Cynthia Collins to leave Certara (CERT) board and Audit Committee in May 2026

Rhea-AI Filing Summary

Certara, Inc. reported that board member Cynthia Collins has notified the company of her intention to resign as a Class II director and member of the Audit Committee. Her resignation will be effective on May 14, 2026, the date of Certara’s 2026 annual meeting of stockholders.

The company states that Ms. Collins’ decision to resign is not due to any disagreement with Certara regarding its operations, policies, or practices. This indicates a planned governance change rather than a dispute-driven departure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Resignation effective date: May 14, 2026

1 metrics

Resignation effective date May 14, 2026 Effective date of Cynthia Collins’ resignation as director and Audit Committee member

Key Terms

Audit Committee, Class II director, annual meeting of stockholders

3 terms

Audit Committee financial

"a member of the Board of Directors (the “Board”) of Certara, Inc. (the “Company”) and the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Class II director financial

"her intention to resign as a Class II director on the Board, effective as of May 14, 2026"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

annual meeting of stockholders financial

"effective as of May 14, 2026, the date of the Company’s 2026 annual meeting of stockholders"

Understanding 8-K Material Events →

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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): 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

FAQ

What board change did Certara (CERT) disclose in this Form 8-K?

Certara disclosed that Cynthia Collins plans to resign as a Class II director and Audit Committee member. Her resignation is described as voluntary and not due to any disagreement over the company’s operations, policies, or practices, suggesting an orderly board transition.

When will Cynthia Collins’ resignation from Certara’s board be effective?

Her resignation will be effective May 14, 2026, the date of Certara’s 2026 annual meeting of stockholders. Until that date, she continues to serve as a Class II director and member of the Audit Committee under the current board structure.

Did Certara (CERT) report any disagreement related to Cynthia Collins’ resignation?

No. Certara states that Cynthia Collins advised the company her resignation is not the result of any disagreement on operations, policies, or practices. This language is important because it signals there is no reported underlying dispute triggering her departure.

What board role did Cynthia Collins hold at Certara before announcing her resignation?

Cynthia Collins served as a Class II director on Certara’s Board of Directors and was also a member of the Audit Committee. Her planned resignation affects both her general board seat and her oversight responsibilities on that key financial reporting committee.

How does this 8-K filing affect Certara’s Audit Committee composition?

The filing indicates an upcoming vacancy on Certara’s Audit Committee when Cynthia Collins’ resignation becomes effective on May 14, 2026. The company will need to address replacement or reallocation of committee responsibilities after the 2026 annual meeting of stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB