Item 5. Other Information
Item 5. Other Information
Trading Plans
Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them.
On June 4, 2026 , Leif Pedersen , our President, Chief Commercial Officer, adopted a Rule 10b5-1 trading plan. The plan provides for the potential sale, on the dates and prices set forth in the plan, of up to 36,066 shares of our common stock from September 2, 2026 through September 4, 2026 . The plan is intended to satisfy the affirmative defense requirements of Rule 10b5-1(c) under the Exchange Act.
Item 6. Exhibits
See Exhibit Index.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Exhibit Title Form File No. Exhibit Filing Date
2.1 Agreement and Plan of Merger dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder
8 - K 001-39799 2.1 8/05/2021
2.2 Purchase Agreement dated as of April 21, 2026, by and among Certara, Inc., Veristat, LLC and certain of its affiliates
3.1 Amended and Restated Certificate of Incorporation of Certara, Inc.
S-8 333-251368 4.1 12/15/2020
3.2 Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc.
10-K 001-39799 3.2 2/26/2025
3.3 Second Amended and Restated Bylaws of Certara, Inc.
10-Q 001-39799 3.3 8/6/2025
10.1* Certara - 2025 PSU Grant (Resnick)
10.2* Certara - 2025 RSU Grant (Resnick)
10.3* Certara - 2026 PSU Grant (Resnick)
10.4* Certara - 2026 RSU Grant (Resnick)
10.5* Certara - Make Whole RSU Grant (Resnick)
10.6* Certara - Executive 2026 Standard RSU Grant
10.7* Certara - Executive 2026 Standard PSU Grant
31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+ Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2+ Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS XBRL Instance Document –the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
___________________________________
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+ This certification is deemed not filed for purpose of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act or the Exchange Act.
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CERTARA, INC.
Date: August 4, 2026
By: /s/ JON RESNICK
Name: Jon Resnick
Title: Chief Executive Officer
(Principal Executive Officer)
Date: August 4, 2026
By: /s/ FAIZ MOHAMMED
Name: Faiz Mohammed
Title: Interim Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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