Every 8-K that Certara, Inc. (CERT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CERT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CERT filings page.
Certara, Inc. clarified financial information related to its recently divested Regulatory and Medical Writing business that had been discussed on its second quarter 2026 earnings conference call and in the accompanying presentation. Management had described the business as having generated approximately $17 million of adjusted EBITDA in 2025 “excluding unallocated overhead costs,” which was incorrect.
The company states that the approximately $17 million of adjusted EBITDA for 2025 is calculated including unallocated overhead costs. On an alternative basis that excludes unallocated corporate expense that will remain with Certara, the business generated approximately $23 million of adjusted EBITDA in 2025. Certara indicates that this clarification does not affect any previously reported financial results, year-over-year comparisons, or its 2026 financial outlook.
Certara, Inc. reported second quarter 2026 results from continuing operations with revenue of $93.3 million, up 1% from $92.4 million a year earlier. Software revenue grew 4% to $48.8 million, while services revenue declined 3% to $44.5 million. Total bookings were $98.3 million, slightly above $97.4 million in the prior-year quarter.
The company recorded a net loss from continuing operations of $6.1 million versus net income of $1.5 million a year ago, mainly due to higher operating expenses including contingent consideration, currency impacts, and reorganization costs. Adjusted EBITDA was $26.2 million and adjusted net income was $12.5 million, both modestly lower than last year, with adjusted diluted EPS steady at $0.08. Including discontinued operations related to the divested Regulatory and Medical Writing business, total net loss was $55.3 million, or $(0.36) per diluted share.
In May, Certara closed the divestiture of its Regulatory and Medical Writing business and reorganized around two units, Model Informed Discovery and Drug Development and Accelerated Clinical Evidence. A reduction in force affecting about 5% of employees and other actions are expected to deliver approximately $13 million of run-rate savings. The company repurchased $17.4 million of stock in the quarter, completing a $100 million program, and the board authorized an additional $50 million for repurchases. Certara reaffirmed 2026 continuing-operations revenue guidance of $367–$382 million (0–4% growth), with expected adjusted EBITDA margin of 29–31% and adjusted diluted EPS of $0.31–$0.36. Cash and cash equivalents were $184.1 million as of June 30, 2026.
Certara, Inc. announced on August 4, 2026 that Leif E. Pedersen would depart his role as President and Chief Commercial Officer, effective August 1, 2026. He will remain an employee in a Senior Advisor role assisting with transition matters through December 31, 2026.
After December 31, 2026, Mr. Pedersen’s employment will be terminated without cause, and he will be entitled to severance benefits under his existing employment agreement dated July 30, 2020 and the company’s Executive Officer Severance Policy, as described in the “Executive Compensation-Termination and Severance” section of Certara’s Definitive Proxy Statement filed April 3, 2026.
Certara, Inc. announced a chief financial officer transition while reaffirming its full-year 2026 financial guidance. John E. Gallagher III, Senior Vice President and CFO, has tendered his resignation to pursue another opportunity and is expected to remain in the role through July 14, 2026, assisting with the quarter-end close and transition. The company states his decision was not due to any disagreement with management, the board, or its operations or financial reporting.
Effective July 15, 2026, Faiz Mohammed, currently Senior Vice President, Finance and Treasurer, will serve as Interim Chief Financial Officer and as principal financial and accounting officer until a permanent successor is appointed. Mohammed has more than 25 years of finance and accounting experience and no disclosed related-party relationships or special arrangements tied to his selection. Certara issued a press release detailing the transition and confirming that its previously issued 2026 financial guidance remains in place.
Certara, Inc. reported the final voting results from its annual meeting of stockholders held on May 14, 2026. Three director nominees received large majorities of votes cast, with Arjun Bedi receiving 121,707,485 votes for and 1,028,187 withheld, Stephen McLean receiving 99,884,645 for and 22,851,027 withheld, and Jon Resnick receiving 121,713,279 for and 1,022,393 withheld. Separate proposals also drew strong support, including one with 141,730,429 votes for, 764,353 against and 122,547 abstentions, and another with 120,333,107 votes for, 2,289,297 against and 113,268 abstentions, alongside broker non-votes.
