SEC Form 10-Q filed by Certara Inc.

5/5/25 4:31:57 PM ET

$CERT

Computer Software: Prepackaged Software

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________


(Mark One)
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-39799

_________________________

Certara, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			82-2180925

(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

4 Radnor Corporate Center

Suite 350

Radnor, Pennsylvania 19087

(Address of Principal Executive Offices)

(415) 237-8272

(Registrant’s telephone number)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 1, 2025, the registrant had 162,233,828 shares of common stock, par value $0.01 per share, outstanding.

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Certara, Inc.

Unless otherwise indicated, references to the “Company,” “Certara,” “we,” “us,” and “our” refer to Certara, Inc. and its consolidated subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements (other than statements of historical facts) in this Quarterly Report regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “expect,” “might,” “intend,” “will,” “estimate,” “anticipate,” “plan,” “seek,” “believe,” “predict,” “potential,” “continue,” “suggest,” “project,” “future,” “likely” or “target” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot provide any assurance that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance and are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

•any deceleration in, or resistance to, the acceptance of model-informed biopharmaceutical discovery and development;

•our ability to compete within our market;

•changes or delays in government regulation relating to the biopharmaceutical industry;

•trends in research and development (“R&D”) spending, the use of third parties by biopharmaceutical companies and a shift toward more R&D occurring at smaller biotechnology companies;

•consolidation within the biopharmaceutical industry;

•our ability to successfully increase our customer base, expand our relationships and the products and services we provide, and enter new markets;

•our ability to retain key personnel or recruit additional qualified personnel;

•risks related to the mischaracterization of our independent contractors;

•any delays or defects in our release of new or enhanced software or other biosimulation tools;

•issues relating to the use of artificial intelligence and machine learning in our products and services;

•failure of our existing customers to renew their software licenses or any delays or terminations of contracts or reductions in scope of work by our existing customers;

•risks related to our contracts with government customers, including the ability of third parties to challenge our receipt of such contracts;

•our ability to sustain historic growth rates;

•any future acquisitions and our ability to successfully integrate such acquisitions;

•the accuracy of our addressable market estimates;

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•our ability to successfully operate a global business;

•adverse global economic conditions, including inflation, tariffs and/or trade disputes and fluctuating interest rates;

•our ability to comply with applicable anti-corruption, trade compliance and economic sanctions laws and regulations;

•risks related to litigation against us;

•the adequacy of our insurance coverage and our ability to obtain adequate insurance coverage in the future;

•our ability to perform our services in accordance with contractual requirements, regulatory standards and ethical considerations;

•the loss of more than one of our major customers;

•the ability or inability of our bookings to accurately predict our future revenue and our ability to realize the anticipated revenue reflected in our bookings;

•any disruption in the operations of the third-party providers who host our software solutions or any limitations on their capacity or interference with our use;

•our ability to reliably meet our data storage and management requirements, or the experience of any failures or interruptions in the delivery of our services over the internet;

•any unauthorized access to or use of customer or other proprietary or confidential data or other breach of our cybersecurity measures;

•the occurrence of natural disasters, pandemics, epidemic diseases, and public health crises, which may result in delays or cancellations of customer contracts or decreased utilization by our employees;

•our ability to comply with the terms of any licenses governing our use of third-party open source software utilized in our software solutions;

•our ability to comply with applicable privacy and cybersecurity laws;

•our ability to adequately enforce or defend our ownership and use of our intellectual property and other proprietary rights;

•any allegations that we are infringing, misappropriating or otherwise violating a third party’s intellectual property rights;

•our ability to meet the obligations under our current or future indebtedness as they become due;

•any limitations on our ability to pursue our business strategies due to restrictions under our current or future indebtedness or inability to comply with any restrictions under such indebtedness;

•any impairment of goodwill or other intangible assets;

•the accuracy of our estimates and judgments relating to our critical accounting policies and any changes in financial reporting standards or interpretations;

•any inability to design, implement, and maintain effective internal controls when required by law, or inability to timely remediate internal controls that are deemed ineffective; and

•the other factors described elsewhere in this Quarterly Report, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”), and in the other documents and reports we file with the Securities and Exchange Commission (the “SEC”).

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You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this Quarterly Report are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. There are important factors, including those described in in this Quarterly Report, in the section titled “Risk Factors” in our most recent Annual Report, and in our subsequent SEC filings, which could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations.

Channels for Disclosure of Information

Investors and others should note that we may announce material information to the public through filings with the SEC, our Investors Relations website (https://ir.certara.com), press releases, public conference calls and public webcasts. We use these channels to communicate with the public about the Company, our products, our services and other matters. We have used, and intend to continue to use, our Investor Relations website and our corporate website located at www.certara.com as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. We encourage our investors, the media and others to review the information disclosed through these channels as such information could be deemed to be material information. The information on or available through such channels, including on our website, is not incorporated by reference in this Quarterly Report and shall not be deemed to be incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. This list of disclosure channels may be updated from time to time.

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CERTARA, INC. AND SUBSIDIARIES

FORM 10-Q

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Item		Page

	PART I – FINANCIAL INFORMATION

1.	Financial Statements (Unaudited)	7

	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 202 4	7

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024	8

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024	9

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	10

	Notes to Condensed Consolidated Financial Statements	11

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

3.	Quantitative and Qualitative Disclosures About Market Risk	46

4.	Controls and Procedures	46

	PART II – OTHER INFORMATION

1.	Legal Proceedings	48

1A.	Risk Factors	48

2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

3.	Defaults Upon Senior Securities	48

4.	Mine Safety Disclosures	48

5.	Other Information	48

6.	Exhibits	49

SIGNATURES		50

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements


CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)	MARCH 31, 2025		DECEMBER 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	179,086	$	179,183
Accounts receivable, net of allowance for credit losses of $2,244 and $2,164, respectively	93,438		102,189
Prepaid expenses and other current assets	27,651		29,480
Total current assets	300,175		310,852
Other assets:
Property and equipment, net	1,914		2,167
Operating lease right-of-use assets	13,205		13,841
Goodwill	764,338		757,038
Intangible assets, net of accumulated amortization of $358,459 and $338,809, respectively	475,405		485,214
Deferred income taxes	3,961		3,961
Other long-term assets	2,013		2,031
Total assets	$	1,561,011	$	1,575,104
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	5,068	$	3,502
Accrued expenses	23,440		56,451
Current portion of deferred revenue	72,035		77,829
Current portion of long-term debt	3,000		3,000
Other current liabilities	4,536		5,306
Total current liabilities	108,079		146,088
Long-term liabilities:
Deferred revenue, net of current portion	1,277		1,049
Deferred income taxes	39,142		40,421
Operating lease liabilities, net of current portion	9,834		11,166
Long-term debt, net of current portion and debt discount	291,798		292,425
Other long-term liabilities	26,602		25,299
Total liabilities	476,732		516,448
Commitments and contingencies
Stockholders' equity
Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Common shares, $0.01 par value, 600,000,000 shares authorized, 162,426,898 and 161,958,810 shares issued, 161,475,707 and 161,009,112 shares outstanding as of March 31, 2025 and December 31, 2024, respectively	1,625		1,620
Additional paid-in capital	1,229,660		1,216,925
Accumulated deficit	(123,538)		(128,281)
Accumulated other comprehensive loss	(5,268)		(13,424)
Treasury stock at cost, 951,191 and 949,698 shares at March 31, 2025 and December 31, 2024, respectively	(18,200)		(18,184)
Total stockholders' equity	1,084,279		1,058,656
Total liabilities and stockholders' equity	$	1,561,011	$	1,575,104

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)	2025		2024
Revenues	$	106,004	$	96,654
Cost of revenues	41,521		39,255
Operating expenses:
Sales and marketing	12,717		10,687
Research and development	10,522		11,995
General and administrative	19,654		22,979
Intangible asset amortization	13,094		12,593
Depreciation and amortization expense	873		432
Total operating expenses	56,860		58,686
Income (loss) from operations	7,623		(1,287)
Other income (expenses):
Interest expense	(4,806)		(5,751)
Net other income	1,725		1,604
Total other expenses	(3,081)		(4,147)
Income (loss) before income taxes	4,542		(5,434)
Benefit for income taxes	(201)		(751)
Net income (loss)	4,743		(4,683)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $(110) and $60, respectively	8,742		(7)
Change in fair value from interest rate swap, net of tax of $(208) and $186 respectively	(586)		564
Total other comprehensive income	8,156		557
Comprehensive income (loss)	$	12,899	$	(4,126)

Net income (loss) per share attributable to common stockholders:
Basic	$	0.03	$	(0.03)
Diluted	$	0.03	$	(0.03)
Weighted average common shares outstanding:
Basic	160,996,258		159,524,270
Diluted	161,350,292		159,524,270

The accompanying notes are an integral part of the condensed consolidated financial statements.


CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)


(IN THOUSANDS, EXCEPT SHARE DATA)	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE LOSS		TREASURY STOCK			TOTAL STOCKHOLDERS' EQUITY
	SHARES	AMOUNT								SHARES	AMOUNT
Balance as of December 31, 2024	161,958,810	$	1,620	$	1,216,925	$	(128,281)	$	(13,424)	(949,698)	$	(18,184)	$	1,058,656
Equity-based compensation expense, net of forfeiture	—	—		7,070		—		—		—	—		7,070
Common stock withheld for tax liabilities	—	—		—		—		—		(1,493)	(16)		(16)
Common shares issued for employee share-based compensation	12,744	—		—		—		—		—	—		—
Common shares issued for contingent consideration	455,344	5		5,665		—		—		—	—		5,670

Change in fair value from interest rate swap, net of tax	—	—		—		—		(586)		—	—		(586)
Net income	—	—		—		4,743		—		—	—		4,743
Foreign currency translation adjustment, net of tax	—	—		—		—		8,742		—	—		8,742
Balance as of March 31, 2025	162,426,898	$	1,625	$	1,229,660	$	(123,538)	$	(5,268)	(951,191)	$	(18,200)	$	1,084,279

Balance as of December 31, 2023	160,284,901	$	1,603	$	1,178,461	$	(116,230)	$	(7,593)	(436,615)	$	(9,401)	$	1,046,840
Equity-based compensation expense, net of forfeiture	—	—		9,073		—		—		—	—		9,073
Common stock withheld for tax liabilities	—	—		—		—		—		(60,177)	(1,136)		(1,136)
Common shares issued for employee share-based compensation	188,293	2		(2)		—		—		—	—		—
Common shares issued for contingent consideration	214,692	2		3,705		—		—		—	—		3,707
Change in fair value from interest rate swap, net of tax	—	—		—		—		564		—	—		564
Net loss	—	—		—		(4,683)		—		—	—		(4,683)
Foreign currency translation adjustment, net of tax	—	—		—		—		(7)		—	—		(7)
Balance as of March 31, 2024	160,687,886	$	1,607	$	1,191,237	$	(120,913)	$	(7,036)	(496,792)	$	(10,537)	$	1,054,358

The accompanying notes are an integral part of the condensed consolidated financial statements.


CERTARA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
(IN THOUSANDS)	2025		2024
Cash flows from operating activities:
Net income (loss)	$	4,743	$	(4,683)
Adjustments to reconcile net income (loss ) to net cash provided by operating activities:
Depreciation and amortization of property and equipment	873		432
Amortization of intangible assets	17,741		15,996
Amortization of debt issuance costs	144		380
Provision for credit losses	322		59
Equity-based compensation expense	7,070		9,073
Change in fair value of contingent considerations	(179)		2,878
Goodwill impairment
Deferred income taxes	10,502		(4,829)
Changes in assets and liabilities:
Accounts receivable	8,736		3,635
Prepaid expenses and other assets	1,807		(578)
Accounts payable, accrued expenses, and other liabilities	(27,783)		(14,825)
Deferred revenues	(5,448)		(3,271)
Other operating activities, net	(1,176)		29
Net cash provided by operating activities	17,352		4,296
Cash flows from investing activities:
Capital expenditures	(600)		(619)
Capitalized software development costs	(5,174)		(2,959)


Net cash used in investing activities	(5,774)		(3,578)
Cash flows from financing activities:
Payments on long-term debt	(750)		(755)
Payments for business acquisition related contingent consideration	(13,230)		(8,649)
Payment of taxes on shares withheld for employee taxes	(16)		(943)
Net cash used in financing activities	(13,996)		(10,347)
Effect of foreign exchange rate on cash and cash equivalents	2,321		(546)
Net decrease in cash and cash equivalents, and restricted cash	(97)		(10,175)
Cash and cash equivalents at beginning of period	179,183		234,951
Cash and cash equivalents at end of period	$	179,086	$	224,776
Supplemental disclosures of cash flow information
Cash paid for interest	$	4,648	$	5,395
Cash paid for taxes	$	688	$	3,640
Supplemental schedule of noncash investing and financing activities
Stock issuance or establish liabilities related to business acquisition contingent consideration	$	5,670	$	3,707

The accompanying notes are an integral part of the condensed consolidated financial statements.

CERTARA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

1. Description of Business

Certara, Inc. and its wholly-owned subsidiaries (together, the “Company”) deliver software products and technology-driven services to customers to efficiently carry out and realize the full benefits of biosimulation in drug discovery, preclinical and clinical research, regulatory submissions and market access. The Company is a global leader in biosimulation, and the Company’s biosimulation software and technology-driven services help optimize, streamline, or even waive certain clinical trials to accelerate programs, reduce costs, and increase the probability of success. The Company’s regulatory science and market access software and services are underpinned by technologies such as regulatory submissions software, natural language processing, and Bayesian analytics. When combined, these solutions allow the Company to offer customers end-to-end support across the entire product life cycle.

The Company has operations in the United States, Australia, Canada, China, Egypt, France, Germany, Hungary, India, Italy, Japan, Luxembourg, Netherlands, Philippines, Poland, Portugal, Spain, Switzerland, and the United Kingdom.

2. Summary of Significant Accounting Policies

There have been no changes other than what is discussed herein to the Company’s significant accounting policies as compared to the significant accounting policies described in Note 2. “Summary of Significant Accounting Policies” to the Company’s audited consolidated financial statements included in the Company’s 2024 Annual Report. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as of and for the year ended December 31, 2024.

(a) Basis of Presentation and Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other estimates, assumptions used in the allocation of the transaction price to separate performance obligations, estimates towards the measure of progress of completion on fixed-price service contracts, the determination of fair values and useful lives of long-lived assets as well as intangible assets, goodwill, allowance for credit losses for accounts receivable, recoverability of deferred tax assets, recognition of deferred revenue, valuation of interest rate swaps, determination of fair value of equity-based awards, measurement of fair value of contingent consideration, and assumptions used in testing for impairment of long-lived assets. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements.

(b) Unaudited Interim Financial Statements

The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2025 and

2024, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, and the related interim disclosures are unaudited.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Certain amounts reported in prior periods have been reclassified to conform with the current presentation. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2024 audited consolidated financial statements and notes thereto. The information as of December 31, 2024 in the Company’s condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements included in the Company’s 2024 Annual Report.

In December 2023, the Financial Accounting Standards Board “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU requires disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU will be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the ASU on the disclosures within our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This ASU seeks to improve of the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. In January 2025, the FASB also issued ASU 2025-01 to clarify the effective date. The Company is currently evaluating the impact of the ASU on the disclosures within its consolidated financial statements.

(d) Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

(e) Fair Value Measurements

The Company follows FASB Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements” (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and requires certain disclosures about fair value measurements.

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the most advantageous market for the asset or liability in an orderly transaction. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value.

Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical securities as of the reporting date;

Level 2 — Inputs to the valuation methodology are other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk etc. as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and

Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the securities and the reporting entity makes estimates and assumptions relating to the pricing of the securities including assumptions regarding risk.

If the inputs used to measure fair value fall at different levels of the fair value hierarchy, the hierarchy is based on the lowest level of input that is significant to the fair value measurement. For the acquisitions noted in Note 4, the fair value measurement methods used to estimate the fair value of the assets acquired and liabilities assumed at the acquisition dates utilized a number of significant unobservable inputs of Level 3 assumptions. These assumptions included, among other things, projections of future operating results, implied fair value of assets using an income approach by preparing a discounted cash flow analysis, and other subjective assumptions.

Interest rate swaps are valued in the market using discounted cash flows techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flows’ calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative instrument valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

Contingent liabilities related to acquisitions are measured at fair value using Level 3 unobservable inputs. The Company's estimates of fair value are based upon assumptions believed to be reasonable but that are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent liabilities are included in the earnings in the condensed consolidated statements of operations and comprehensive income (loss).

The Company utilizes Monte Carlo or a series of Black-Scholes-Merton options models to estimate the fair value of the contingent consideration liabilities of business acquisitions. Significant inputs used in the fair value measurement of contingent consideration include: expected eligible revenue for the acquired businesses over the relevant measurement periods, the risk-profile of the expected eligible revenue for the acquired businesses, the uncertainty regarding the expected eligible revenue for the acquired businesses, the risk-free rate of return, the expected timing at which settlement of the contingent liabilities may occur, and the credit-adjusted discount rate associated with the risk of the Company’s future liability payments.

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, 2025:



	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	80,004	$	—	$	—	$	80,004
Interest rate swap assets	—		1,420		—		1,420
Total assets	$	80,004	$	1,420	$	—	$	81,424

Liabilities
Contingent liabilities	$	—	$	—	$	24,860	$	24,860
Total liabilities	$	—	$	—	$	24,860	$	24,860

The following table sets forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2024:


	LEVEL 1		LEVEL2		LEVEL 3		TOTAL
	(In thousands)
Assets
Money market funds	$	79,167	$	—	$	—	$	79,167
Interest rate swap assets	—		2,213		—		2,213
Total assets	$	79,167	$	2,213	$	—	$	81,380

Liabilities
Contingent liabilities	$	—	$	—	$	43,939	$	43,939
Total liabilities	$	—	$	—	$	43,939	$	43,939

For the three month period ended March 31, 2025, there were no transfers between the levels within the fair value hierarchy. The Company’s Level 3 liabilities are acquisition related contingent consideration liabilities.

The following table summarizes the Level 3 activity of the changes in the contingent consideration liability.



	MARCH 31, 2025
	(In thousands)
Beginning balance at December 31, 2024	$	43,939

Payments	(18,900)
Fair value remeasurement	(179)
Ending balance at March 31, 2025	$	24,860

For more information regarding fair value measurements and the fair value hierarchy, see Note 2. “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in the Company’s 2024 Annual Report.

(f) Cash and Cash Equivalents

Cash equivalents include highly liquid investments with maturities of three months or less from the date purchased. The cash and cash equivalents was $179,086 and $179,183 at March 31, 2025 and December 31, 2024, respectively.

