Certara, Inc. 10-Q

Item 1. Financial Statements 7 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) JUNE 30, 2026 DECEMBER 31, 2025 Assets Current assets: Cash and cash equivalents $ 184,138 $ 189,392 Accounts receivable, net of allowance for credit losses of $ 1,940 and $ 2,235 , respectively 100,759 101,574 Prepaid expenses and other current assets 27,289 21,887 Current assets of discontinued operations — 2,266 Total current assets 312,186 315,119 Other assets: Property and equipment, net 1,673 1,805 Operating lease right-of-use assets 8,952 11,840 Goodwill 718,125 745,056 Intangible assets, net of accumulated amortization of $ 345,829 and $ 415,804 , respectively 345,207 361,835 Deferred income taxes 11,115 3,856 Other long-term assets 2,540 1,509 Other assets of discontinued operations — 115,562 Total assets 1,399,798 1,556,582 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 2,723 $ 3,040 Accrued expenses 36,211 59,658 Current portion of deferred revenue 77,341 75,398 Current portion of long-term debt 2,963 2,963 Other current liabilities 3,161 4,365 Current liabilities of discontinued operations — 7,961 Total current liabilities 122,399 153,385 Long-term liabilities: Deferred revenue, net of current portion 2,704 2,350 Deferred income taxes 8,947 34,366 Operating lease liabilities, net of current portion 6,945 8,438 Long-term debt, net of current portion and debt discount 288,876 290,131 Other long-term liabilities 3,412 5,117 Total liabilities 433,283 493,787 Commitments and contingencies (refer to note 10) Stockholders' equity 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 1,671 1,641 Additional paid-in capital 1,277,660 1,255,653 Accumulated deficit ( 193,909 ) ( 129,876 ) 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 ) Total stockholders' equity 966,515 1,062,795 Total liabilities and stockholders' equity $ 1,399,798 $ 1,556,582 The accompanying notes are an integral part of the condensed consolidated financial statements. 8 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) 2026 2025 2026 2025 Revenues $ 93,271 $ 92,356 $ 187,363 $ 184,455 Cost of revenues 35,122 34,285 69,794 69,005 Operating expenses: Sales and marketing 14,978 13,658 27,928 26,044 Research and development 9,705 8,972 21,991 19,494 General and administrative 21,933 16,700 50,875 35,985 Depreciation and amortization 11,729 11,070 23,235 21,961 Total operating expenses 58,345 50,400 124,029 103,484 Income (loss) from operations ( 196 ) 7,671 ( 6,460 ) 11,966 Other income (expenses): Interest expense ( 4,987 ) ( 4,802 ) ( 9,928 ) ( 9,608 ) 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 (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 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. 9 Table of Contents CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, (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 $( 516 ), $( 875 ), $( 178 ), and $( 986 ), respectively 9,007 12,633 3,856 21,375 Change in fair value from interest rate swap, net of tax of $ 631 , $( 816 ), $ 1,039 , and $( 1,024 ), respectively 1,919 ( 2,416 ) 3,161 ( 3,002 ) Total other comprehensive income 10,926 10,217 7,017 18,373 Comprehensive income (loss) $ ( 44,344 ) $ 8,249 $ ( 57,016 ) $ 21,148 The accompanying notes are an integral part of the condensed consolidated financial statements. 10 CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) TREASURY STOCK TOTAL STOCKHOLDERS' EQUITY 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 ) Change in fair value from interest rate swap, net of tax — — — — 3,161 — — 3,161 Net loss — — — ( 64,033 ) — — — ( 64,033 ) 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. 11 CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) TREASURY STOCK TOTAL STOCKHOLDERS' EQUITY 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 Equity-based compensation expense, net of forfeiture — — 15,315 — — — — 15,315 Common stock withheld for tax liabilities — — — — — ( 498,423 ) ( 4,960 ) ( 4,960 ) Common shares issued for employee share-based compensation 1,442,136 14 ( 14 ) — — — — — 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 — — — — 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. 12 CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, (IN THOUSANDS) 2026 2025 Cash flows from operating activities: Net income (loss) from continuing operations $ ( 17,906 ) $ 3,001 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 32,342 31,271 Amortization of debt issuance costs 270 289 Provision for credit losses ( 22 ) 401 Equity-based compensation expense 13,414 15,315 Change in fair value of contingent considerations 7,230 ( 5,901 ) Deferred income taxes ( 8,698 ) ( 1,969 ) Changes in assets and liabilities: Accounts receivable 8,231 5,575 Prepaid expenses and other assets ( 5,622 ) 5,873 Accounts payable, accrued expenses, and other liabilities ( 15,682 ) ( 19,487 ) Deferred revenues 2,041 ( 9,863 ) 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 Cash flows from investing activities: Capital expenditures ( 1,252 ) ( 536 ) Capitalized software development costs ( 13,223 ) ( 12,199 ) 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: Payments on long-term debt ( 1,481 ) ( 1,500 ) Common stock repurchase program ( 57,389 ) ( 25,000 ) Payments for business acquisition related contingent consideration ( 20,121 ) ( 13,230 ) Payment of taxes on shares withheld for employee taxes ( 3,339 ) ( 4,960 ) Net cash used in financing activities ( 82,330 ) ( 44,690 ) Effect of foreign exchange rate on cash and cash equivalents 384 5,314 Net decrease in cash and cash equivalents ( 5,254 ) ( 16,917 ) 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 Cash paid for interest $ 9,717 $ 9,300 Cash paid for taxes $ 12,137 $ 6,039 Supplemental schedule of noncash investing and financing activities Stock issuance or establish liabilities related to business acquisition contingent consideration $ 8,623 $ 5,670 The accompanying notes are an integral part of the condensed consolidated financial statements. 