options models to estimate the fair value of the contingent consideration liabilities of business acquisitions.

1 unchanged sentence

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 March 31, 2026:

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 June 30, 2026:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

14 unchanged sentences

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

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

For the six month period ended June 30, 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.

MARCH 31, 2026

JUNE 30, 2026

(In thousands)

Beginning balance at December 31, 2025

Additions 7,230

Transfers out of level 3 (to non–fair value liability) ( 28,745 )

Ending balance at March 31, 2026

Ending balance at June 30, 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 $ 149,484 and $ 189,392 at March 31, 2026 and December 31, 2025, respectively.

The Company's cash and cash equivalents was $ 184,138 and $ 189,392 at June 30, 2026 and December 31, 2025, respectively.

(g) Accounts Receivable

7 unchanged sentences

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

Allowances for credit losses of $ 1,940 and $ 2,235 were provided in the accompanying condensed consolidated financial statements as of June 30, 2026 and December 31, 2025, respectively.

Accounts receivable consists of the following:

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

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

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates.

The Company has chosen to manage this risk through the use of derivative financial instruments that consist of interest rate swap contracts.

The Company has chosen to manage this risk through the use of derivative financial instruments that consist of

interest rate swap contracts.

Counterparties to these contracts are major financial institutions.

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.

12 unchanged sentences

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

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.

At June 30, 2026 and December 31, 2025, the Matured Swap had a fair value of $ 0 .

The New Swaps had total fair value of $ 1,878 and $( 2,322 ) at June 30, 2026 and December 31, 2025, respectively.

The gross fair value recognized in accumulated other comprehensive income (loss) was $ 1,878 and $( 2,322 ) at June 30, 2026 and December 31, 2025, respectively.

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

2 unchanged sentences

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 $ 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:

The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s condensed consolidated statements of operations was $ 10 , $ 941 , $ 43 , and $ 1,883 for the three and six months ended June 30, 2026 and 2025, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:

Interest rate swap derivatives designated as cash flow hedging instruments:

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

1 unchanged sentence

Prepaid expenses and other current assets $ 729 $ —

Other long-term assets $ 1,149 $ —

Other current liabilities $ — $ 533

25 unchanged sentences

While the transfer of control of the software training and implementation performance obligations are over time, the services are typically started and completed within a few days.

Due to the quick nature of the performance obligation from start to finish and the insignificant amounts, the Company recognizes any software training or implementation revenue at the completion of the service.

Due to the quick nature of the performance obligation from start to finish and the

insignificant amounts, the Company recognizes any software training or implementation revenue at the completion of the service.

Any unrecognized portion of amounts paid in advance for licenses and services is recorded as deferred revenue.

Consulting Service Revenues

The Company’s primary professional services offering includes consulting services, which may be either strategic consulting services, reporting and analysis services, regulatory writing services, or any combination of the three.

The Company’s primary professional services offering includes consulting services, which may be either strategic consulting services, reporting and analysis services, or any combination of the two.

The Company’s professional services contracts are either time-and-materials or fixed fee.

18 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 March 31, 2026, December 31, 2025 and 2024 were as follows:

MARCH 31, 2026 DECEMBER 31,

Contract balances at June 30, 2026, December 31, 2025 and 2024 were as follows:

JUNE 30, 2026 DECEMBER 31,

2025 DECEMBER 31,

2 unchanged sentences

Contract liabilities $ 80,045 $ 77,748 $ 78,849

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 .

During the six months ended June 30, 2026, the Company recognized revenue of $ 54,592 related to contract liabilities at December 31, 2025.

The unsatisfied performance obligations as of June 30, 2026 were $ 151,039 .

We expect to recognize $ 110,529 , or 73.2 % of this revenue over the next 12 months and the remainder thereafter.

5 unchanged sentences

Capitalized costs to obtain a contract are amortized on a straight-line basis over the expected period of benefit.

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 $ 1,706 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.

Amortization of capitalized costs is included in sales and marketing expenses in our condensed consolidated statements of operations.

Capitalized contract acquisition costs were $ 1,882 and $ 1,351 as of June 30, 2026 and December 31, 2025, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Grant Revenue

7 unchanged sentences

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 MARCH 31,

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(In thousands)

3 unchanged sentences

Total $ 93,271 $ 92,356 $ 187,363 $ 184,455

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.