(g) Accounts Receivable

Accounts receivable include current outstanding invoices billed to customers. Invoices are typically issued with net 30 days to net 90 days terms upon delivery of the product or upon achievement of billable events for service-based contracts. Unbilled receivables relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Unbilled receivables are billed and transferred to customer accounts receivable when the rights become unconditional. The carrying amount of accounts receivable is reduced by a valuation allowance.

The Company estimates the expected credit losses for accounts receivable using historical loss data adjusted for current economic conditions, including reasonable and supportable forecasts to estimate the relative size of credit losses to be expected. The Company generally writes off a receivable or records a specific allowance for credit losses if it determines that the receivable is not collectible. Allowances for credit losses of $2,244 and $2,164 were provided in the accompanying condensed consolidated financial statements as of March 31, 2025 and December 31, 2024, respectively.

Accounts receivable consists of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Trade receivables	$	77,959	$	90,609
Unbilled receivables	17,485		13,454
Other receivables	238		290
Allowances for credit losses	(2,244)		(2,164)
Accounts receivable, net	$	93,438	$	102,189

The following table presents the information regarding the allowance for credit losses:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Beginning balance	$	2,164	$	1,312
Provision for credit losses	322		1,464
Charge-offs, net of recoveries	(242)		(612)
Ending balance of allowances for credit losses	$	2,244	$	2,164

(h) Derivative Instruments

In the normal course of business, the Company is subject to risk from adverse fluctuations in interest rates. The Company has chosen to manage this risk through the use of derivative financial instruments that consist of interest rate swap contracts. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use

derivative instruments for trading or speculative purposes. The objective of managing exposure to market risk is to limit its impact on cash flows. To qualify for hedge accounting, the interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and be expected to remain, probable of occurring in accordance with the related assertions.

FASB ASC 815, “Derivatives and Hedging,” requires the Company to recognize all derivatives on the balance sheet at fair value. The Company may enter into derivative contracts such as interest rate swap contracts that effectively convert portions of the Company’s floating rate debt to a fixed rate, which serves to mitigate interest rate risk. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company entered into an interest rate swap agreement in May 2022 that pays a fixed interest rate and receives a variable interest rate to modify the interest rate characteristics of term loan debt from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes. The swap agreement has a notional amount of $230,000, a fixed rate of 2.8% and a termination date of August 31, 2025. During the quarter ended September 30, 2023, the Company and the counter party amended the floating rate of the swap agreement from term LIBOR to term SOFR due to LIBOR cessation. At March 31, 2025 and December 31, 2024, the interest swap had a fair value of $1,420 and $2,213, respectively. The gross fair value recognized in accumulated other comprehensive income (loss) was $1,420 and $2,213, at March 31, 2025 and December 31, 2024, respectively.

The Company uses derivatives to manage certain interest exposures and designated all the derivatives as cash flow hedges. The Company records derivatives at fair value on its condensed consolidated balance sheets. Changes in the fair value of derivatives designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss). Those amounts are reclassified into interest expenses in the same period during which the hedged transactions impact earnings. The amount of derivative gains reclassified from accumulated other comprehensive income on derivative instruments recognized in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was $942 and $1,525 for the three months ended March 31, 2025 and 2024, respectively.

The notional amounts, fair values, and classification of derivative instruments in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 were as follows:


Interest rate swap derivative designated as cash flow hedging instrument:	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Notional amounts	$	230,000	$	230,000
Prepaid expenses and other current assets	$	1,420	$	2,213

The net amount of deferred gains related to derivative instruments designated as cash flow hedges that is expected to be reclassified from accumulated other comprehensive gains into earnings over the next twelve months is $1,420.

(i) Revenue Recognition

In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company determines revenue recognition through the following steps:

i. Identification of the contract, or contracts, with a customer

ii. Identification of the performance obligations in the contract

iii. Determination of the transaction price

iv. Allocation of the transaction price to the performance obligations in the contract

v. Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company’s revenue consists of fees for perpetual and term licenses for its software products, post-contract customer support (referred to as maintenance), software as a service (“SaaS”), and professional services including training and other revenue. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

The following describes the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its customers.

Consulting Service Revenues

The Company’s primary professional services offering includes consulting services, which may be either strategic consulting services, reporting and analysis services, regulatory writing services, or any combination of the three. The Company’s professional services contracts are either time-and-materials or fixed fee. Service revenues are generally recognized over time as the services are performed. Generally, these services are delivered to customers electronically. Revenue from time-and-material contracts is recognized on an output basis as labor hours are delivered and/or direct expenses are incurred. Revenues for fixed-price services are generally recognized over time by applying input methods to estimate progress to completion. Accordingly, the number of resources being paid for and the varying lengths of time they are being paid for determine the measure of progress.

Software Licenses

Software license revenue consists primarily of sales of software licenses downloaded and installed by our customers on their own hardware. The license period is generally one year or less and includes an insignificant amount of customer support to assist the customer with the software. Software license performance obligations are generally recognized upfront at the point in time when the software license has been delivered.

Software as a Service (SaaS) Revenues

SaaS revenues consist of subscription fees for access to, and related support for, the Company’s cloud-based solutions. The Company typically invoices subscription fees in advance in annual installments. The invoice is initially deferred and revenue is recognized ratably over the life of the contract. The Company’s software contracts do not typically include variable consideration or options for future purchases that would not be similar to the original goods.

Software Service

Maintenance services agreements on perpetual software consist of fees for providing software updates and for providing technical support for software products for a specified term. Revenue allocated to maintenance services is recognized ratably over the contract term beginning on the delivery date of each offering. Maintenance contracts generally have a term of one year. While the transfer of control of the software training and implementation performance obligations are over time, the services are typically started and completed within a few days. Due to the quick nature of the performance obligation from start to finish and the insignificant amounts, the Company recognizes any software training or implementation revenue at the completion of the service. Any unrecognized portion of amounts paid in advance for licenses and services is recorded as deferred revenue.

Arrangements with Multiple Performance Obligations

For contracts with multiple performance obligations, such as a software license plus software training, implementation, and/or maintenance/support, or in contracts where there are multiple software licenses, the Company determines if the products or services are distinct and allocates the consideration to each distinct performance obligation on a relative standalone selling price basis. The delivery of a particular type of software and each of the user licenses would be one performance obligation. Additionally, any training, implementation, or support and maintenance promises sold as part of the software license agreement would be considered separate performance obligations, as those promises are distinct and separately identifiable from the software licenses. The payment terms in these arrangements are less than one year such that there is no significant financing component.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (deferred revenue, contract liabilities) on the condensed consolidated balance sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., quarterly or monthly) or upon achievement of contractual milestones.

Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts (i.e., unbilled revenue, a component of accounts receivable in the condensed consolidated balance sheets). Contract assets are billed and transferred to customer accounts receivable when the rights become unconditional. The Company typically invoices customers for term licenses, subscriptions, maintenance and support fees in advance with payment due before the start of the subscription term, ranging from one to three years. The Company records the amounts collected in advance of the satisfaction of performance obligations, usually over time, as a contract liability or deferred revenue. Invoiced amounts for non-cancelable services starting in future periods are included in contract assets and deferred revenue. The portion of deferred revenue that will be recognized within 12 months is recorded as current deferred revenue, and the remaining portion is recorded as deferred revenue in the condensed consolidated balance sheets.

Contract balances at March 31, 2025 and December 31, 2024 were as follows:


	MARCH 31, 2025		DECEMBER 31, 2024		DECEMBER 31, 2023
	(In thousands)
Contract assets	$	17,485	$	13,454	$	10,405
Contract liabilities	$	73,312	$	78,878	$	61,748

During the three months ended March 31, 2025, the Company recognized revenue of $37,040 related to contract liabilities at December 31, 2024.

The unsatisfied performance obligations as of March 31, 2025 were $139,205. We expect to recognize approximately $115,330 or 82.8% of this revenue over the next 12 months and the remainder thereafter.

Deferred Contract Acquisition Costs

Under ASC Topic 606, sales commissions paid to the sales force and the related employer payroll taxes, collectively deferred contract acquisition costs, are considered incremental and recoverable costs of obtaining a contract with a customer.

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. The costs capitalized are primarily sales commissions for our sales force personnel. Capitalized costs to obtain a contract are amortized on a straight-line basis over the expected period of benefit. Amortization of capitalized costs is included in sales and marketing expenses in our condensed consolidated statements of operations and comprehensive income (loss).

Capitalized contract acquisition costs were $1,027 and $873 as of March 31, 2025 and December 31, 2024, respectively, and were included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Sources and Timing of Revenue

The Company’s performance obligations are satisfied either over time or at a point in time. The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows:


	THREE MONTHS ENDED MARCH 31,
	2025		2024
	(In thousands)
Software licenses transferred at a point in time	$	19,863	$	15,380
Software licenses transferred over time	26,506		23,927
Service revenues earned over time	59,635		57,347
Total	$	106,004	$	96,654

(j) Earnings per Share

Basic earnings per common share is computed by dividing the net earnings by the weighted-average number of shares outstanding during the reporting period, without consideration for potentially dilutive securities. Diluted shares are calculated under the treasury stock method. Diluted earnings per share is calculated by dividing the net earnings attributable to stockholders by the weighted-average number of shares and dilutive securities outstanding during the period.

3. Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk have consisted principally of cash and cash equivalent investments and trade receivables. The Company invests available cash in bank deposits, investment-grade securities, and short-term interest-producing investments, including government obligations and other money market instruments. At March 31, 2025 and December 31, 2024, the investments were bank deposits, overnight sweep accounts, and money market funds. The Company has

adopted credit policies and standards to evaluate the risk associated with sales that require collateral, such as letters of credit or bank guarantees, whenever deemed necessary. Management believes that any risk of loss is significantly reduced due to the nature of the customers and distributors with which the Company does business.