13 CERTARA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) 1. Description of Business Certara, Inc. and its wholly-owned subsidiaries (together, the “Company”) deliver software products and technology-driven services to customers to efficiently carry out and realize the full benefits of biosimulation in drug discovery, preclinical and clinical research, regulatory submissions and market access. The Company is a global leader in biosimulation, and the Company’s biosimulation software and technology-driven services help optimize, streamline, or even waive certain clinical trials to accelerate programs, reduce costs, and increase the probability of success. The Company’s regulatory science and market access software and services are underpinned by technologies such as regulatory submissions software, natural language processing, and Bayesian analytics. When combined, these solutions allow the Company to offer customers end-to-end support across the entire product life cycle. The Company has operations in the United States, Australia, Canada, China, Egypt, France, Germany, Hungary, India, Italy, Japan, Luxembourg, Netherlands, Philippines, Poland, Portugal, Spain, Switzerland, and the United Kingdom. 2. Summary of Significant Accounting Policies There have been no changes other than what is discussed herein to the Company’s significant accounting policies as compared to the significant accounting policies described in Note 2. “Summary of Significant Accounting Policies” to the Company’s audited consolidated financial statements included in the Company’s 2025 Annual Report. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as of and for the year ended December 31, 2025. (a) Basis of Presentation and Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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 and goodwill. 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 14 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 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. GAAP. 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. GAAP. 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. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2025 audited consolidated financial statements and notes thereto. 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. (c) Recently Adopted or Issued Accounting Standards 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 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. Early adoption is permitted. In January 2025, the FASB also issued ASU 2025-01 to clarify the effective date. The Company is currently evaluating the impact of the ASU on the disclosures within its consolidated financial statements. 15 In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. 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. 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 The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (e) Fair Value Measurements The Company follows FASB Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements” (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and requires certain disclosures about fair value measurements. 16 ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the most advantageous market for the asset or liability in an orderly transaction. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical securities as of the reporting date; Level 2 — Inputs to the valuation methodology are other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk etc. as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the securities and the reporting entity makes estimates and assumptions relating to the pricing of the securities including assumptions regarding risk. If the inputs used to measure fair value fall at different levels of the fair value hierarchy, the hierarchy is based on the lowest level of input that is significant to the fair value measurement. For the acquisitions noted in Note 4, the fair value measurement methods used to estimate the fair value of the assets acquired and liabilities assumed at the acquisition dates utilized a number of significant unobservable inputs of Level 3 assumptions. These assumptions included, among other things, projections of future operating results, implied fair value of assets using an income approach by preparing a discounted cash flow analysis, and other subjective assumptions. Interest rate swaps are valued in the market using discounted cash flows techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flows’ calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative instrument valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy. Contingent liabilities related to acquisitions are measured at fair value using Level 3 unobservable inputs. 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. 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. Significant inputs used in the fair value measurement of contingent consideration include: 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. 