As of June 30, 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.

3 unchanged sentences

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.

In connection with the sale of the Company's Regulatory and Medical Writing business, the Company determined that the planned disposition represented a triggering event requiring an interim goodwill impairment assessment.

Accordingly, the Company performed a quantitative goodwill impairment test immediately prior to the disposal date.

Based on the results of the test, the estimated fair value of each reporting unit exceeded its respective carrying amount, including goodwill.

As a result, no goodwill impairment charge was recognized as of the date of the sale.

(k) Earnings per Share

4 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk have consisted principally of cash and cash equivalent investments and trade receivables.

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

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 June 30, 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 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.

As of June 30, 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 six months ended June 30, 2026 and 2025.

Divestiture and Discontinued Operation

On April 21, 2026, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Veristat, LLC to sell the Regulatory and Medical Writing business.

The sale is part of management's strategy to simplify the Company's portfolio and focus on its core businesses.

On May 8, 2026, the Company completed the sale of the Regulatory and Medical Writing business.

The Company received cash consideration of $ 69,435 , with an additional $ 15,000 placed in escrow to be released to the Company upon the satisfaction of certain post-closing conditions.

In addition, the Company is eligible to receive an earn-out payment 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 transaction resulted in an estimated pretax loss on sale of $ 65,481 , including an estimated after-tax loss of $ 48,576 , which was recorded in loss from discontinued operations in the condensed consolidated statement of operations for the three and six months ended June 30, 2026.

The final loss recognized may differ from the amount currently recognized due to the final escrow amount realized and the ultimate settlement of the earn-out.

During the second quarter of 2026, the Company determined that the Regulatory and Medical Writing business met the accounting criteria to be classified as held for sale and discontinued operations.

This presentation has been applied retrospectively to all periods presented.

The Company’s presentation of discontinued operations excludes general corporate overhead costs that did not meet the requirements to be presented as discontinued operations.

In connection with the transaction, the Company entered into a Transition Services Agreement ("TSA") pursuant to which it will provide certain transition services to the service recipient, including information technology and other administrative functions.

The initial service periods for the individual services specified in the TSA generally range from three to twelve months following the closing of the transaction.

The service recipient may, by providing the Company with at least thirty ( 30 ) days' prior written notice prior to the expiration of the applicable service period, extend any service for up to two additional extension periods, subject to the terms and conditions of the TSA.

Other than the services provided pursuant to the TSA, the Company has no significant continuing involvement with the disposed business following the closing of the transaction.

The following table presents the major categories of income (loss) from discontinued operations related to sale of the Regulatory and Medical Writing business:

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(In thousands)

Total revenues $ 6,389 $ 12,214 $ 19,212 $ 26,119

Cost of Revenues 3,717 6,431 10,663 13,232

Sales and marketing 67 331 472 662

General and administrative 110 486 545 855

Depreciation and amortization 1,287 3,085 4,363 6,161

Income from discontinued operations 1,208 1,881 3,169 5,209

Pre-tax loss on the disposal of discontinued operations ( 65,481 ) — ( 65,481 ) —

Total income (loss) from discontinued operations before income taxes ( 64,273 ) 1,881 ( 62,312 ) 5,209

Income tax expense (benefit) ( 15,084 ) 5,345 ( 16,185 ) 5,435

Total loss from discontinued operations, net of tax $ ( 49,189 ) $ ( 3,464 ) $ ( 46,127 ) $ ( 226 )

The following table presents the major classes of assets and liabilities of discontinued operations related to sale of the Regulatory and Medical Writing business as of December 31, 2025:

December 31, 2025

(In thousands)

Accounts receivable $ 1,951

Prepaid expenses and other current assets 315

Property and equipment, net 48

Operating lease right-of-use assets 99

Goodwill 28,255

Intangible assets, net of accumulated amortization 85,641

Other long-term assets 133

Deferred income taxes 1,386

Total assets of discontinued operations $ 117,828

Accounts payable $ 386

Accrued expenses 7,473

Current portion of deferred revenue 14

Other short-term liabilities 88

Total liabilities of discontinued operations $ 7,961

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

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

MARCH 31, 2026 DECEMBER 31,

Prepaid expense and other current assets at June 30, 2026 and December 31, 2025 consisted of the following:

JUNE 30, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

Prepaid expenses and other current assets $ 27,289 $ 21,887

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

MARCH 31, 2026 DECEMBER 31,

Other long-term assets at June 30, 2026 and December 31, 2025 consisted of the following:

JUNE 30, 2026 DECEMBER 31,

(In thousands)

Long-term deposits $ 949 $ 1,024

Interest rate swap asset - long-term 1,149 —

Deferred financing cost 442 485

8 unchanged sentences

subsidiaries and contains various financial and nonfinancial covenants.

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.

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.

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 of each of June 30, 2026 and December 31, 2025, available borrowings under the revolving lines of credit were $ 100,000 .

The effective interest rate was 6.45 % and 7.40 % for the six months ended June 30, 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.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $ 4,766 and $ 5,494 , $ 9,520 and $ 10,964 for the three and six months ended June 30, 2026 and 2025, respectively.

Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $ 52 and $ 53 at June 30, 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 were $ 63 and $ 73 , $ 126 , and $ 167 for the three and six months ended June 30, 2026 and 2025, respectively.

There was $ 1 accrued interest payable on the revolving line of credit as of each of June 30, 2026 and December 31, 2025.

Long-term debt consists of the following:

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

5 unchanged sentences

Long-term debt, net of current portion and debt issuance costs $ 288,876 $ 290,131

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

The principal amount of long-term debt outstanding as of June 30, 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 Sixth Amendment), the Company is required to make a quarterly principal payment of $ 741 on the term loans that started on December 31, 2025.

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 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.

At June 30, 2026, the weighted average remaining lease terms was 6 years for operating leases, and the weighted average discount rate was 6.1 % 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 March 31, 2026 and December 31, 2025:

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

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at June 30, 2026 and December 31, 2025:

Lease Position Balance Sheet Classification JUNE 30, 2026 DECEMBER 31, 2025

(In thousands)

4 unchanged sentences

Total lease liabilities $ 10,106 $ 12,270

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

The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2026:

(In thousands)

6 unchanged sentences

Accrued expenses consist of the following:

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

7 unchanged sentences

Other long-term liabilities consist of the following:

MARCH 31, 2026 DECEMBER 31,

JUNE 30, 2026 DECEMBER 31,

(In thousands)

8 unchanged sentences

Share-based compensation for the restricted stock exchanged for the time-based Class B Units is recognized on a straight-line basis over the requisite service period of the award, which is generally five years .

Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using

the accelerated attribution approach.

Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using the accelerated attribution approach.

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

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.

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $ 55 and $ 121 for the three and six months ended June 30, 2025, respectively.

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 $ 124 for the three months ended March 31, 2025.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $ 118 and $ 242 for the three and six months ended June 30, 2025, respectively.

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

11 unchanged sentences

Granted 2,582,605 5.13

Vested* ( 1,550,700 ) 15.59

Forfeited ( 254,321 ) 12.88

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.

Cancelled ( 3,255 ) 11.09

Non-vested RSUs as of June 30, 2026 4,132,510 $ 8.32

__________________________________

* The number of the RSUs vested included 528,917 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the RSUs were $ 5,174 , $ 5,507 , $ 11,461 , and $ 12,240 for the three and six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, the total unrecognized equity-based compensation expense related to outstanding RSUs was $ 28,805 , which is expected to be recognized over a weighted-average period of 21 months.

Performance Stock Units ("PSUs")

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.

The PSUs granted in 2024, 2025 and 2026 also contain market conditions.

Share-based compensation for the PSUs is only recognized to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach.

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 March 31, 2026 is as follows:

Equity-based compensation for the PSUs is recognized in accordance with ASC 718.

Equity-based compensation cost for PSUs with performance conditions is recognized only to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach.

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 cost.

PSUs granted in 2024, 2025, and 2026 also contain market conditions.

For PSUs that include a market condition and no other performance conditions, the effect of the market condition is reflected in the grant-date fair value of the award, and compensation cost attributable to the market condition is recognized regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered.

