CERT / Certara, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2026 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2026 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Certara Reports First Quarter 2026 Financial Results Updates 2026 Guidance to reflect completed divestiture of Regulatory Writing and Medical Writing Business

Exhibit 99.1 Certara Reports First Quarter 2026 Financial Results Updates 2026 Guidance to reflect completed divestiture of Regulatory Writing and Medical Writing Business RADNOR, PA — May 11, 2026 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its first quarter 2026 financial results. First Quarter Highlights: •Revenue was $106.9 million, compar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Certara Enters Definitive Agreement for the Sale of its Regulatory and Medical Writing Business to Veristat Transaction sharpens focus on Model-Informed Drug Development (MIDD) and Clinical Intelligence Updated 2026 guidance to be provided upon trans

Exhibit 99.1 Certara Enters Definitive Agreement for the Sale of its Regulatory and Medical Writing Business to Veristat Transaction sharpens focus on Model-Informed Drug Development (MIDD) and Clinical Intelligence Updated 2026 guidance to be provided upon transaction close RADNOR, Pa., April 22, 2026 – Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today announ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39799 Certara, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2026 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2026 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Certara, Inc. Executive Officer Severance Policy

Exhibit 10.28 Certara, Inc. Executive Officer Severance Policy The Company hereby adopts this Certara, Inc. Executive Officer Severance Policy (“Severance Policy”) with respect to any Qualifying Termination of an Executive Officer occurring on or after the Effective Date. Capitalized terms used herein have the meanings assigned to such terms under Exhibit A hereto. In the event of an Executive Off

SEPARATION AND CONSULTING AGREEMENT

Exhibit 10.19 Execution Version SEPARATION AND CONSULTING AGREEMENT As used in this Separation and Consulting Agreement (this “Agreement”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39

EMPLOYMENT AGREEMENT

Exhibit 10.18 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of December, 2025 (the “Agreement Date”), by and between Certara, Inc., a Delaware corporation (the “Company”), and Jon Resnick (“Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying th

CERTARA, INC. INSIDER TRADING POLICY

Exhibit 19.1 CERTARA, INC. INSIDER TRADING POLICY This Insider Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Certain Limited Exceptions 5.0 Pre-clearance of Trades and Other Procedures 6.0 10b5-1 Trading Plans, Hedging, Margin Accounts and Pledges 7.0 Potential Criminal and Civil Liability and/or Disciplinary Action 8.0 Broker Re

EMPLOYMENT AGREEMENT

Exhibit 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 21th day of January, 2025, by and between Certara, Inc., a Delaware corporation (the “Company”) and Adrian McKemey (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 Certara, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware Applied BioMath, LLC Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Brasil Software Ltda. Bra

Exhibit 21.1 Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware Applied BioMath, LLC Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Brasil Software Ltda. Brazil Certara Canada Corporation Canada Certara France S.a.r.l. France Certara Germany GmbH Germany Certara G.K. Japan Certara Holdco, Inc.

Certara Reports Fourth Quarter 2025 Financial Results; Provides Full Year 2026 Guidance FY 2025 Revenue of $418.8M (9% growth) and Adj. EBITDA of $134.5M (10% growth) Fourth Quarter Revenue of $103.6M (3% growth) and Adj. EBITDA of $32.5M (-3% declin

Exhibit 99.1 Certara Reports Fourth Quarter 2025 Financial Results; Provides Full Year 2026 Guidance FY 2025 Revenue of $418.8M (9% growth) and Adj. EBITDA of $134.5M (10% growth) Fourth Quarter Revenue of $103.6M (3% growth) and Adj. EBITDA of $32.5M (-3% decline) FY 2026 Revenue Growth of 0-4% FY 2026 Adjusted EBITDA Margin of 30-32% FY 2026 Adjusted Diluted EPS of $0.44-$0.48 RADNOR, PA— Februa

/s/ JON RESNICK

EXHIBIT 24.1 Signatures Pursuant to the requirements of Section 13 or 15(d) 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: February 26, 2026 By: /s/ JON RESNICK Name: Jon Resnick Title: Chief Executive Officer (Principal Executive Officer) Date: February 26, 2026 By: /s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2025 Certara, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Certara Appoints Jon Resnick as Chief Executive Officer Resnick brings decades of leadership experience in health sciences, business operations, strategy, innovation and commercial growth William Feehery to step down as CEO on December 31, 2025 Compa

Exhibit 99.1 Certara Appoints Jon Resnick as Chief Executive Officer Resnick brings decades of leadership experience in health sciences, business operations, strategy, innovation and commercial growth William Feehery to step down as CEO on December 31, 2025 Company reaffirms full year 2025 financial outlook RADNOR, PA – December 11, 2025 – Certara, Inc. (Nasdaq: CERT), a global leader in model-inf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Certara Reports Third Quarter 2025 Financial Results Updates Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports Third Quarter 2025 Financial Results Updates Full Year 2025 Financial Guidance RADNOR, PA— November 6, 2025- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the third quarter of fiscal year 2025. Third Quarter Highlights: • Revenue was $104.6 million, compared to $94.8 million in the third quart