17 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 (In thousands) Assets Money market funds $ 103,702 $ — $ — $ 103,702 Interest rate swap assets — 1,878 — 1,878 Total assets $ 103,702 $ 1,878 $ — $ 105,580 Liabilities Contingent liabilities $ — $ — $ — $ — Interest rate swap liabilities — — — — Total liabilities $ — $ — $ — $ — 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 December 31, 2025: LEVEL 1 LEVEL2 LEVEL 3 TOTAL (In thousands) Assets Money market funds $ 82,496 $ — $ — $ 82,496 Total assets $ 82,496 $ — $ — $ 82,496 Liabilities Contingent liabilities $ — $ — $ 21,515 $ 21,515 Interest rate swap liabilities 2,322 — 2,322 Total liabilities $ — $ 2,322 $ 21,515 $ 23,837 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. JUNE 30, 2026 (In thousands) Beginning balance at December 31, 2025 $ 21,515 Additions 7,230 Transfers out of level 3 (to non–fair value liability) ( 28,745 ) Ending balance at June 30, 2026 $ — For more information regarding fair value measurements and the fair value hierarchy, see Note 2. “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in the Company’s 2025 Annual Report. 18 (f) Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased. 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 Accounts receivable include current outstanding invoices billed to customers. Invoices are typically issued with net 30 days to net 90 days terms upon delivery of the product or upon achievement of billable events for service-based contracts. Unbilled receivables relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Unbilled receivables are billed and transferred to customer accounts receivable when the rights become unconditional. 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 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 $ 1,940 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: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Trade receivables $ 81,058 $ 94,556 Unbilled receivables 14,056 9,180 Other receivables 7,585 73 Allowances for credit losses ( 1,940 ) ( 2,235 ) Accounts receivable, net $ 100,759 $ 101,574 The following table presents the information regarding the allowance for credit losses: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Beginning balance $ 2,235 $ 2,164 Provision for credit losses ( 22 ) 1,144 Charge-offs, net of recoveries ( 273 ) ( 1,073 ) Ending balance of allowances for credit losses $ 1,940 $ 2,235 (h) Derivative Instruments 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 19 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 objective of managing exposure to market risk is to limit its impact on cash flows. To qualify for hedge accounting, the interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and be expected to remain, probable of occurring in accordance with the related assertions. FASB ASC 815, “Derivatives and Hedging,” requires the Company to recognize all derivatives on the balance sheet at fair value. The Company may enter into derivative contracts such as interest rate swap contracts that effectively convert portions of the Company’s floating rate debt to a fixed rate, which serves to mitigate interest rate risk. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. 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 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 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 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. The Company records derivatives at fair value on its condensed consolidated balance sheets. Changes in the fair value of derivatives designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss). 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 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: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Notional amounts $ 230,000 $ 230,000 Prepaid expenses and other current assets $ 729 $ — Other long-term assets $ 1,149 $ — Other current liabilities $ — $ 533 Other long-term liabilities $ — $ 1,789 20 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 $ 729 . (i) Revenue Recognition In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company determines revenue recognition through the following steps: i. Identification of the contract, or contracts, with a customer ii. Identification of the performance obligations in the contract iii. Determination of the transaction price iv. Allocation of the transaction price to the performance obligations in the contract v. Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue consists of fees for perpetual and term licenses for its software products, post-contract customer support (referred to as maintenance), software as a service (“SaaS”), and professional services including training and other revenue. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The following describes the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its customers. Software Licenses Software license revenue consists primarily of sales of software licenses downloaded and installed by our customers on their own hardware. The license period is generally one year or less and includes an insignificant amount of customer support to assist the customer with the software. Software license performance obligations are generally recognized upfront at the point in time when the software license has been delivered. Software as a Service (SaaS) Revenues SaaS revenues consist of subscription fees for access to, and related support for, the Company’s cloud-based solutions. The Company typically invoices subscription fees in advance in annual installments. The invoice is initially deferred and revenue is recognized ratably over the life of the contract. The Company’s software contracts do not typically include variable consideration or options for future purchases that would not be similar to the original goods. Software Service Maintenance services agreements on perpetual software consist of fees for providing software updates and for providing technical support for software products for a specified term. Revenue allocated to maintenance services is recognized ratably over the contract term beginning on the delivery date of each offering. Maintenance contracts generally have a term of one year . 