As of March 31, 2025 and December 31, 2024, no single customer accounted for more than 10% of the Company’s accounts receivable. No single customer accounted for more than 10% of the Company’s revenues during the three months ended March 31, 2025 and 2024.

4. Business Combinations

Acquisitions have been accounted for by using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Amounts allocated to the purchased assets and liabilities assumed are based upon the total purchase price and the estimated fair values of such assets and liabilities on the effective date of the purchase as determined by an independent third party. The results of operations for the acquisitions have been included in the Company’s results of operations prospectively from the date of acquisition.

Since 2013, and as of March 31, 2025, the Company has completed 21 acquisitions, of which 14 have included software or technology. Details of acquisitions that have closed since the beginning of fiscal year 2024 are provided below.

Chemaxon, Kft.("Chemaxon")

On October 1, 2024, the Company acquired 100% of the equity of Chemaxon, a leading cheminformatics company that provides platforms, applications, and solutions to handle chemical entities in life sciences, biotechnology, agrochemicals, new materials, education, and other research industries, for total estimated consideration of $96,401. The acquisition strategically positions Certara in the drug discovery biosimulation market at scale. It complements Certara’s existing biosimulation portfolio which is widely used in later phases of drug development. The business combination was not material to the Company’s consolidated financial statements.

During the first quarter of 2025, the Company recorded a $2,947 adjustment to goodwill and deferred tax balances related to the Chemaxon acquisition, reflecting updates to the purchase price allocation. Based on the Company’s purchase price allocation, approximately $36,000, $11,000, $2,900, $330 and $49,430 of the purchase price were assigned to developed technology, customer relationship, trademark, non-compete agreements, and goodwill, respectively. The Company does not expect goodwill to be deductible due to the fact the Company treated the acquisition as a stock acquisition under the relevant sections of the Internal Revenue Code.

The current purchase price allocation for Chemaxon is preliminary. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the value of deferred taxes and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

The results of operations of the acquired businesses and the fair value of the acquired assets and liabilities assumed are included in the Company’s condensed consolidated financial statements with effect from the date of the acquisitions.

5. Prepaid Expenses and Other Current Assets and Other Long-Term Assets

Prepaid expense and other current assets at March 31, 2025 and December 31, 2024 consisted of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Prepaid expenses	$	12,680	$	8,315
Income tax receivable	5,971		9,341
Research and development tax credit receivable	5,793		7,554
Current portion of interest rate swap asset	1,420		2,213
Other current assets	1,787		2,057
Prepaid expenses and other current assets	$	27,651	$	29,480

Other long-term assets at March 31, 2025 and December 31, 2024 consisted of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Long-term deposits	$	1,462	$	1,457
Deferred financing cost	551		574
Total other long-term assets	$	2,013	$	2,031

6. Long-Term Debt and Revolving Line of Credit

The Company has been a party to a Credit Agreement since August 2017 that provides for a senior secured term loan and commitments under a revolving credit facility (as amended, the “Credit Agreement”). On June 26, 2024, the Company entered into the Fifth Amendment to its Credit Agreement (the "Amendment"), which primarily (1) amended the principal amount of the term loan to $300,000 and its maturity date to June 26, 2031; and (2) extended the termination date associated with the $100,000 revolving credit commitment to June 26, 2029. The term loan under this Amendment has substantially the same terms as the existing term loans and revolving credit commitments. The Credit Agreement is collateralized by substantially all U.S. assets and stock pledges for the non-U.S. subsidiaries and contains various financial and nonfinancial covenants.

As multiple lenders syndicated funds under the credit agreements, the Company assessed whether existing debt was modified, extinguished, or if new debt was issued under GAAP guidelines. This evaluation was conducted separately for each lender's portion of the loans and commitments in the syndication, treating each lender's participation as if separate debt instruments existed. The Company either deferred and amortize debt issuance costs or recognized expenses or losses, according to the applicable accounting guidance for each category.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00% plus an applicable margin rate of 3.00% for the Term Loans and between 3.50% and 2.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio, or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00%, plus an applicable margin rate of 2.00% for the Term Loans or between 2.50% and 1.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio. The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50%, and (c) the Term SOFR rate plus 1.00%. Additionally, the Company is obligated to pay a commitment fee of the unused amount and other customary fees.

As of each of March 31, 2025 and December 31, 2024, available borrowings under the revolving lines of credit were $100,000.

The effective interest rate was 7.33% and 9.24% for the three months ended March 31, 2025 and 2024, respectively, for the term loan debt. As discussed previously, the Company entered into interest rate swap agreements and continues to use the swap to mitigate the interest risk for the Company's debt obligations under the Credit Agreement.

Interest incurred on the Credit Agreement with respect to the term loan amounted to $5,470 and $6,798 for the three months ended March 31, 2025 and 2024, respectively. Accrued interest payable on the Credit Agreement with respect to the term loan amounted to $60 and $61 at March 31, 2025 and December 31, 2024, respectively, and is included in accrued expenses. Commitment fees incurred for the undrawn balance of the revolving line of credit was $94 and $63 for the three months ended March 31, 2025 and 2024, respectively. There was $1 accrued interest payable on the revolving line of credit as of March 31, 2025 and December 31, 2024.

Long-term debt consists of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Term loans	$	297,750	$	298,500
Revolving line of credit	—		—
Less: debt issuance costs	(2,952)		(3,075)
Total	294,798		295,425
Current portion of long-term debt	(3,000)		(3,000)
Long-term debt, net of current portion and debt issuance costs	$	291,798	$	292,425

The principal amount of long-term debt outstanding as of March 31, 2025 matures in the following years:


	Remainder of 2025		2026		2027		2028		2029		Thereafter		TOTAL
	(In thousands)
Maturities	$	2,250	$	3,000	$	3,000	$	3,000	$	3,000	$	283,500	$	297,750

The Credit Agreements require the Company to make an annual mandatory prepayment as it relates to the Company’s Excess Cash Flow calculation. For the year ended December 31, 2024, the Company was not required to make a mandatory prepayment on the term loan. Under the Credit Agreement (as amended by the Amendment), the Company is required to make a quarterly principal payment of $750 on the term loans starting September 30, 2024.

The fair values of the Company’s variable interest term loan and revolving line of credit are not significantly different than their carrying value because the interest rates on these instruments are subject to change with market interest rates.

7. Leases

The Company leases certain office facilities and equipment under non-cancelable operating leases with remaining terms ranging from less than one to nine years.

Operating lease ROU assets are included in other assets. With respect to operating lease liabilities, current operating lease liabilities are included in current liabilities and non-current operating lease liabilities are included in long-term liabilities in the condensed consolidated balance sheets. At March 31, 2025, the weighted average remaining lease terms were 5.75 years for operating leases, and the weighted average discount rate was 5.57% for operating leases. For additional information on the Company's leases, see Note 13. “Leases” to the consolidated financial statements included in the Company’s 2024 Annual Report.

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheets at March 31, 2025 and December 31, 2024:


Lease Position	Balance Sheet Classification	MARCH 31, 2025		DECEMBER 31, 2024
		(In thousands)
Assets
Operating lease assets	Operating lease right-of-use assets	$	13,205	$	13,841

Total lease assets		$	13,205	$	13,841

Liabilities
Current
Operating	Other current liabilities	$	4,536	$	5,306


Noncurrent
Operating	Operating lease liabilities, net of current portion	9,834		11,166
Total lease liabilities		$	14,370	$	16,472

The following table summarizes by year the maturities of our minimum lease payments as of March 31, 2025:


	OPERATING LEASES
	(In thousands)
Remainder of 2025	$	3,960
2026	3,798
2027	2,724
2028	1,079
2029	1,044
Thereafter	5,097
Total future lease payments	17,702
Less: imputed interest	(3,332)
Total	$	14,370

8. Accrued Expenses and Other Liabilities

Accrued expenses consist of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Accrued compensation	$	18,634	$	31,045
Legal and professional accruals	2,525		2,886
Interest payable	51		51
Income taxes payable	439		430
Short-term contingent consideration liabilities	545		20,887
Other	1,246		1,152
Total accrued expenses	$	23,440	$	56,451

Other long-term liabilities consist of the following:


	MARCH 31, 2025		DECEMBER 31, 2024
	(In thousands)
Uncertain tax position liability	$	1,742	$	1,718
Contingent consideration	24,860		23,581
Total other long-term liabilities	$	26,602	$	25,299

9. Equity-Based Compensation

The Company’s equity-based compensation programs are intended to attract, retain and provide incentives for employees, officers, and directors. The Company has the following stock-based compensation plans and programs.

Restricted Stock

The majority of the Company’s restricted stock awarded to its employees was originally issued on December 10, 2020 in exchange for the Class B Profits Interest Unit (the “Class B Units”) of EQT Avatar Parent LP, which was the former parent of the Company.

Share-based compensation for the restricted stock exchanged for the time-based Class B Units is recognized on a straight-line basis over the requisite service period of the award, which is generally five years. Share-based compensation for the restricted stock exchanged for the performance-based Class B Units is recognized using the accelerated attribution approach.


	SHARES	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested restricted stock as of December 31, 2024	157,486	$	22.94
Granted	—	—
Vested	(23,762)	23.00
Forfeited	—	—
Non-vested restricted stock as of March 31, 2025	133,724	$	22.93

___________________________________

Equity-based compensation expenses related to the restricted stock exchanged for performance-based Class B Units were $66 and $250 for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the accelerated attribution approach was $94, which is expected to be recognized over a weighted-average period of 5.5 months.