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Certara, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 Certara, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

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Exhibit 10.1 SIXTH AMENDMENT, dated as of October 16, 2025 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, by the Second Amendment thereto, dated as of April 3, 2018, by the Third Amendment thereto, dated as of June 17, 2021, by the LIBOR Transition Amendment thereto, dated as of June 26, 2023, by the

144

144 0001559712 XXXXXXXX LIVE 0001827090 Certara, Inc. 001-39799 4 RADNOR CORPORATE CENTER, SUITE 350 RADNOR PA 19087 (415) 237-8272 Pedersen Leif E Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 51224 559303.56 160623580 09/09/2025 NASDAQ Common 09/09/2020 Restricted Stock Vesting Issuer N 51224 09/09/2020 Compensation Y 09/09/2025 03/05/2025 /s/ Jennifer Rucht

Second Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United St

Certara Reports Second Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance RADNOR, PA— August 6, 2025- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the second quarter of fiscal year 2025. Second Quarter Highlights: • Revenue was $104.6 million, compared to $93.3 million in the second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Certara Reports First Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2025 Financial Results Reiterates Full Year 2025 Financial Guidance RADNOR, PA— May 5, 2025- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the first quarter of fiscal year 2025. First Quarter Highlights: • Revenue was $106.0 million, compared to $96.7 million in the first quarter

Certara Reports Preliminary First Quarter 2025 Financial Results; Announces $100 Million Share Repurchase Authorization Reiterates Full-Year 2025 Guidance Arsenal Capital Partners agrees to a one-year lock-up

Exhibit 99.1 Certara Reports Preliminary First Quarter 2025 Financial Results; Announces $100 Million Share Repurchase Authorization Reiterates Full-Year 2025 Guidance Arsenal Capital Partners agrees to a one-year lock-up RADNOR, PA — April 14, 2025 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today announced expected revenue and bookings for the first quarte

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No. 1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc. and Arsenal Saturn Holdings LP.

Amendment No. 1 to the Letter Agreement This Amendment No. 1 to the Letter Agreement (this “Amendment No. 1”), dated as of April 14, 2025, is made by and among Certara, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), and Arsenal Saturn Holdings LP, a Delaware limited partnership (the “Arsenal Party”), and amends that certain Letter Agreement, dated

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39799 Certara, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Subsidiaries of the Registrant

Exhibit 21.1 Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware Applied BioMath, LLC Delaware BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Brasil Software Ltda. Brazil Certara Canada Corporation Canada Certara France S.a.r.l. France Certara Germany GmbH Germany Certara G.K. Ja

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Insider Trading Policy

Exhibit 19.01 CERTARA, INC. INSIDER TRADING POLICY This Insider Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Certain Exceptions 5.0 Pre-clearance of Trades and Other Procedures 6.0 10b5-1 Trading Plans/Margin Accounts and Pledges/Short Sales 7.0 Potential Criminal and Civil Liability and/or Disciplinary Action 8.0 Broker Require

Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 3.2 CERTIFICATE OF CORRECTION TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERTARA, INC. Certara, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is Certara, Inc. 2. An Amended and Restated Certificate of Incorporation of the Corpora

Power of Attorney (included in the signature page to this Annual Report)

EXHIBIT 24.1 Signatures Pursuant to the requirements of Section 13 or 15(d) 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: February 26, 2025 By: /s/ WILLIAM F. FEEHERY Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: February 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39

Certara Reports Fourth Quarter 2024 Financial Results Issues Full Year 2025 Financial Guidance

Exhibit 99.1 Certara Reports Fourth Quarter 2024 Financial Results Issues Full Year 2025 Financial Guidance RADNOR, PA - February 26, 2025 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the fourth quarter and full year 2024. Fourth Quarter Highlights: •Revenue was $100.4 million, compared to $88.0 million in the fourth q

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Certara Reports Preliminary Fourth Quarter and Full Year 2024 Financial Results Full-Year 2024 Revenue of $384.4 million, Bookings of $445.3 million Confirms Adjusted EBITDA within Guidance Range of $120 million to $124 million

Certara Reports Preliminary Fourth Quarter and Full Year 2024 Financial Results Full-Year 2024 Revenue of $384.

LETTER

December 20, 2024 William F. Feehery Chief Executive Officer Certara, Inc. 4 Radnor Corporate Center, Suite 350 Radnor, PA 19087 Re: Certara, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Dear William F. Feehery: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

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December 16, 2024 Amanda Kim Stephen Krikorian Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.