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 21 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, or any combination of the two. The Company’s professional services contracts are either time-and-materials or fixed fee. Service revenues are generally recognized over time as the services are performed. Generally, these services are delivered to customers electronically. Revenue from time-and-material contracts is recognized on an output basis as labor hours are delivered and/or direct expenses are incurred. Revenues for fixed-price services are generally recognized over time by applying input methods to estimate progress to completion. Accordingly, the number of resources being paid for and the varying lengths of time they are being paid for determine the measure of progress. Arrangements with Multiple Performance Obligations For contracts with multiple performance obligations, such as a software license plus software training, implementation, and/or maintenance/support, or in contracts where there are multiple software licenses, the Company determines if the products or services are distinct and allocates the consideration to each distinct performance obligation on a relative standalone selling price basis. The delivery of a particular type of software and each of the user licenses would be one performance obligation. Additionally, any training, implementation, or support and maintenance promises sold as part of the software license agreement would be considered separate performance obligations, as those promises are distinct and separately identifiable from the software licenses. The payment terms in these arrangements are less than one year such that there is no significant financing component. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (deferred revenue, contract liabilities) on the condensed consolidated balance sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., quarterly or monthly) or upon achievement of contractual milestones. 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. 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 . The Company records the amounts collected in advance of the satisfaction of performance obligations, usually over time, as a contract liability or deferred revenue. Invoiced amounts for non-cancelable services starting in future periods are included in contract assets and deferred revenue. 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. 22 Contract balances at June 30, 2026, December 31, 2025 and 2024 were as follows: JUNE 30, 2026 DECEMBER 31, 2025 DECEMBER 31, 2024 (In thousands) Contract assets $ 14,056 $ 9,180 $ 10,953 Contract liabilities $ 80,045 $ 77,748 $ 78,849 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. Deferred Contract Acquisition Costs Under ASC Topic 606, sales commissions paid to the sales force and the related employer payroll taxes, collectively deferred contract acquisition costs, are considered incremental and recoverable costs of obtaining a contract with a customer. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. The costs capitalized are primarily sales commissions for our sales force personnel. 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. 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 The Company receives grant funding for certain specific projects from time to time. These grants specify the funds provided are to be used exclusively to satisfy the deliverables outlined in the grant agreements. If, under these agreements, both involved parties receive and sacrifice approximately commensurate value, they are accounted for as exchange transactions, and revenue is recognized according to ASC Topic 606. The grant funding is generally provided near contract inception, so a contract liability is initially recorded and revenue is recognized as the performance obligations are satisfied over time. If these agreements involve one party nonreciprocally transferring value to another, and any benefit to the transferor is incidental to the potential public benefits, they are accounted for as contribution transactions, and revenue is recognized in accordance with ASC Topic 958. 23 Sources and Timing of Revenue The Company’s performance obligations are satisfied either over time or at a point in time. 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 JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 (In thousands) Software licenses transferred at a point in time $ 18,580 $ 18,714 $ 40,104 $ 38,577 Software licenses transferred over time 30,215 27,981 58,418 54,487 Service revenues earned over time 44,476 45,661 88,841 91,391 Total $ 93,271 $ 92,356 $ 187,363 $ 184,455 (j) Goodwill 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. 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. 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 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. Diluted shares are calculated under the treasury stock method. Diluted earnings per share is calculated by dividing the net earnings attributable to stockholders by the weighted-average number of shares and dilutive securities outstanding during the period. 3. Concentrations of Credit Risk 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 24 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 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. 4. 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. 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. 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. 25 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 JUNE 30, 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) Assets 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 Liabilities 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 26 5. Prepaid Expenses and Other Current Assets and Other Long-Term Assets Prepaid expense and other current assets at June 30, 2026 and December 31, 2025 consisted of the following: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Prepaid expenses $ 11,384 $ 8,020 Income tax receivable 4,668 5,388 Research and development tax credit receivable 8,474 7,352 Current portion of interest rate swap asset 729 — Other current assets 2,034 1,127 Prepaid expenses and other current assets $ 27,289 $ 21,887 Other long-term assets at June 30, 2026 and December 31, 2025 consisted of the following: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Long-term deposits $ 949 $ 1,024 Interest rate swap asset - long-term 1,149 — Deferred financing cost 442 485 Total other long-term assets $ 2,540 $ 1,509 6. Long-Term Debt and Revolving Line of Credit 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 “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. assets and stock pledges for the non-U.S. 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 27 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 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 $ 4,766 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: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Term loans $ 294,028 $ 295,509 Revolving line of credit — — Less: debt issuance costs ( 2,189 ) ( 2,415 ) Total 291,839 293,094 Current portion of long-term debt ( 2,963 ) ( 2,963 ) 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 June 30, 2026 matures in the following years: Remainder of 2026 2027 2028 2029 2030 Thereafter TOTAL (In thousands) Maturities $ 1,481 $ 2,963 $ 2,963 $ 2,963 $ 2,963 $ 280,695 $ 294,028 The Credit Agreements require the Company to make an annual mandatory prepayment as it relates to the Company’s Excess Cash Flow calculation. 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 28 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. 7. Leases The Company leases certain office facilities and equipment under non-cancelable operating leases with remaining terms ranging from less than one to nine years . Operating lease ROU assets are included in other assets. 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 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 June 30, 2026 and December 31, 2025: Lease Position Balance Sheet Classification JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Assets Operating lease assets Operating lease right-of-use assets $ 8,952 $ 11,840 Total lease assets $ 8,952 $ 11,840 Liabilities Current Operating Other current liabilities $ 3,161 $ 3,832 Noncurrent Operating Operating lease liabilities, net of current portion 6,945 8,438 Total lease liabilities $ 10,106 $ 12,270 29 The following table summarizes by year the maturities of our minimum lease payments as of June 30, 2026: OPERATING LEASES (In thousands) Remainder of 2026 $ 1,995 2027 2,841 2028 1,330 2029 1,176 2030 1,098 Thereafter 4,105 Total future lease payments 12,545 Less: imputed interest ( 2,439 ) Total $ 10,106 8. Accrued Expenses and Other Liabilities Accrued expenses consist of the following: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Accrued compensation $ 21,196 $ 36,452 Legal and professional accruals 7,006 5,608 Interest payable 53 54 Income taxes payable 6,482 ( 5,521 ) Short-term contingent consideration liabilities 464 21,979 Other 1,010 1,086 Total accrued expenses $ 36,211 $ 59,658 Other long-term liabilities consist of the following: JUNE 30, 2026 DECEMBER 31, 2025 (In thousands) Uncertain tax position liability $ 3,412 $ 3,328 Derivative liabilities - long-term — 1,789 Total other long-term liabilities $ 3,412 $ 5,117 30 9. Equity-Based Compensation The Company’s equity-based compensation programs are intended to attract, retain and provide incentives for employees, officers, and directors. The Company has the following stock-based compensation plans and programs. Restricted Stock The majority of the Company’s restricted stock awarded to its employees was originally issued on December 10, 2020 in exchange for the Class B Profits Interest Unit (the “Class B Units”) of EQT Avatar Parent LP, which was the former parent of the Company. 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. 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 $ 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 $ 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. In order to align the Company’s equity compensation program with public company practices, the Company’s Board of Directors adopted and stockholders approved the 2020 Incentive Plan. The 2020 Incentive Plan allows for grants of non-qualified stock options, incentive stock options, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to employees, directors, officers, and consultants or advisors of the Company. The 2020 Incentive Plan allows for 20,000,000 shares (the “plan share reserve”) of common stock to be issued. No more than the number of shares of common stock equal to the plan share reserve may be issued in aggregate pursuant to the exercise of incentive stock options. 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 ("RSUs") RSUs represent the right to receive shares of the Company’s common stock at a specified date in the future. The fair value of the RSUs is based on the fair value of the underlying shares on the date of grant. 31 A summary of the Company’s RSU activity is as follows: UNITS WEIGHTED- AVERAGE GRANT DATE FAIR VALUE Non-vested RSUs as of December 31, 2025 3,358,181 $ 14.48 Granted 2,582,605 5.13 Vested* ( 1,550,700 ) 15.59 Forfeited ( 254,321 ) 12.88 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. 