Equity-based compensation expenses related to the restricted stock exchanged for time-based Class B Units were $124 and $377 for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, the total unrecognized equity-based compensation expense related to outstanding restricted stock recognized using the straight-line attribution approach was $197, which is expected to be recognized over a weighted-average period of 5.3 months.

2020 Incentive Plan

In order to align the Company’s equity compensation program with public company practices, the Company’s Board of Directors adopted and stockholders approved the 2020 Incentive Plan. The 2020 Incentive Plan allows for grants of non-qualified stock options, incentive stock options, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to employees, directors, officers, and consultants or advisors of the Company. The 2020 Incentive Plan allows for 20,000,000 shares (the “plan share reserve”) of common stock to be issued. No more than the number of shares of common stock equal to the plan share reserve may be issued in aggregate pursuant to the exercise of incentive stock options. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $1,000,000 in total value, except for certain awards made to a non-executive chair of our Board of Directors.

Restricted Stock Units

RSUs represent the right to receive shares of the Company’s common stock at a specified date in the future. The fair value of the RSUs is based on the fair value of the underlying shares on the date of grant.

A summary of the Company’s RSU activity is as follows:


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested RSUs as of December 31, 2024	3,204,589	$	19.61
Granted	—	—
Vested*	(4,081)	21.08
Forfeited	(93,840)	18.34
Non-vested RSUs as of March 31, 2025	3,106,668	$	19.65

___________________________________

* The number of the RSUs vested included 1,493 shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

Equity-based compensation expenses related to the RSUs were $6,733 and $7,705 for three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, the total unrecognized equity-based compensation expense related to outstanding RSUs was $32,634, which is expected to be recognized over a weighted-average period of 20.8 months.

Performance Stock Units

PSUs are issued under the 2020 Incentive Plan and represent the right to receive shares of the Company’s common stock at a specified date in the future based on the satisfaction of various service conditions and the achievement of certain performance thresholds, including year over year revenue growth, unlevered free cash flow growth, annual revenue, and annual EBITDA. The PSUs granted in 2023 and 2024 also contains market conditions.

Share-based compensation for the PSUs is only recognized to the extent a threshold is probable of being achieved and is recognized using the accelerated attribution approach. The Company will continue to assess the probability of each condition being achieved at each reporting period to determine whether and when to recognize compensation costs.

A summary of the Company’s PSU activity for the period ended March 31, 2025 is as follows:


	UNITS	WEIGHTED- AVERAGE GRANT DATE FAIR VALUE
Non-vested PSUs as of December 31, 2024	645,377	$	20.95
Granted	—	—
Vested	—	—
Forfeited	—	—
Cancelled*	(201,138)	22.13
Non-vested PSUs as of March 31, 2025	444,239	$	20.42

__________________________________

*During the first quarter of 2025, the Company cancelled 201,138 PSU shares that did not meet the required performance conditions for vesting.

Equity-based compensation expenses related to the PSUs were $148 and $636 for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, the total unrecognized equity-based compensation expense related to outstanding PSUs was $611, which is expected to be recognized over a weighted-average period of 14.5 months.

The following table summarizes the components of total equity-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss) for each period presented:


	THREE MONTHS ENDED MARCH 31,
		2025		2024
	(In thousands)
Cost of revenues		$	3,134	$	3,239
Sales and marketing		834		617
Research and development		933		1,649
General and administrative		2,169		3,568
Total		$	7,070	$	9,073

10. Commitments and Contingencies

Contingent consideration

In connection with certain of the Company's business acquisitions, the Company is required to pay additional consideration if the acquired businesses achieve certain eligible revenue thresholds for certain periods. Furthermore, the Company agreed to pay additional contingent consideration related to a business acquisition, contingent on the resolution of certain tax-related contingencies. For the three months ended March 31, 2025, the Company paid contingent consideration of $18,900, consisting of $13,230 in cash and $5,670 in Company stock. The total contingent liabilities were $25,405 and $44,468 at March 31, 2025 and December 31, 2024, respectively. The contingent liabilities are included in accrued expenses and other long-term liabilities in the Company's condensed consolidated balance sheet.

Legal proceedings

The Company does not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on its condensed consolidated financial statements as of March 31, 2025.

Assurance-type warranty

The Company includes an assurance commitment warranting that the application software products will perform in accordance with written user documentation and the agreements negotiated with customers. Since the Company does not customize its application software, warranty costs have historically been insignificant and expensed as incurred.

For information related to commitments for future minimum lease payments, please see Note 7. "Leases".

11. Segment Data

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. The Company’s CODM allocates resources and assesses performance based upon financial information at the consolidated level. The accounting policies of the Company's single segment are the same as those described in the summary of significant accounting policies. The inter-companies balances and transactions are eliminated.

As the Company operates and reports in a single reportable segment, the Company's CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The CODM uses net income and other performance indicators to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions. Net income is also used to monitor budget versus actual results.

The Company manages the business activities on a consolidated basis. The Company's operating segment provides technology-enabled services and software products to its customers. The Company’s revenue consists of fees for its software products and services. The revenue is primarily generated from Americas. See item (i) - Revenue recognition under Note 2. “Summary of Significant Accounting Policies", for a description of the Company’s revenue categories.

The following table summarizes revenue by geographic area for the three months ended March 31, 2025 and 2024:


		THREE MONTHS ENDED MARCH 31,
		2025		2024
	(In thousands)
Revenue(1):
Americas		$	71,953	$	69,165
EMEA		25,790		20,843
Asia Pacific		8,261		6,646
Total		$	106,004	$	96,654

___________________________________

(1) Revenue is attributable to the countries based on the location of the customer.

The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses.


	THREE MONTHS ENDED MARCH 31,
	2025		2024
	(In thousands)
Revenues	$	106,004	$	96,654
Less:
Employee expense-non equity	59,565		55,031
Equity-based compensation expense	7,070		9,073
Equipment and software expense	3,820		3,450
Direct cost of revenues	1,717		1,210
Professional services expense	7,303		6,654
Change in fair value of contingent consideration	(179)		2,878
Intangible asset amortization	17,741		15,996
Depreciation expense	873		432
Other segment expense*	(1,254)		1,613
Interest expense	4,806		5,751
Income tax benefit	(201)		(751)
Segment net income	$	4,743	$	(4,683)

Reconciliation of profit or loss
Adjustments and reconciling items	—		—

Consolidated net income	$	4,743	$	(4,683)

* Other segment expense items included in segment net income include facilities related expense, marketing, travel, insurance, foreign currency exchange gains and losses, and other overhead expense.

12. Income Taxes

The Company generally records its interim tax provision based upon a projection of the Company's estimated annual effective tax rate ("EAETR"). This EAETR is applied to the year-to-date consolidated pre-tax income to determine the interim provision for income taxes before discrete items. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings, permanent differences, adjustments to the valuation allowances, and discrete items. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

The Company's global ETR for the three months ended March 31, 2025 and 2024 were (4)% and 14%, respectively, including discrete tax items. The current year decrease in the ETR was principally due to the combined effect of the overall decrease in pre-tax book loss, the impact of non-deductible items, and the tax effect of certain discrete items.

13. Earnings per Share

Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding for the period. Diluted earnings per share is computed by dividing the net income (loss) attributable to stockholders by the weighted-average number of shares and dilutive potential common shares during the period.


	THREE MONTHS ENDED MARCH 31,
	2025		2024

Net income (loss) available to common shareholders	$	4,743	$	(4,683)
Basic weighted-average common shares outstanding	160,996,258		159,524,270
Basic earnings per common share	$	0.03	$	(0.03)

Diluted earnings per share
Net income (loss) available to common shares	$	4,743	$	(4,683)
Basic weighted-average common shares outstanding	160,996,258		159,524,270
Dilutive potential common shares*	354,034		—
Diluted weighted-average common shares outstanding	161,350,292		159,524,270
Diluted earnings per common share	$	0.03	$	(0.03)

__________________________________

•For the period ended March 31, 2024, the Company excluded potentially dilutive securities from the calculation of diluted earnings per share that could potentially dilute earnings per share in the future because of the anti-dilutive effect of the reported net loss.

14. Subsequent Event

On April 14, 2025, the Company issued a press release announcing that its Board of Directors had approved a $100,000 thousand share repurchase program for its outstanding common shares. On the same day, the Company also announced that Arsenal Capital Partners, its largest shareholder, had agreed to a one-year lock-up on the sale of shares acquired by Arsenal and affiliates from EQT, the Company's former parent, in a December 2022 transaction.

Repurchases of shares of the Company’s common stock may be conducted through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including through trading plans pursuant to Rule 10b5-1 under the Exchange Act. The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report and our 2024 Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report, particularly in the section “Special Note Regarding Forward-Looking Statements” of this Quarterly Report.

We intend the discussion of our financial condition and results of operations that follows to provide information that will assist the reader in understanding our condensed consolidated financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies, and estimates affect our condensed consolidated financial statements.

Executive Overview

We are a global leader in biosimulation technology and solutions for using Model-Informed Drug Development (“MIDD”) in the global biopharmaceutical industry. Biosimulation and MIDD can increase the probability of success in bringing a new drug to market and decrease the costs of drug development. In addition, MIDD strategies are increasingly utilized to help predict commercial success, a critical part of the drug development process as new products must be both approved by regulators and adopted by the market. Our goal is to enable the life science industry to use data, modeling, and analytics to make better decisions during drug development and commercialization to increase productivity rates and vastly reduce development costs.