LETTER

December 5, 2024 William F. Feehery Chief Executive Officer Certara, Inc. 4 Radnor Corporate Center, Suite 350 Radnor, PA 19087 Re: Certara, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Dear William F. Feehery: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business day

CERT / Certara, Inc. / WASATCH ADVISORS INC Passive Investment

SC 13G 1 cert1124.txt SCHEDULE 13G Amendment No. Name of Issuer: Certara, Inc. Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Item 1: Reporting Person: Wasatch Advisors LP 87-0319391 Item 2: Check Box If Member of Group: Not Applicable Item 3: SEC Use Item 4: Place of Organization: Utah Items 5-8: Number of Shares Owned With: Item 5: Sole Voting Power: 9,015,941 Item 6: Shared

Certara Reports Third Quarter 2024 Financial Results Updates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Third Quarter 2024 Financial Results Updates Full Year 2024 Financial Guidance RADNOR, PA — November 6, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the third quarter of fiscal year 2024. Third Quarter Highlights: •Revenue was $94.8 million, compared to $85.6 million in the third quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

CERT / Certara, Inc. / BAILLIE GIFFORD & CO Passive Investment

SC 13G/A 1 Certara30092024.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc. (Amendment No.3) - (Name of Issuer) Common Stock - (Title of Class of Securities) 15687V109 - (CUSIP Number) 30 September 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

Certara Reports Second Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance RADNOR, PA — August 6, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today reported its financial results for the second quarter of fiscal year 2024. Second Quarter Highlights: • Revenue was $93.3 million, compared to $90.5 million in the second

Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Certara, Inc. * * * * * * * The present name of the corporation is Certara, Inc. (the “Corporation”). The Corporation was incorporated under the name “EQT Avatar Topco, Inc.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 27, 2017. This Amended and

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Amended and Restated Bylaws of Certara, Inc. (marked to show changes from the prior version)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01       Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other pla

Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CERTARA, INC. * * * * * ARTICLE I Offices SECTION 1.01       Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other pla

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Certara to Acquire Chemaxon to Strengthen Drug Discovery Software Portfolio Combined organization brings broader predictive capabilities to drug discovery at scale Reiterates full year 2024 guidance

Exhibit 99.1 Certara to Acquire Chemaxon to Strengthen Drug Discovery Software Portfolio Combined organization brings broader predictive capabilities to drug discovery at scale Reiterates full year 2024 guidance Radnor, PA – July 9, 2024 - Certara, Inc. (Nasdaq: CERT), a global leader in model-informed drug development, today announced it has signed a definitive agreement to acquire Chemaxon, a le

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Fifth Amendment, dated as of June 26, 2024, to the Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc. Bank of America, N.A., as Administrative Agent for the lenders from time to time party thereto and collateral agent for the secured parties thereunder.

Exhibit 10.1 [EXECUTION VERSION]      FIFTH AMENDMENT, dated as of June 26, 2024 (this “Agreement”), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, by the Second Amendment thereto, dated as of April 3, 2018, by the Third Amendment thereto, dated as of June 17, 2021, by the LIBOR Transition Amendment thereto, dated as of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Exhibit 10.1 - 2024 PSU Grant Agreement

Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Certara Reports First Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2024 Financial Results Reiterates Full Year 2024 Financial Guidance PRINCETON, N.J.— May 7, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2024. First Quarter Highlights: • Revenue was $96.7 million, compared to $90.3 million in the first quarter of 2023, repr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39799 Certara, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Power of Attorney (included in the signature page to this Annual Report)

EXHIBIT 24.1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: February 29, 2024 By: /s/ WILLIAM F. FEEHERY Name: William F. Feehery Title: Chief Executive Officer (Principal Executive Officer) Date: February 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Certara Reports Fourth Quarter 2023 Financial Results Provides Full Year 2024 Financial Guidance

Exhibit 99.1 Certara Reports Fourth Quarter 2023 Financial Results Provides Full Year 2024 Financial Guidance PRINCETON, N.J.— February 29, 2024- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter of fiscal year 2023. Fourth Quarter Highlights: •Revenue was $88.0 million, compared to $86.6 million in the fourth quarter of 202

Subsidiaries of the Registrant

Exhibit 21.1 Certara, Inc. Subsidiaries Subsidiary State/Jurisdiction of Formation Analytica LA-SER International, Inc. Delaware BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Canada Corporation Canada Certara France S.a.r.l. France Certara Germany GmbH Germany Certara G.K. Japan Certara Holdco, Inc. Delaware Certara Holding, Inc. Delaware Ce

Clawback Policy Effective December 1, 2023

Exhibit 10.30 CERTARA, INC. INCENTIVE COMPENSATION CLAWBACK POLICY A.INTRODUCTION In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”) andSection 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (“Rule 10D-1”), the Board of Directors (the “Board”) of Certara, Inc. (the “Company”) has adopted this Incentive Compensation Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

CERT / Certara, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0575-certarainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Certara Inc Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur

CERT / Certara, Inc. / BAILLIE GIFFORD & CO Passive Investment

SC 13G/A 1 Certara29122023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc. (Amendment No.2) - (Name of Issuer) Common Stock - (Title of Class of Securities) 15687V109 - (CUSIP Number) 29 December 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

CERT / Certara, Inc. / BlackRock Inc. Passive Investment

SC 13G 1 us15687v1098012524.txt us15687v1098012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Certara, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 15687V109 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

Certara Reports Third Quarter 2023 Financial Results Reiterates Full Year 2023 Financial Guidance

Exhibit 99.1 Certara Reports Third Quarter 2023 Financial Results Reiterates Full Year 2023 Financial Guidance PRINCETON, N.J.— November 8, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2023. Third Quarter Highlights: •Revenue was $85.6 million, compared to $84.7 million in the third quarter of 2022,