A summary of the Company’s PSU activity for the period ended June 30, 2026 is as follows:

UNITS WEIGHTED-

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

Granted 1,648,576 3.11

Forfeited ( 17,495 ) 8.25

Cancelled* ( 200,263 ) 25.26

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

Non-vested PSUs as of June 30, 2026 2,625,006 $ 5.91

__________________________________

* 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 MARCH 31,

* During the first six 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 $ 919 and $ 2,565 , $ 1,952 , and $ 2,713 for the three and six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026, the total unrecognized equity-based compensation expense related to outstanding PSUs was $ 7,377 , which is expected to be recognized over a weighted-average period of 16.2 months.

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

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(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 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.

For the six months ended June 30, 2026, the Company paid contingent consideration of $ 28,744 , consisting of $ 20,121 in cash and $ 8,623 in Company stock.

The total contingent liabilities were $ 464 and $ 21,979 at June 30, 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 March 31, 2026.

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 months ended March 31, 2026 and 2025:

The following table summarizes revenue by geographic area for the three and six months ended June 30, 2026 and 2025:

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(In thousands)

7 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(In thousands)

5 unchanged sentences

Professional services expense 8,447 6,650 15,662 13,266

Change in contingent consideration 7,230 ( 179 )

Change in fair value of contingent consideration — ( 5,722 ) 7,230 ( 5,901 )

Depreciation and amortization 16,329 15,733 32,342 31,271

2 unchanged sentences

Income tax expense (benefit) ( 307 ) 2,874 1,614 2,583

Segment net income (loss) $ ( 8,763 ) $ 4,743

Segment net income (loss) from continuing operations $ ( 6,081 ) $ 1,496 $ ( 17,906 ) $ 3,001

Reconciliation of profit or loss

Adjustments and reconciling items — — — —

Consolidated net income (loss) $ ( 8,763 ) $ 4,743

Consolidated net income (loss) from continuing operations $ ( 6,081 ) $ 1,496 $ ( 17,906 ) $ 3,001

* Other segment expense (income) items included in segment net income include facilities related expense, marketing, travel, insurance, foreign currency exchange gains and losses, and other overhead expense.

3 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 months ended March 31, 2026 and 2025 were ( 10 )% and ( 4 )%, respectively, including discrete tax items.

The Company's global ETR for continuing operations for the three and six months ended June 30, 2026 and 2025 were 5 %, 66 %, ( 10 )%, and 46 %, 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.

The Company's global ETR for the six months ended June 30, 2026 and 2025 were 19 % and 74 %, respectively.

Earnings per Share

2 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

(In thousands, except per share and share data)

Net income (loss) available to common shareholders $ ( 8,763 ) $ 4,743

Income (loss) from continuing operations, net of tax $ ( 6,081 ) $ 1,496 $ ( 17,906 ) $ 3,001

Basic weighted-average common shares outstanding 154,356,779 160,916,057 156,046,326 160,955,936

Basic earnings per common share $ ( 0.06 ) $ 0.03

Basic earnings per common share from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02

Diluted earnings per share

Net income (loss) available to common shares $ ( 8,763 ) $ 4,743

Income (loss) from continuing operations, net of tax $ ( 6,081 ) $ 1,496 $ ( 17,906 ) $ 3,001

Basic weighted-average common shares outstanding 154,356,779 160,916,057 156,046,326 160,955,936

1 unchanged sentence

Diluted weighted-average common shares outstanding 154,356,779 161,849,002 156,046,326 161,601,024

Diluted earnings per common share $ ( 0.06 ) $ 0.03

Diluted earnings per common share from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02

__________________________________

(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.

(a) For the three and six months ended June 30, 2026, the Company repurchased 3,194,975 and 9,009,459 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 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.

(b) For the three and six months ended June 30, 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 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.

On August 3, 2026, the Company's Board of Directors authorized an increase to the share repurchase program pursuant to which the Company may repurchase up to an additional $ 50,000 of its outstanding common stock.

Repurchases may be made from time to time through open market purchases, privately negotiated transactions, or other means, subject to market conditions, applicable legal requirements, and other factors.

The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice.

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