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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): July 30, 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 Stock Market LLC |
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
August 4, 2026, Certara, Inc. (the “Company”) announced the departure of Leif E. Pedersen from his role as the Company’s
President, Chief Commercial Officer, effective as of August 1, 2026. The Company intends to retain Mr. Pedersen as an employee in a Senior
Advisor role assisting with transition matters until December 31, 2026, at which time his employment will be terminated without cause
and Mr. Pedersen will be entitled to severance benefits pursuant to the terms of his existing employment agreement with Certara USA, Inc.,
dated as of July 30, 2020, and the Company’s Executive Officer Severance Policy. Please refer to the description of the post-employment
payments and benefits included under the heading “Executive Compensation-Termination and Severance” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on April 3, 2026, which description is incorporated herein by reference.
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: |
August 4, 2026 |
CERTARA, INC. |
| |
|
(Registrant) |
| |
|
|
| |
|
By: |
/s/ Daniel Corcoran |
| |
|
|
Daniel Corcoran |
| |
|
|
Senior Vice President and General Counsel |