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

EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of November, 2023, by and between Certara, Inc., a Delaware corporation (the “Company”) and John Gallagher (the “Executive”). W I T N E S S E T H : WHEREAS, the Company and Executive entered into an Employment Agreement, dated February

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

LIBOR Transition Amendment.

certara-libortransitiona [EXECUTION VERSION] [[6072300]] LIBOR TRANSITION AMENDMENT THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of June 26, 2023 (the “Amendment Effective Date”), is entered into among CERTARA HOLDCO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Certara Reports Second Quarter 2023 Financial Results Provides Update to Full Year 2023 Financial Guidance

Exhibit 99.1 Certara Reports Second Quarter 2023 Financial Results Provides Update to Full Year 2023 Financial Guidance PRINCETON, N.J.— August 9, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2023. Second Quarter Highlights: •Revenue was $90.5 million, compared to $82.8 million in the second quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

Certara Reports First Quarter 2023 Financial Results Reiterates 2023 Financial Guidance

Exhibit 99.1 Certara Reports First Quarter 2023 Financial Results Reiterates 2023 Financial Guidance PRINCETON, N.J.— May 8, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2023. First Quarter Highlights: ● Revenue was $90.3 million, compared to $81.6 million in the first quarter of 2022, representing g

orm of PSU Grant and Award Agreement (2023 Grants) **

Exhibit 10.3 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Plan, as it may be amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Certara, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number)

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

Exhibit 10.2 Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Plan, as it may be amend

Employment agreement, dated February 26, 2023 between Certara Inc. and John Gallagher

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of February, 2023, by and between Certara, Inc., a Delaware corporation (the “Company”) and John Gallagher (the “Executive”). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Ex

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Certara, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation or Organization Analytica LA-SER International, Inc. Delaware ANSER Europe Limited United Kingdom AUTHOR! et al, B.V. Netherlands BaseCase, Inc. Delaware BioMedCom Consultants, Inc. Canada Certara Australia Pty Ltd Australia Certara Canada Corporation Canada Certara Coöperatief U.A. Netherlands Certara France S.a.

Certara Reports Fourth Quarter and Full Year 2022 Financial Results Annual Revenue Grows 17% on a Reported Basis and 20% at Constant Currency

Exhibit 99.1 Certara Reports Fourth Quarter and Full Year 2022 Financial Results Annual Revenue Grows 17% on a Reported Basis and 20% at Constant Currency PRINCETON, N.J.— March 1, 2023- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter and full year of 2022 and issued guidance for 2023. Fourth Quarter Highlights: ● Revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Employment Agreement, dated as of September 2, 2016, between D3 MEDICINE LLC, Certara USA, Inc. and Patrick Smith

Exhibit. 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between D3 MEDICINE LLC (the “Company”), and Patrick Smith (the “Executive”). WHEREAS, the Company has entered into the Membership Interest Purchase Agreement, dated as of September 2, 2016 (the “Purchase Agreement”) among Certara USA, Inc., the Company and the Sellers listed on Exhibit

CERTARA ANNOUNCES TRANSITION PLAN FOR CHIEF FINANCIAL OFFICER

Exhibit 99.1 CERTARA ANNOUNCES TRANSITION PLAN FOR CHIEF FINANCIAL OFFICER PRINCETON, N.J. – March 1, 2023 – Certara, Inc. (Nasdaq: CERT), announced today that John Gallagher will succeed Andrew Schemick as Chief Financial Officer, effective April 1, 2023. Mr. Schemick will transition into a newly created position as Senior Vice President, Corporate Operations and Integration, and he will be focus

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SC 13G/A 1 tm236049d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

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SC 13G/A 1 tv0552-certarainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Certara Inc. Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pu

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SC 13G/A 1 Certara30122022.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc. (Amendment No.1) - (Name of Issuer) Common Stock - (Title of Class of Securities) 15687V109 - (CUSIP Number) 30 DECEMBER 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

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? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 23, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Co

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SC 13D 1 d428627dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree and acknowledge that the information required by this Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.

PURCHASE AGREEMENT

EX-2 Exhibit 2 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2022, by and among Arsenal Saturn Holdings LP (the “Purchaser”) and EQT Avatar Parent L.

Certara Announces the Completion of Arsenal Capital Partners’ Investment and the Appointment of David Spaight to the Board of Directors Arsenal closed the previously announced $449M stock purchase from funds controlled by EQT Private Equity

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Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorpora

Arsenal Capital Partners Increases Investment in Global Biosimulation Leader Certara with $449M Stock Purchase Arsenal will acquire approximately 30M shares at $15 per share from funds controlled by EQT Private Equity and agrees to two-year lock-up o

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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Certara Reports Third Quarter 2022 Financial Results Biosimulation software and services fuel third quarter growth

Exhibit 99.1 Certara Reports Third Quarter 2022 Financial Results Biosimulation software and services fuel third quarter growth PRINCETON, N.J.— November 7, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2022 and reiterated its full year guidance. Third Quarter Highlights: ● Revenue was $84.7 million,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorpora

Registration Rights Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO Dated as of November 3, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Other Interpretive Provisions 6 Article II REGISTRATION RIGHTS 7 Section 2.01. Demand Registration 7 Section 2.02. Shelf Registration 9 Section 2.03. Piggyback Registrat

Stockholders Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto

Exhibit 10.2 Execution Version CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of November 3, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 2 ARTICLE II COVENANTS AND CONDITIONS 5 2.1 Corporate Governance 5 2.2 Confidentiality 8 ARTICLE III MISCELLANEOUS 9 3.1 Remedies 9 3.2 Entire Agreement; Amendment 9 3.3 Severability 9 3.4 Notices 10 3.

