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 Number) | (IRS Employer Identification No.) |
| 4 Radnor Corporate Center, Suite 350 | ||
| Radnor, Pennsylvania | 19087 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 237-8272
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | CERT | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 27, 2026, Cynthia Collins, a member of the Board of Directors (the “Board”) of Certara, Inc. (the “Company”) and the Audit Committee of the Board, notified the Company of her intention to resign as a Class II director on the Board, effective as of May 14, 2026, the date of the Company’s 2026 annual meeting of stockholders. Ms. Collins advised the Company that her resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2026 | CERTARA, INC. | |
| (Registrant) | ||
| By: | /s/ Daniel D. Corcoran | |
| Daniel D. Corcoran | ||
| Senior Vice President and General Counsel | ||