Certara, Inc. reported first quarter 2026 revenue of $106.9 million, up 1% year over year, with 7% growth in software offset by a 4% decline in services. The company swung to a net loss of $8.8 million versus $4.7 million of net income a year earlier, mainly due to higher operating expenses.
Certara closed the sale of its global medical and regulatory writing business to Veristat for $85 million in cash, plus $15 million in escrow and up to $35 million in potential earn-out. Full-year 2026 guidance now calls for $395–$405 million of revenue and adjusted EBITDA margin of about 30%–32%.
Certara, Inc. has entered into a definitive agreement to sell its global Regulatory and Medical Writing business to Veristat. The deal values the business at up to $135 million, including $100 million in cash at closing, subject to customary working capital and other adjustments, plus up to $35 million of contingent earn-out based on future performance. Up to $15 million of the closing payment may be placed in escrow until certain items are satisfied.
The business generated $50 million of revenue and $17 million of adjusted EBITDA in 2025 and includes approximately 220 employees. Certara describes the divestiture as sharpening its focus on Model-Informed Drug Development and Clinical Intelligence, and plans to update its 2026 guidance after the transaction closes, which is expected in the second quarter of 2026, subject to customary conditions.
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.
Certara reported solid but mixed fourth quarter and full-year 2025 results and set cautious 2026 guidance. Full-year 2025 revenue was $418.8 million, up 9%, with software revenue up 18% to $183.3 million and services up 3% to $235.6 million. Adjusted EBITDA reached $134.5 million, implying a margin of about 32%, while GAAP net loss narrowed to $1.6 million.
In the fourth quarter, revenue grew 3% to $103.6 million, as software rose 10% to $46.4 million but services slipped 1% to $57.3 million. The company swung to a net loss of $5.9 million from $6.6 million of net income, mainly due to higher operating expenses. Total bookings grew 7% to $155.2 million, with strong 17% growth in services bookings offset by a 6% decline in software bookings.
Certara appointed Jon Resnick as CEO effective January 1, 2026. For 2026, the company guides to revenue growth of 0–4%, adjusted EBITDA margin of 30–32%, and adjusted diluted EPS of $0.44–$0.48 on 160–162 million fully diluted shares. Cash and cash equivalents were $189.4 million at year-end.
Certara, Inc. is making a planned leadership change, appointing Jon Resnick as Chief Executive Officer effective January 1, 2026, succeeding Dr. William F. Feehery, who will step down as CEO and director at the close of December 31, 2025. Resnick will also join the Board as a Class III director with a term running until the 2026 annual stockholder meeting.
Resnick’s employment agreement sets an initial annual base salary of $750,000 and a target bonus equal to 100% of salary. He will receive a $6,500,000 make‑whole restricted stock unit grant vesting over the first two years, a pro‑rata 2025 long‑term incentive award targeted at $4,000,000 and a 2026 long‑term incentive award targeted at $8,000,000, both split between performance‑vesting and time‑vesting equity. If he is terminated without cause or resigns for good reason, he is eligible for cash severance, continued health coverage and accelerated or prorated equity vesting, with enhanced terms if this occurs around a change in control. Dr. Feehery will provide transition consulting services for a $20,000 monthly fee and receive pro‑rata vesting on certain 2025 equity awards.
Certara, Inc. furnished an 8‑K to announce that it issued a press release with financial results for the three-month period ended September 30, 2025. The press release is attached as Exhibit 99.1.
The information provided under Item 2.02 (Results of Operations and Financial Condition), including Exhibit 99.1, is furnished and not deemed “filed” under Section 18 of the Exchange Act and is not incorporated by reference into other filings. The submission also includes Exhibit 104, the Cover Page Interactive Data File (Inline XBRL).
Certara, Inc. amended its credit agreement on October 16, 2025, replacing its existing term loans with new Replacement Term Loans at lower pricing, which is expected to reduce borrowing costs and interest expense.
The loans now bear interest at the borrower’s election of Term SOFR (floor 0.00%) + 2.75% or an ABR (floor 1.00%) + 1.75%. ABR is the greatest of the prime rate, the federal funds effective rate + 0.50%, or Term SOFR + 1.00%. Proceeds were funded in full at closing and used to refinance the prior term loans. Guarantees, collateral, prepayments and covenants remain substantially similar.