Letter Agreement Dated as of November 3, 2022, by and among Certara, Inc. and Arsenal Saturn Holdings LP.

Exhibit 10.1 Execution Version Certara, Inc. 100 Overlook Center, Suite 101 Princeton, NJ 08540 November 3, 2022 Ladies & Gentlemen: Each of Certara, Inc., a Delaware corporation (together with its successors and permitted assigned, the ?Company? or ?Certara?), and Arsenal Saturn Holdings LP (the ?Arsenal Party?), make reference to: (i) that certain Stockholders Agreement (as amended, modified or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Certara, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporat

Underwriting Agreement, dated as of August 11, 2022, by and among Certara, Inc., the Selling Stockholders and Morgan Stanley & Co. LLC

Exhibit 1.1 Execution Version 7,000,000 Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT August 11, 2022 Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlemen: Introductory. The stockholders of Certara, Inc., a Delaware corporation (the ?Company?), named in Schedule B hereto (collectively, the ?Selling Stockholders?) severally propose to sell to the

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? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 12, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Comm

EX-FILING FEES

Exhibit 107 The prospectus to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate amount of securities to which the prospectus relates is 43,664,168 shares of common stock.

7,000,000 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(7)? ?Registration No. 333-265084? PROSPECTUS SUPPLEMENT (To Prospectus dated May 19, 2022) 7,000,000 Shares Common Stock ? The selling stockholders named in this prospectus supplement are offering 7,000,000 shares of common stock of Certara, Inc. We will not receive any proceeds from the sale of our common stock by the selling stockholders. Our comm

Certara Announces Secondary Offering

Filed pursuant to Rule 433 Registration File No. 333-265084 Supplementing the Prospectus dated May 19, 2022 Certara Announces Secondary Offering Princeton, N.J., August 11, 2022 ? Certara, Inc. (Nasdaq: CERT) (?Certara?), a global leader in biosimulation, today announced the sale by certain stockholders (the ?Selling Stockholders?), including EQT Avatar Parent L.P., in an underwritten secondary of

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? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 9, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

Certara Reports Second Quarter 2022 Financial Results Biosimulation software and services fuel second quarter growth

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 21, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 11, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 17, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commiss

Filing Fee Table

EX-FILING FEES 4 tm2215627d2exfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CERTARA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate

As filed with the Securities and Exchange Commission on May 19, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 19, 2022.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 5, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

Certara Reports First Quarter 2022 Financial Results

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Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm223654d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): April 5, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm223654-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒                  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden

Letter from CohnReznick LLP to the Securities and Exchange Commission, dated March 30, 2022

Exhibit 16.1 March 30, 2022 ? Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 ? We have read Item 4.01 of Form 8-K dated March 30, 2022 of Certara, Inc. (the Company) and are in agreement with the statements contained in the second, third and fifth paragraphs therein. We have no basis to agree or disagree with the statements in the first and fourth paragraphs. ? Regardi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 24, 2022 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

Description of Certara, Inc.’s Securities

Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of Capital Stock As of December 31, 2020, Certara, Inc., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The follo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certara Reports Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 Certara Reports Fourth Quarter and Full Year 2021 Financial Results PRINCETON, N.J.?March 1, 2022- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the fourth quarter and full year of 2021 and updated guidance for 2022. Fourth Quarter Highlights: ? Revenue was $75.3 million, compared to $64.6 million in the fourth quarter of 2020

Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury

? ? Simcyp ? ? 26th September 2018. ? Dr Robert Aspbury, Low House Farm, Timble, Otley. North Yorkshire. LS21 2NN ? Dear Rob, ? Further to recent discussions, we would like to confirm our offer of employment with regard to a position with Certara UK Ltd - Simcyp Division (The "Company") and the details below set out the particulars of your employment that are required to be given to you under the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

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Exhibit 21.1 ? Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization ? Analytica LA-SER International, Inc. Delaware Certara Canada Corporation Canada Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara G.K. Japan Certara, L.P. - Sucursal em Portugal Portugal Certara Netherlands B.V. Netherlands Certara S.a.r.l. Luxembourg Certara UK Limited

Amended and Restated Registration Rights Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein

Exhibit 10.2 ? ? ? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO ? Dated as of December 10, 2020 ? ? ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? Page ? ? ARTICLE I DEFINITIONS 1 ? ? SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 ? ? ? ARTICLE II REGISTRATION RIGHTS 7 ? ? SECTION 2.01. Demand Registration 7 SECTION 2.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