Drug development is necessarily a highly regulated process involving the collection of vast amounts of laboratory, clinical and evidence data, and there are many failures at every step along the way which add to total cost. On average, the pharmaceutical industry spends more than $270 billion annually on research and development ("R&D"). Generally, companies spend an average of $6.2 billion per FDA-approved drug to develop one new medicine, including the cost of failures, according to "Analysis of pharma R&D productivity - a new perspective needed" on Drug Discovery Today. Our software and scientists incorporate modern advances in scientific understanding, drug development experience, data analysis, and AI resulting in significant opportunities to decrease the cost and increase the odds of new drug approval and commercial success.

Our proprietary biosimulation platforms are built on biology, chemistry, and pharmacology principles with proprietary mathematical algorithms that model how medicines and diseases behave in the body. For over two decades, our scientists have developed and validated our biosimulation technology using data from scientific literature, laboratory research, preclinical and clinical studies. To do this, we have developed solutions for the collection, standardization, validation, storage, and analysis of the preclinical and clinical data needed for MIDD. These data solutions are used internally and by global life sciences companies.

The scientific principles underlying our work must be transparent and fully explainable during the regulatory process, so we have developed expertise in incorporating data and results into regulatory documents. Our

software and regulatory services streamline the creation of regulatory filings and speed regulatory data flow to maximize the chances of successful commercialization.

AI and machine learning technologies are being incorporated across our software and services portfolios, providing opportunities to expand the number of data sources utilized, better predict outcomes, and streamline reporting. For example, we are using machine learning to automate and speed the process of biosimulation, and we have created an AI application to aid in drafting regulatory documents from scientific analyses and clinical data. We believe that AI predictive models will continue to enhance the accuracy and usefulness of biosimulation models and will be utilized broadly across drug development.

We deliver software and technology-enabled services. Our strategy is to create and apply validated software applications that can be used broadly in the life science industry. We offer services, leveraging our technology, delivered by scientists with extensive drug development experience to aid our clients in applying biosimulation and MIDD to their specific projects.

Since 2014, customers who leverage our solutions have received 90% or more of all new drug approvals by FDA. We have worked with more than 2,400 life sciences companies and academic institutions and have collaborated on more than 9,000 customer projects in the last decade across a wide variety of therapeutic areas ranging from cancer and hematology to diabetes and hundreds of rare diseases. Our software products are licensed by more than 94,000 users and are also used by 23 global drug regulatory agencies, including the FDA and Japan’s Pharmaceuticals and Medical Devices Agency (the “PMDA”).

With continued innovation in and adoption of our biosimulation software, technology, and services, we believe more life science companies worldwide will leverage more of our end-to-end platform to reduce cost, accelerate speed to market, and ensure safety and efficacy of medicines for all patients.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depend on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve the results of our operations.

Customer Retention and Expansion

Our future operating results depend, in part, on our ability to successfully enter new markets, increase our customer base, and retain and expand our relationships with existing customers. We monitor two key performance indicators to evaluate retention and expansion: new bookings and net retention rates.

•Bookings: Our new bookings represent the estimated contract value of a signed contract or purchase order where there is sufficient or reasonable certainty about the customer’s ability and intent to fund and commence the software and/or services. Bookings vary from period to period depending on numerous factors, including the overall health of the biopharmaceutical industry, regulatory developments, industry consolidation, and sales performance. Bookings have varied and will continue to vary significantly from quarter to quarter and from year to year.

•Net Retention Rates: Our net retention rates measure the percentage of recurring revenue that is retained from existing software customers over a specific period of time, inclusive of price increases and expansion, excluding revenue from acquisitions occurred within the past 12 months.

The table below summarizes our quarterly bookings and net software retention rate trends:


	2025			2024
	Q1			Q1
	(in millions except percentage)
Bookings	$	118.2		$	105.8
Net Retention Rates	102.4		%	114.1		%

Investments in Growth

We have invested and intend to continue to invest in expanding the breadth and depth of our solutions, including through acquisitions and international expansion. We expect to continue to invest in (i) scientific talent to expand our ability to deliver solutions across the drug development spectrum; (ii) sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies; (iii) research and development to support existing solutions and innovate new technology; (iv) other operational and administrative functions to support our expected growth; and (v) complementary businesses. We expect that our headcount and our total operating expenses will continue to increase over time.

Our Operating Environment

The acceptance of model-informed biopharmaceutical discovery and development by regulatory authorities affects the demand for our products and services. Support for the use of biosimulation in discovery and development from regulatory bodies, such as the FDA and European Medicines Agency, has been critical to its rapid adoption by the biopharmaceutical industry. There has been a steady increase in the recognition by regulatory and academic institutions of the role that modeling and simulation can play in the biopharmaceutical development and approval process, as demonstrated by new regulations and guidance documents describing and encouraging the use of modeling and simulation in the biopharmaceutical discovery, development, testing, and approval process, which has directly led to an increase in the demand for our products and services. Changes in government or regulatory policy, or a reversal in the trend toward increasing the acceptance of and reliance upon in silico data in the drug approval process, could decrease the demand for our products and services or lead regulatory authorities to cease use of, or recommend against the use of, our products and services.

Governmental agencies throughout the world, but particularly in the United States where the majority of our customers are based, strictly regulate the biopharmaceutical development process. Our business involves helping biopharmaceutical companies strategically and tactically navigate the regulatory approval process. New or amended regulations are expected to result in higher regulatory standards and often additional revenues for companies that service these industries. However, some changes in regulations, such as a relaxation in regulatory requirements or the introduction of streamlined or expedited approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our regulatory strategy services less competitive, could eliminate or substantially reduce the demand for our regulatory services. Additionally, a new government administration may lead to either stricter or more relaxed regulatory environments. Currently, the new U.S. federal administration shows signs of reforming the pharmaceutical industry, particularly focusing on drug pricing and accelerated drug approval. These changes are expected to potentially have a significant impact on the biopharmaceutical industries, creating a mix of opportunities and challenges for us.

In addition to the external regulatory environment, internally, we initiated a review process in 2024 to evaluate the long-term strategic options for our regulatory services business. This review could result in several potential directions for the business, which could potentially have a significant impact on our operations.

Competition

The market for our biosimulation products and related services for the biopharmaceutical industry is competitive and highly fragmented. In our view, the principal competitive factors in our market are the functionality and quality of models, the breadth of molecular types, therapeutic areas, and modalities supported, regulator acceptance of our solutions, ease of use and functionality of applications, depth of experience in drug development, brand awareness and reputation, total cost, and the ability to securely integrate with other enterprise applications and the overall drug development process in the customer.

Macroeconomic conditions

Uncertain macroeconomic conditions, including higher inflation, rising interest rates and instability in the financial system, trade disputes, tariffs, changes in government funding, geopolitical conflicts, and pandemics or other infectious disease outbreaks, may pose challenges to our business.

Non-GAAP Measures

Management uses various financial metrics, including total revenues, income from operations, net income, and certain metrics that are not required by, or presented in accordance with, GAAP, such as adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, to measure and assess the performance of our business, to evaluate the effectiveness of our business strategies, to make budgeting decisions, to make certain compensation decisions, and to compare our performance against that of other peer companies using similar measures. We believe that the presentation of the GAAP and the non-GAAP metrics in this filing will aid investors in understanding our business.

Management measures operating performance based on adjusted EBITDA defined for a particular period as net income (loss) excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, intangible asset amortization, equity-based compensation expense, change in fair value of contingent consideration, acquisition, and other items not indicative of our ongoing operating performance. Management also measures operating performance based on adjusted net income defined for a particular period as net income (loss) excluding equity-based compensation expense, amortization of acquisition-related intangible assets, goodwill impairments, change in fair value of contingent consideration, acquisition and integration expense, and other items not indicative of our ongoing operating performance. Further, management measures operating performance based on adjusted diluted earnings per share defined for a particular period as adjusted net income divided by the weighted-average diluted common shares outstanding.

We believe adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical periods. In addition, these measures are frequently used by analysts, investors, and other interested parties to evaluate and assess performance.

Adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share are non-GAAP measures and are presented for supplemental purposes only and should not be considered as an alternative or substitute to financial information presented in accordance with GAAP. Adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations and comprehensive income (loss) that are necessary to run our business. Other companies, including those in our industry, may not use these measures and may calculate them differently than those presented, limiting the usefulness as a comparative measure.

