Certara, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
CERT$12.13-0.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report:
(1)Financial Statements
The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2)Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.
(3)List of Exhibits required by Item 601 of Regulation S-K
Incorporated by Reference
| ExhibitNumber | Exhibit Title | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder | 8-K | 001-39799 | 2.1 | 8/5/2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of Certara, Inc. | S-8 | 333-251368 | 4.1 | 12/15/2020 |
| 3.2 | Certificate of Correction to Amended and Restated Certificate of Incorporation of Certara, Inc. | 10-K | 001-39799 | 3.2 | 2/26/2025 |
| 3.3 | Second Amended and Restated Bylaws of Certara, Inc. | 10-Q | 001-39799 | 3.3 | 08/06/2025 |
| 4.1 | Form of Stock Certificate for Common Stock | S-1/A | 333-250182 | 4.1 | 12/03/2020 |
| 4.2 | Description of Certara, Inc.’s Securities | 10-K | 001-39799 | 4.2 | 3/15/2021 |
| 10.1 | Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto | S-1/A | 333-250182 | 10.3 | 11/18/2020 |
| 10.2 | First Amendment, dated as of January 24, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto | S-1/A | 333-250182 | 10.4 | 11/18/2020 |
| 10.3 | Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc. (f/k/a EQT Avatar Intermediate, Inc.), Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto | S-1/A | 333-250182 | 10.5 | 11/18/2020 |
| 10.4 | 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 | 8-K | 001-39799 | 10.1 | 6/22/2021 |
| 10.5 | LIBOR Transition Amendment. | 10-Q | 001-39799 | 10.1 | 8/9/2023 |
| 10.6 | 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. | 8-K | 001-39799 | 10.1 | 6/26/2024 |
| 10.7 | Sixth Amendment, dated as of October 16, 2025, to the Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., and 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 | 8-K | 001-39799 | 10.1 | 10/16/2025 |
| 10.8 | Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent | S-1/A | 333-250182 | 10.6 | 11/18/2020 |
| 10.9 | Pledge and Security Agreement, dated as of August 15, 2017, by and among the Grantors, as defined therein, and Jefferies Finance LLC, as Agent | S-1/A | 333-250182 | 10.7 | 11/18/2020 |
| 10.10 | Loan Agreement, dated as of July 6, 2017, between Santo Holding (Deutschland) GmbH and Certara, Inc. (f/k/a EQT Avatar Topco, Inc.) | S-1/A | 333-250182 | 10.8 | 11/18/2020 |
| 10.11 | Form of Indemnification Agreement between Certara, Inc. and directors and executive officers of Certara, Inc. | S-1/A | 333-250182 | 10.9 | 11/25/2020 |
| 10.12* | Employment Agreement, dated as of May 14, 2019, by and among EQT Avatar Parent L.P., Certara USA, Inc. and William Feehery | S-1/A | 333-250182 | 10.10 | 11/18/2020 |
| 10.13* | Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury | 10-K | 001-39799 | 10.21 | 3/1/2022 |
| 10.14* | Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen | 10-K | 001-39799 | 10.12 | 3/15/2021 |
| 10.15* | Employment Agreement, dated as of September 2, 2016, between D3 MEDICINE LLC, Certara USA, Inc. and Patrick Smith | 10-K | 001-39799 | 10.12 | 3/1/2023 |
| 10.16* | Amended and Restated Employment Agreement dated as of November 7, 2023 between Certara Inc. and John E. Gallagher | 10-Q | 001-39799 | 10.1 | 11/08/2023 |
| 10.17^* | Employment Agreement, dated January 21, 2025, between Certara, Inc. and Adrian McKemey | ||||
| 10.18^* | Employment Agreement, dated December 9, 2025, between Certara, Inc. and Jon Resnick | ||||
| 10.19^* | Separation and Consulting Agreement, dated December 10, 2025, between Certara, Inc. and William Feehery | ||||
| 10.20* | Form of Exchange Acknowledgement and Agreement | S-1/A | 333-250182 | 10.19 | 12/03/2020 |
| 10.21* | Form of Stock Restriction Agreement | S-1/A | 333-250182 | 10.20 | 12/03/2020 |
| 10.22* | Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan) | 10-K | 001-39799 | 10.14 | 3-15-2021 |
| 10.23* | Certara, Inc. 2020 Incentive Plan | S-1/A | 333-250182 | 10.18 | 11/25/2020 |
| 10.24*† | Form of 2022 Performance Stock Unit Grant Notice and Agreement for Certara, Inc. 2020 Incentive Plan | 10-Q | 001-39799 | 10.1 | 5/5/2022 |
| 10.25*† | Form of PSU Grant and Award Agreement (2023 grants) | 10-Q | 001-39799 | 10.3 | 5/8/2023 |
| 10.26*† | Form of 2024 Performance Stock Unit Grant Agreement* | 10-Q | 001-39799 | 10.1 | 5/7/2024 |
| 10.27* | Certara, Inc. 2020 Employee Stock Purchase Plan | S-1/A | 333-250182 | 10.21 | 11/25/2020 |
| 10.28^* | Executive Officer Severance Policy | ||||
| 10.29* | Certara, Inc. Directors Deferral Plan | 10-K | 001-39799 | 10.18 | 3/15/2021 |
| 10.30 | Letter Agreement dated as of November 3, 2022, by and among Certara, Inc. and Arsenal Saturn Holdings LP. | 8-K | 001-39799 | 10.1 | 11/7/2022 |
| 10.31 | Amendment No. 1 to the Letter Agreement, dated April 14, 2025, by and among Certara, Inc. and Arsenal Saturn Holdings LP | 8-K | 001-39799 | 10.1 | 4/14/2025 |
| 10.32 | Stockholders Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto | 8-K | 001-39799 | 10.2 | 11/7/2022 |
| 10.33 | Registration Rights Agreement, dated as of November 3, 2022, by and among Certara, Inc. and the other parties thereto | 8-K | 001-39799 | 10.3 | 11/7/2022 |
| 19.1^ | Insider Trading Policy | ||||
| 21.1^ | Subsidiaries of the Registrant | ||||
| 23.1^ | Consent of RSM US LLP | ||||
| 31.1^ | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2^ · Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
|---|---|---|---|---|---|
| 32.1+ · Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2+ · Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.10 | Certara, Inc. Incentive Compensation Clawback Policy (effective December 1, 2023) | 10-K | 001-39799 | 10.28 | 2/29/2024 |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
- Management contract or compensatory plan or arrangement.
† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
- This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act or the Exchange Act.
^ Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.