CERT / Certara Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Certara Inc. Title of Class of Securities: Common Stock CUSIP Number: 15687V109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1

CERT / Certara Inc / BAILLIE GIFFORD & CO Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 15687V109 - (CUSIP Number) 31 DECEMBER 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b

10,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ??Registration No. 333-261082? PROSPECTUS 10,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. The selling stockholders are selling 10,000,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed and traded on The

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002

CORRESP 1 filename1.htm Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address [email protected] via edgar November 15, 2021 Re: Acceleration Request for Certara, Inc. Registration Statement on Form S-1 (File No. 333-261082) Securities and Exchange Commission Division of Corpo

As filed with to the Securities and Exchange Commission on November 15, 2021

TABLE OF CONTENTS As filed with to the Securities and Exchange Commission on November 15, 2021 Registration No.

Form of Underwriting Agreement

Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT November [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. The stockholders of Ce

LETTER

United States securities and exchange commission logo November 12, 2021 William F.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Num

Certara Reports Third Quarter 2021 Financial Results Raises full year 2021 guidance, reflecting strong revenue growth and the acquisition of Pinnacle 21

Exhibit 99.1 Certara Reports Third Quarter 2021 Financial Results Raises full year 2021 guidance, reflecting strong revenue growth and the acquisition of Pinnacle 21 PRINCETON, N.J.?November 9, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the third quarter of fiscal year 2021. Highlights: ? Revenue was $73.9 million, compared to $60

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on November 9, 2021 This draft registration statement has not been publicly filed with the Securities and Exch

DRS 1 filename1.htm TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on November 9, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STA

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporat

Certara Completes Acquisition of Pinnacle 21 Complementary technologies accelerate and help assure success in the drug development process

Exhibit 99.1 Certara Completes Acquisition of Pinnacle 21 Complementary technologies accelerate and help assure success in the drug development process Princeton, N.J., October 4, 2021 ? Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today announced the completion of the previously announced transaction to acquire Pinnacle 21, a leading provider of SaaS solutions for clinical data

CERT / Certara Inc / ARSENAL CAPITAL GROUP LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) 15687V109 (CUSIP Number) September 13, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

20,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-259279? PROSPECTUS 20,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. We are selling 4,500,000 shares of our common stock and the selling stockholders are selling 15,500,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling sto

2475 Hanover Street Palo Alto, CA 94304

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

Form of Underwriting Agreement

Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT September [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Certara, Inc., a Dela

As filed with the Securities and Exchange Commission on September 3, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 3, 2021 Registration No.

Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Certara Reports Second Quarter 2021 Financial Results Raises full year 2021 guidance and announces deal to acquire Pinnacle 21

Exhibit 99.1 Certara Reports Second Quarter 2021 Financial Results Raises full year 2021 guidance and announces deal to acquire Pinnacle 21 PRINCETON, N.J.?August 5, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the second quarter of fiscal year 2021. Highlights: ? Revenue was $70.1 million, representing growth of 15% over the second

Certara to Acquire Pinnacle 21, a Leader in Data Standardization Software for Pharmaceutical Clinical Data Transaction expected to be accretive to Certara’s revenue, revenue growth and adjusted EBITDA margin

Exhibit 99.1 Certara to Acquire Pinnacle 21, a Leader in Data Standardization Software for Pharmaceutical Clinical Data Transaction expected to be accretive to Certara?s revenue, revenue growth and adjusted EBITDA margin Princeton, N.J., August 5, 2021 ? Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today announced it has signed a definitive agreement to acquire Pinnacle 21 for $

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporati

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 5, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commi

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

EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CERTARA, INC., PUMA MERGER SUB, LLC, PINNACLE 21, LLC and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholder Representative Dated as of August 2, 2021 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and will not be deemed to create, a legal

JOINT FILING AGREEMENT

CUSIP No. 15687V109 SCHEDULE 13G Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated July 27, 2021 (the ?Schedule 13G?), with respect to the Common Stock, par value $0.01 per share, of Certara, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchan

CERT / Certara Inc / Mubadala Investment Co PJSC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Certara, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Mubadala Invests in Global Biosimulation Leader Certara

EX-99.1 2 tm2123444d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mubadala Invests in Global Biosimulation Leader Certara Princeton, N.J., July 27, 2021: Certara (NASDAQ: CERT), a global leader in biosimulation, today announced that Mubadala Investment Company (Mubadala) has made an approximately $250 million investment in Certara. The investment aligns with Mubadala’s strategy of enabling innovation to a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 15, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Third Amendment, dated as of June 17, 2021, to the Credit Agreement, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., Bank of America, N.A., as Administrative Agent for the lenders from time to time party thereto and collateral agent for the secured parties thereunder

EXECUTION VERSION ? ? THIRD AMENDMENT, dated as of June 17, 2021 (this ?Agreement?), to the Credit Agreement dated as of August 15, 2017 (as amended by the First Amendment thereto, dated as of January 24, 2018, and by the Second Amendment thereto, dated as of April 3, 2018, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the ?Credit Agreement?), among Certara Holdings Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction (Commission (IRS Employer of incorporation

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange

TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND E

LETTER

United States securities and exchange commission logo May 7, 2021 Richard Traynor Senior Vice President and General Counsel Certara, Inc.

Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?) set forth below. The Per

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 6, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commissi

Certara Reports First Quarter 2021 Financial Results and Updates Full Year 2021 Guidance

Exhibit 99.1 Certara Reports First Quarter 2021 Financial Results and Updates Full Year 2021 Guidance ? PRINCETON, N.J.?May. 6, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its financial results for the first quarter of fiscal year 2021. Highlights: ? Revenue was $66.7 million, representing growth of 16% over the first quarter of 2020. ? Net income was $1.1

- DEFA14A

DEFA14A 1 tm2112172d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒                  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ????????? ??? ???? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only

10,000,000 Shares COMMON STOCK

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-254575? PROSPECTUS 10,000,000 Shares COMMON STOCK ? This is a public offering of shares of common stock of Certara, Inc. The selling stockholders are selling 10,000,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed and traded on The N

Form of Underwriting Agreement

EX-1.1 2 tm219560d4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [ l ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT [ l ], 2021 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Intr

[Signature Page Follows]

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

Registration Statement - S-1

S-1 1 tm219560-3s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 22, 2021 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERTARA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

TEXT-EXTRACT

United States securities and exchange commission logo March 16, 2021 William F. Feehery Chief Executive Officer Certara, Inc. 100 Overlook Center, Suite 101 Princeton, NJ 08540 Re: Certara, Inc. Draft Registration Statement on Form S-1 Submitted March 16, 2021 CIK No. 0001827090 Dear Mr. Feehery: This is to advise you that we do not intend to review your registration statement. We request that you

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TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on March 16, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AN

LETTER

United States securities and exchange commission logo March 16, 2021 William F. Feehery Chief Executive Officer Certara, Inc. 100 Overlook Center, Suite 101 Princeton, NJ 08540 Re: Certara, Inc. Draft Registration Statement on Form S-1 Submitted March 16, 2021 CIK No. 0001827090 Dear Mr. Feehery: This is to advise you that we do not intend to review your registration statement. We request that you

Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan)

Exhibit 10.14 ? RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CERTARA, INC. 2020 INCENTIVE PLAN Certara, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to al

Subsidiaries of the Registrant

Exhibit 21.1 ? Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization ? Analytica LA-SER International, Inc. Delaware Certara Canada Corporation Canada Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara G.K. Japan Certara, L.P. - Sucursal em Portugal Portugal Certara Netherlands B.V. Netherlands Certara S.a.r.l. Luxembourg Certara UK Limited

Exhibit 10.2 to the Company’s Annual Report on Form 10-K (File No. 001-39799) filed with the

Exhibit 10.2 ? ? ? AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO ? Dated as of December 10, 2020 ? ? ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? Page ? ? ARTICLE I DEFINITIONS 1 ? ? SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 ? ? ? ARTICLE II REGISTRATION RIGHTS 7 ? ? SECTION 2.01. Demand Registration 7 SECTION 2.

Employment Agreement, dated as of July 11, 2014, between Certara USA, Inc. and M. Andrew Schmick

Exhibit 10.11 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 11, 2014 (the ?Effective Date?), between Certara USA, Inc., a Delaware corporation (the ?Company?), and M. Andrew Schemick (the ?Executive?). 1. Employment Duties and Acceptance. 1.1 Employment by the Company. Effective as of August 4, 2014, or such other date as shall be mutually agreed (?Start Date?), the Company shall emp

Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen

Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of July 30, 2020, by and between Certara USA, Inc., a Delaware corporation (the ?Company?) and Leif E. Pedersen (the ?Executive?). W I T N E S S E T H : WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive des

Certara, Inc. Directors Deferral Plan

Exhibit 10.18 Final CERTARA, INC. DIRECTORS DEFERRAL PLAN 1.Purpose. The purpose of the Certara, Inc. Directors Deferral Plan (the ?Plan?) is to attract and retain the services of experienced individuals to serve on the Board by providing them with opportunities to defer income taxes on certain compensation payable in connection with their service on the Board. 2.Definitions. Unless otherwise defi

Description of Certara, Inc.’s Securities

Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of Capital Stock As of December 31, 2020, Certara, Inc., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The follo

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 4, 2021 ? Certara, Inc. (Exact name of registrant as specified in its charter) ? ? Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commis

Certara Reports Preliminary Fourth Quarter and Full Year 2020 Results and Issues Full Year 2021 Guidance Year-over-year 2020 revenue grew 17% to $243.5 million Raised $768.5 million in gross IPO proceeds for the Company and selling stockholders

Exhibit 99.1 Certara Reports Preliminary Fourth Quarter and Full Year 2020 Results and Issues Full Year 2021 Guidance Year-over-year 2020 revenue grew 17% to $243.5 million Raised $768.5 million in gross IPO proceeds for the Company and selling stockholders PRINCETON, N.J.—Mar. 4, 2021- Certara, Inc. (Nasdaq: CERT), a global leader in biosimulation, today reported its preliminary results for the f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* Certara, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 16th day of February 2021, by and among EQT Avatar Parent L.