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. 32 A summary of the Company’s PSU activity for the period ended June 30, 2026 is as follows: UNITS WEIGHTED- AVERAGE GRANT DATE FAIR VALUE Non-vested PSUs as of December 31, 2025 1,194,188 $ 13.05 Granted 1,648,576 3.11 Vested — — Forfeited ( 17,495 ) 8.25 Cancelled* ( 200,263 ) 25.26 Non-vested PSUs as of June 30, 2026 2,625,006 $ 5.91 __________________________________ * 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 JUNE 30, 2026 2025 2026 2025 (In thousands) Cost of revenues $ 1,780 $ 2,464 $ 4,778 $ 5,598 Sales and marketing 730 1,056 1,722 1,890 Research and development 673 668 1,732 1,601 General and administrative 2,911 4,057 5,182 6,226 Total $ 6,094 $ 8,245 $ 13,414 $ 15,315 10. Commitments and Contingencies Contingent consideration In connection with certain of the Company's business acquisitions, the Company is required to pay additional consideration if the acquired businesses achieve certain eligible revenue thresholds for certain periods. 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 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. 33 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 June 30, 2026. Assurance-type warranty The Company includes an assurance commitment warranting that the application software products will perform in accordance with written user documentation and the agreements negotiated with customers. Since the Company does not customize its application software, warranty costs have historically been insignificant and expensed as incurred. For information related to commitments for future minimum lease payments, please see Note 7. "Leases" . 11. Segment Data Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that its Chief Executive Officer (“CEO”) is its CODM. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. The Company’s CODM allocates resources and assesses performance based upon financial information at the consolidated level. The accounting policies of the Company's single segment are the same as those described in the summary of significant accounting policies. The inter-companies balances and transactions are eliminated. As the Company operates and reports in a single reportable segment, the Company's CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM uses net income and other performance indicators to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions. Net income is also used to monitor budget versus actual results. The Company manages the business activities on a consolidated basis. The Company's operating segment provides technology-enabled services and software products to its customers. The Company’s revenue consists of fees for its software products and services. The revenue is primarily generated from Americas. See item (i) - Revenue recognition under Note 2. “Summary of Significant Accounting Policies", for a description of the Company’s revenue categories. 34 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 JUNE 30, 2026 2025 2026 2025 (In thousands) Revenue(1): Americas $ 62,110 $ 63,128 $ 122,255 $ 124,534 EMEA 20,701 21,125 46,256 43,966 Asia Pacific 10,460 8,103 18,852 15,955 Total $ 93,271 $ 92,356 $ 187,363 $ 184,455 ___________________________________ (1) Revenue is attributable to the countries based on the location of the customer. The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses. THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 (In thousands) Revenues $ 93,271 $ 92,356 $ 187,363 $ 184,455 Less: Employee expense-non equity 55,993 53,979 111,368 107,194 Equity-based compensation expense 6,094 8,245 13,414 15,315 Equipment and software expense 4,919 4,251 9,552 7,809 Direct cost of revenues 2,082 1,972 4,006 3,689 Professional services expense 8,447 6,650 15,662 13,266 Change in fair value of contingent consideration — ( 5,722 ) 7,230 ( 5,901 ) Depreciation and amortization 16,329 15,733 32,342 31,271 Other segment expense (income)* 808 ( 1,924 ) 153 ( 3,380 ) Interest expense 4,987 4,802 9,928 9,608 Income tax expense (benefit) ( 307 ) 2,874 1,614 2,583 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) 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. 35 12. Income Taxes The Company generally records its interim tax provision based upon a projection of the Company's estimated annual effective tax rate ("EAETR"). This EAETR is applied to the year-to-date consolidated pre-tax income to determine the interim provision for income taxes before discrete items. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings, permanent differences, adjustments to the valuation allowances, and discrete items. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors. 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. 13. Earnings per Share Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding for the period. 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 JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 (In thousands, except per share and share data) 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 from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02 Diluted earnings per share 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 Dilutive potential common shares — 932,945 — 645,088 Diluted weighted-average common shares outstanding 154,356,779 161,849,002 156,046,326 161,601,024 Diluted earnings per common share from continuing operations $ ( 0.04 ) $ 0.01 $ ( 0.11 ) $ 0.02 __________________________________ (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 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. 36 14. Subsequent Event 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.