The following table reconciles net income (loss) to Adjusted EBITDA:


	THREE MONTHS ENDED MARCH 31,
	2025		2024
	(in thousands)
Net income (loss)(a)	$	4,743	$	(4,683)
Interest expense(a)	4,806		5,751
Interest income(a)	(1,642)		(2,574)
Benefit from income taxes(a)	(201)		(751)
Depreciation and amortization expense(a)	873		432
Intangible asset amortization(a)	17,741		15,996
Currency (gain) loss(a)	(62)		876
Equity-based compensation expense(b)	7,070		9,073
Change in fair value of contingent consideration(d)	(179)		2,878
Acquisition-related expenses(e)	876		1,714
Reorganization expense(f)	151		51
Loss on disposal of fixed assets(g)	6		—
Executive recruiting expense(h)	661		380
Adjusted EBITDA	$	34,843	$	29,143

The following table reconciles net income (loss) to adjusted net income:


	THREE MONTHS ENDED MARCH 31,
	2025		2024
	(in thousands)
Net income (loss) (a)	$	4,743	$	(4,683)
Currency (gain) loss(a)	(62)		876
Equity-based compensation expense(b)	7,070		9,073
Amortization of acquisition-related intangible assets(c)	14,052		13,348
Change in fair value of contingent consideration(d)	(179)		2,878
Acquisition-related expenses(e)	876		1,714
Reorganization expense(f)	151		51
Loss on disposal of fixed assets(g)	6		—
Executive recruiting expense(h)	661		380
Income tax expense impact of adjustments(i)	(5,071)		(7,089)
Adjusted net income	$	22,247	$	16,548

The following table reconciles diluted earnings per share to adjusted diluted earnings per share:


	THREE MONTHS ENDED MARCH 31,
	2025		2024

Diluted earnings per share(a)	$	0.03	$	(0.03)
Currency (gain) loss(a)	—		0.01
Equity-based compensation expense(b)	0.04		0.05
Amortization of acquisition-related intangible assets(c)	0.09		0.08
Change in fair value of contingent consideration(d)	—		0.02
Acquisition-related expenses(e)	0.01		0.01
Reorganization expense(f)	—		—
Loss on disposal of fixed assets(g)	—		—
Executive recruiting expense(h)	—		—
Income tax expense impact of adjustments(i)	(0.03)		(0.04)
Adjusted diluted earnings per share	$	0.14	$	0.10

Basic weighted average common shares outstanding	160,996,258		159,524,270
Effect of potentially dilutive shares outstanding (j)	354,034		889,094
Adjusted diluted weighted average common shares outstanding	161,350,292		160,413,364

__________________________________

(a)Represents a measure determined under GAAP.

(b)Represents expenses related to equity-based compensation. Equity-based compensation has been, and we expect will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.

(c)Represents amortization costs associated with acquired intangible assets in connection with business acquisitions.

(d)Represents expense associated with remeasuring fair value of contingent consideration of business acquisitions.

(e)Represents costs associated with mergers and acquisitions and any retention bonuses pursuant to the acquisitions.

(f)Represents expenses related to reorganization, including legal entity reorganization and lease abandonment costs associated with the evaluation of our office space footprint.

(g)Represents the gain or loss related to the disposal of fixed assets.

(h)Represents recruiting and relocation expenses related to hiring senior executives.

(i)Represents the income tax effect of the non-GAAP adjustments calculated using the applicable statutory rate by jurisdiction.

(j)Represents potentially dilutive shares that were included from our GAAP diluted weighted average common shares outstanding.

In addition to adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, management also uses organic revenue, a non-GAAP financial metric, to measure the growth of our existing business operations excluding the impact of acquisitions and divestitures. Our definition of organic revenue may not be comparable to similarly titled measures used by other companies and is not a measure of performance presented in accordance with GAAP.

The table below presents revenue growth from organic operations and acquisitions:


	THREE MONTHS ENDED MARCH 31,	Growth Q1 2025 vs Q1 2024
	2025	%
	(in thousands except percentage)
Total revenues	106,004	10	%
Revenue related to acquisition	(5,858)	6	%
Organic revenue	100,146	4	%

Components of Results of Operations

Revenues

Our business generates revenue from the sales of software products and the delivery of consulting services.

•Software. Our software business generates revenues from software licenses, software subscriptions and software maintenance as follows:

•Software licenses: We recognize revenue for software license fees up front, upon delivery of the software license.

•Software subscription: Subscription revenue consists of subscription fees to provide our customers access to and related support for our cloud-based solutions. We recognize subscription fees ratably over the term of the subscription, usually one to three years. Any subscription revenue paid upfront that is not recognized in the current period is included in deferred revenue in our condensed consolidated balance sheet until earned.

•Software maintenance: Software maintenance revenue includes fees for providing updates and technical support for software offerings. Software maintenance revenue is recognized ratably over the contract term, usually one year.

•Services. Our services business generates revenues primarily from technology-driven services and professional services, which include software implementation services. Our service arrangements are time and materials, a fixed fee, or prepaid. Revenues are recognized over the time as services are performed for time and materials, and over time by estimating progress to completion for fixed fee and prepaid services.

Cost of Revenues

Cost of revenues consists primarily of employee related expenses, equity-based compensation, the costs of third-party subcontractors, travel costs, distributor fees, amortization of capitalized software, and allocated overhead. We may add or expand computing infrastructure service providers, make additional investments in the availability and security of our solutions, or add resources to support our growth.

Operating Expenses

•Sales and Marketing. Sales and marketing expenses consist primarily of employee-related expenses, equity-based compensation, sales commissions, brand development, advertising, travel-related expenses, and industry conferences and events. We plan to continue to invest in sales and marketing to increase penetration of our existing client base and expand to new clients.

•Research and Development. R&D expense consist primarily of employee-related expenses, equity-based compensation, third-party consulting, software costs, and tax credits. We plan to continue to invest in our R&D efforts to enhance and scale our software product offerings by development of new features and increased functionality.

•General and Administrative. General and administrative expenses ("G&A") consist of personnel-related expenses associated with our executive, legal, finance, human resources, information technology, and other administrative functions, including salaries, benefits, bonuses, and equity-based compensation. G&A expenses also include professional fees for external legal, accounting and other consulting services, allocated overhead costs, and other general operating expenses.

•Intangible Asset Amortization. Intangible asset amortization consists primarily of amortization expense related to intangible assets recorded in connection with acquisitions and amortization of capitalized software development costs.

•Depreciation and Amortization Expense. Depreciation and amortization expenses consist of depreciation of property and equipment and amortization of leasehold improvements.

Other Expenses

•Interest Expense. Interest expense consists primarily of interest expense associated with our Credit Agreement, including amortization of debt issuance costs and discounts.

•Net Other Income (Expense). Net other income (expense) consists of miscellaneous non-operating expenses primarily comprised of interest income and foreign exchange transaction gains and losses.

•Provision for (Benefit from) Income Taxes. Provision for (benefit from) income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We expect income tax expense to increase over time as the Company continues to grow more profitable.

Business Combinations

Since 2013 and as of March 31, 2025, we have completed 21 acquisitions, of which 14 have included software or technology. Details of acquisitions that have closed since the beginning of fiscal year 2024 are provided below. We continually seek and assess a range of highly focused opportunities in our immediately addressable market and in related adjacent markets, whether through acquisitions, licenses, or partnerships.

Chemaxon, Kft. ("Chemaxon")

On October 1, 2024, we completed the acquisition of 100% of the equity of Chemaxon, a software company that develops leading software products for chemical structure drawing, property prediction, search, and analysis, for a total cash consideration of $96.4 million. Based on our purchase price allocation, approximately $36.0 million, $11.0 million, $2.9 million, $0.3 million, and $49.4 million of the purchase price was assigned to developed technology, customer relationships, trademark, non-compete agreement, and goodwill, respectively. The results of Chemaxon have been included in our consolidated results of operations and comprehensive income (loss) since the date of acquisition.

The current purchase price allocation for Chemaxon is preliminary. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of deferred taxes and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

For more information about our acquisitions, see Note 4. “Business Combinations” in the notes to the condensed consolidated financial statements.

Results of Operations

We have included the results of operations of acquired companies in our condensed consolidated results of operations from the date of their respective acquisitions, which impacts the comparability of our results of operations when comparing results for the three months ended March 31, 2025 to the three months ended March 31, 2024, respectively.

Three Months Ended March 31, 2025 Versus Three Months Ended March 31, 2024

The following table summarizes our unaudited statements of operations data for the three months ended at March 31, 2025 and 2024:

Revenues


	THREE MONTHS ENDED MARCH 31,				CHANGE
	2025		2024		$		%
	(in thousands)
Software	$	46,369	$	39,307	$	7,062	18	%
Services	59,635		57,347		2,288		4	%
Total revenues	$	106,004	$	96,654	$	9,350	10	%

Total revenues increased $9.4 million, or 10%, to $106.0 million for the three months ended March 31, 2025 as compared to the same period in 2024. The overall revenue growth was primarily due to an increase in revenue from our technology-enabled services and software product offerings, driven by growth from business acquisition, which increased by $5.9 million, as well as strong demand from existing customers, expansion of relationships with existing customers and new customers.

Software revenues increased $7.1 million, or 18%, to $46.4 million for the three months ended March 31, 2025 as compared to the same period in 2024, primarily driven by by growth from business acquisition, which increased by $5.6 million, as well as strong demand within existing customers, and expansion of relationships with existing customers.

Services revenues increased $2.3 million, or 4%, to $59.6 million for the three months ended March 31, 2025 as compared to the same period in 2024, primarily attributed to continued growth in technology-enabled services with existing and new customers.

Cost of Revenues


	THREE MONTHS ENDED MARCH 31,				CHANGE
	2025		2024		$		%
	(in thousands)
Cost of revenues	$	41,521	$	39,255	$	2,266	6	%

Cost of revenues increased $2.3 million, or 6%, to $41.5 million for the three months ended March 31, 2025 as compared to the same period in 2024. The increase was primarily due to a $1.2 million increase in intangible assets amortization, a $0.6 million increase in licensing cost, and a $0.5 million increase related to executive recruiting expenses.

Sales and Marketing Expenses


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Sales and marketing	$	12,717		$	10,687		$	2,030	19	%
% of total revenues	12		%	11		%

Sales and marketing expenses increased by $2.0 million, or 19%, to $12.7 million for the three months ended March 31, 2025 as compared to the same period in 2024. Sales and marketing expenses increased primarily due to a $2.0 million increase in employee-related costs mainly resulting from head count growth driven by acquisitions along with investment to build the commercial organization, and a $0.2 million increase in stock-based compensation costs, partially offset by a $0.3 million decrease in travel related expenses.