Joint Filing Agreement dated as of February 8, 2021, by and among each of the Reporting Persons

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Certara, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. This Agreement may be executed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) (CUSIP Numbe

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Certara, Inc. (Name of Issuer) Common Stock, $0.01 par value (Titles of Class of Securities) 15687V109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Termination of a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39799 82-2180925 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Certificate of Incorporation of Certara, Inc.

Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Certara, Inc. * * * * * The present name of the corporation is Certara, Inc. (the “Corporation”). The Corporation was incorporated under the name “EQT Avatar Topco, Inc.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 27, 2017. This Amended and Res

- FORM S-8

As filed with the Securities and Exchange Commission on December 15, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2180925 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

Amended and Restated Bylaws of Certara, Inc.

Exhibit 4.2 Amended AND RESTATED bylaws of Certara, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United States or

Registration Statement on Form S-8 (File No. 333-251368) filed with the SEC on December 15,

Exhibit 4.5 CERTARA, INC. STOCKHOLDERS AGREEMENT Dated as of December 10, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 1 ARTICLE II COVENANTS AND CONDITIONS 7 2.1 Restrictions on Transfers 7 2.2 Corporate Governance 8 2.3 Confidentiality 10 ARTICLE III INDEMNIFICATION AND REIMBURSEMENT 10 3.1 Indemnification of Institutional Stockholders

29,055,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-250182 PROSPECTUS 29,055,000 Shares Common Stock This is Certara, Inc.’s initial public offering. We are selling 14,630,000 shares of our common stock and the selling stockholders are selling 14,425,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. The initial p

The Registrant’s Registration Statement on Form 8-A (File No. 001-39799) filed on December 11, 2020, relating to the Registrant’s Common Stock, including all other amendments and reports filed for the purpose of updating such description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Certara, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2180925 (State of incorporation or organization) (I.R.S. Employer Identification No.) 100 Overlook Center, Suite 101

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As filed with the Securities and Exchange Commission on December 10, 2020

As filed with the Securities and Exchange Commission on December 10, 2020 Registration No.

2475 Hanover Street Palo Alto, CA 94304

Simpson Thacher & Bartlett llp 2475 Hanover Street Palo Alto, CA 94304 telephone: +1-650-251-5000 facsimile: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 3, 2020.

Form of Stock Certificate for Common Stock

Exhibit 4.1 [LOGO] [Reverse Side of Stock Certificate] The Corporation will furnish to any stockholder, upon request and without charge, a full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, and of the authority, if any, of the Board to divide the shares into classe

Form of Stock Restriction Agreement

Exhibit 10.20 STOCK RESTRICTION AGREEMENT In accordance with the Exchange Acknowledgement and Agreement to which this Stock Restriction Agreement is attached (the “Exchange Agreement”), and pursuant to the terms and conditions of this Stock Restriction Agreement (this “Stock Restriction Agreement”), the management unitholder set forth on the signature page hereto (the “Management Unitholder”) has

Form of Exchange Acknowledgement and Agreement

Exhibit 10.19 EXCHANGE ACKNOWLEDGEMENT AND AGREEMENT This Exchange Acknowledgement and Agreement (this “Agreement”) is made effective as of [●], 20[●] (the “Effective Date”), by and among EQT Avatar Parent L.P., a Delaware limited partnership (the “Partnership”), EQT Avatar Parent GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Certa

Form of Underwriting Agreement

Exhibit 1.1 [ • ] Shares of Common Stock Certara, Inc. UNDERWRITING AGREEMENT December [ • ], 2020 JEFFERIES LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Certara, Inc., a Delaw

Subsidiaries of the Registrant

EX-21.1 7 tm2030105d13ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Analytica LA-SER International, Inc. Delaware Certara Germany GmbH Germany Certara Holdco, Inc. Delaware Certara Netherlands B.V. Netherlands Certara S.à r.l. Luxembourg Certara UK Limited United Kingdom Certara USA, Inc. Delaware Certara, LP - Sucu

Employment Agreement, dated as of September 2, 2016, by and between Certara Australia Pty Ltd. and Craig Rayner

Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of September 2, 2016 (the “Effective Date”), between Certara Australia Pty Ltd. (the “Company”), and Craig Rayner (the “Executive”). WHEREAS the shareholder of the Company, D3 MEDICINE LLC (“D3 Medicine”), has entered into the Membership Interest Purchase Agreement, dated as of September 2, 2016 (the “Purchase Agreement”) among Cert

Form of Amended and Restated Bylaws of Certara, Inc.

Exhibit 3.2 Amended AND RESTATED bylaws of Certara, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Certara, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the United States or

Form of Amended and Restated Registration Rights Agreement by and among Certara, Inc. and the other parties named therein

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CERTARA, INC. AND THE PARTIES HERETO Dated as of [●], 2020 TABLE OF CONTENTS Page Article I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7 Article II REGISTRATION RIGHTS 7 SECTION 2.01. Demand Registration 7 SECTION 2.02. Shelf Registration 10 SECTION 2.03. Piggyback Registration

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TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 25, 2020.