Research and Development Expenses


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Research and development	$	10,522		$	11,995		$	(1,473)	(12)	%
% of total revenues	10		%	12		%

Research and development expenses decreased by $1.5 million, or 12%, to $10.5 million for the three months ended March 31, 2025 as compared to the same period in 2024. The decrease in research and development expenses was primarily due to a $2.3 million increase in capitalized cost in R&D, reflecting strategic investments, a $0.7 million decrease in stock-based compensation costs, and a $0.2 million decrease in licensing cost, partially offset by a $1.8 million increase in employee-related costs, mainly resulting from head count

growth associated with investments in software development, including AI integration across our product portfolio.

General and Administrative Expenses


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
General and administrative	$	19,654		$	22,979		$	(3,325)	(14)	%
% of total revenues	19		%	24		%

General and administrative expenses decreased by $3.3 million, or 14%, to $19.7 million for the three months ended March 31, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was primarily due to a $3.1 million decrease related to remeasurement changes in the fair value of contingent consideration, a $1.4 million decrease in stock-based compensation costs, and a $0.8 million increase in lease abandonment gains, and partially offset by a $0.7 million increase in employee-related costs primarily resulting from headcount growth and organizational restructure, a $0.5 million increase in business acquisition costs, a $0.3 million increase in provision for credit allowance, a $0.3 million increase in public company expenses and other miscellaneous expenses, and a $0.2 million increase in professional and consulting expenses.

Intangible Asset Amortization


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Intangible asset amortization	$	13,094		$	12,593		$	501	4	%
% of total revenues	12		%	13		%

Intangible asset amortization expense increased by $0.5 million, or 4%, to $13.1 million for the three months ended March 31, 2025 as compared to the same period in 2024. The increase in intangible asset amortization expense was primarily due to a $1.0 million increase in amortization in capitalized software, and offset by a $0.5 million decrease in amortization from acquired intangible assets.

Depreciation and Amortization Expense


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Depreciation and amortization	$	873		$	432		$	441	102	%
% of total revenues	1		%	—		%

Depreciation and amortization expense increased $0.4 million, to $0.9 million for the three months ended March 31, 2025 as compared to the same period in 2024. The increase in depreciation and amortization expense was primarily due to a $0.5 million increase in depreciation expense for computer equipment.

Interest Expense


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Interest expense	$	4,806		$	5,751		$	(945)	(16)	%
% of total revenues	5		%	6		%

Interest expense decreased by $0.9 million, or 16%, to $4.8 million for the three months ended March 31, 2025, as compared to the same period in 2024. The change in interest expense was primarily due to a $1.3 million decrease in interest from our floating rate term loan debt, primarily due to a decline in market interest rates and a reduced base margin rate resulting from the refinancing of the term loan, and a $0.2 million decrease related with the amortization of debt issuance cost, partially offset by a $0.6 million decrease in gain from our interest swap hedge activities.

Net Other (Income) expense


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Net other (income) expense	$	(1,725)		$	(1,604)		$	(121)	8	%
% of total revenues	(2)		%	(2)		%

Net other income increased by $0.1 million to $1.7 million for the three months ended March 31, 2025 as compared to the same period in 2024. The increase in net other income was primarily due to a $0.9 million increase in gain from remeasurement related to the fluctuation of the foreign currency rate, along with a $0.1 million increase in miscellaneous income, partially offset by a $0.9 million decrease in interest income.

Benefit for Income Taxes


	THREE MONTHS ENDED MARCH 31,						CHANGE
	2025			2024			$		%
	(in thousands)
Benefit for Income Taxes	$	(201)		$	(751)		$	550	73	%
Effective income tax rate	(4)		%	14		%

Our income tax benefit was $0.2 million, resulting in an effective income tax rate of (4)% for the three months ended March 31, 2025 as compared to an income tax benefit of $0.8 million, or an effective income tax rate of 14%, for the same period in 2024. Our income tax benefit for the three months ended March 31, 2025 and 2024 was primarily due to the tax effects of U.S. pre-tax income, the relative mix of domestic and international earnings, the impact of non-deductible items, adjustments to the valuation allowances, the effects of tax elections made for U.K. earnings, and discrete tax items.

Net Income (Loss)


	THREE MONTHS ENDED MARCH 31,				CHANGE
	2025		2024		$		%
	(in thousands)
Net income (loss)	$	4,743	$	(4,683)	$	9,426	201	%

Net income was $4.7 million representing a $9.4 million increase in net income for the three months ended March 31, 2025 as compared to a net loss of $4.7 million for the same period of 2024. The increase in net income was primarily due to a $9.4 million increase in revenue, a $1.8 million decrease in operating expenses, and a $1.1 million increase in total net other income, partially offset by a $2.3 million increase in cost of revenue, and a $0.6 million decrease in tax benefit.

Liquidity and Capital Resources

We have consistently generated positive cash flow from operations, providing $17.4 million and $4.3 million as a source of funds for the three months ended March 31, 2025 and 2024, respectively. Our additional liquidity comes from several sources: maintaining adequate balances of cash and cash equivalents, issuing common stock, and accessing credit facilities and revolving lines of credit. The following table provides a summary of the major sources of liquidity for the three and twelve months periods ended at March 31, 2025 and December 31, 2024 and as of March 31, 2025 and December 31, 2024.


	MARCH 31, 2025	DECEMBER 31, 2024
	(dollars in thousands)
Net cash from operating activities(a)	17,352	80,466
Cash and cash equivalents(b)	179,086	179,183
Term loan credit facilities	297,750	298,500
Gross revolving line of credit	100,000	100,000

___________________________________

(a) Net cash from operating activities for three months ended at March 31, 2025 and twelve months ended at December 31, 2024.

(b) Cash balances as of March 31, 2025 and December 31, 2024 included $58.4 million and $45.8 million in cash and cash equivalents, respectively, held outside of the United States.

Our material cash requirements from known contractual obligations are principal and interest payments on long term debt. We also have future cash obligations of $17.7 million for lease contracts, which have remaining terms of one to nine years.

The principal amount of long-term debt outstanding as of March 31, 2025 matures in the following years:


	Remainder of 2025		2026		2027		2028		2029		Thereafter		TOTAL
	(in thousands)
Maturities	$	2,250	$	3,000	$	3,000	$	3,000	$	3,000	$	283,500	$	297,750

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. We believe our existing sources of liquidity will be sufficient to meet our working capital, capital expenditures, and contractual obligations for the foreseeable future. Our expected primary uses on a short-term

and long-term basis are for repayment of debt, interest payments, working capital, capital expenditures, geographic or service offering expansion, acquisitions, investments, and other general corporate purposes. We believe we will meet short-term and long-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and potential future equity or debt transactions.

Our future capital requirements, however, will depend on many factors, including funding for potential acquisitions, investments, and other growth and strategic opportunities, which could increase our cash requirements. While we believe we have, and will be able to generate, sufficient liquidity to fund our operations for the foreseeable future, our sources of liquidity could be affected by factors described under “Risk Factors” in our 2024 Annual Report.

Cash Flows

The following table presents a summary of our cash flows for the periods shown:


	THREE MONTHS ENDED MARCH 31,
	2025		2024
	(in thousands)
Net cash provided by operating activities	$	17,352	$	4,296
Net cash used in investing activities	(5,774)		(3,578)
Net cash used in financing activities	(13,996)		(10,347)
Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash	2,321		(546)
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	(97)	$	(10,175)
Cash paid for interest	$	4,648	$	5,395
Cash paid for income taxes	$	688	$	3,640

Operating Activities

Our cash flows from operating activities primarily include net income adjusted for (i) non-cash items included in net income, such as provisions (recoveries) for credit losses, depreciation and amortization, stock-based compensation, deferred taxes, and other non-cash items and (ii) changes in the balances of operating assets and liabilities. Net cash provided by operating activities in the first three months of 2025 was $17.4 million, compared to $4.3 million in the same period of 2024. The $13.1 million increase in cash from operating activities was primarily driven by an increase in cash-adjusted net income, a decrease in accounts receivable, and a lower cash outflows related to prepaid and other assets, partially offset by lower cash inflows from deferred revenues and increase in accrued expenses and other liabilities.

Investing Activities

Net cash used by investing activities in the first three months of 2025 was $5.8 million, an increase of $2.2 million, compared to $3.6 million in the same period of 2024. The change in investing activities was primarily due to a $2.2 million increase in cash utilized in capitalized software development costs to support our growth.

Financing Activities

Net cash used by financing activities in the first three months of 2025 was $14.0 million, compared to $10.3 million in the same period of 2024. The $3.6 million increase in cash outflow in financing activities was primarily due to a $4.6 million increase in cash payments for contingent consideration related to a business acquisition, partially offset by a $0.9 million decrease in cash payments associated with share awards vested and withheld for payroll tax.

Indebtedness

We have been a party to a Credit Agreement since August 2017 that provides for a senior secured term loan and commitments under a revolving credit facility (as amended, the “Credit Agreement”). On June 26, 2024, we entered into the Fifth Amendment to the Credit Agreement (the “Amendment”), which primarily (1) amended the principal amount of the term loan to $300.0 million and the maturity date to June 26, 2031; and (2) extended the termination date associated with the $100.0 million revolving credit commitment to June 26, 2029. The term loan under this Amendment has substantially the same terms as the existing term loans and revolving credit commitments.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00% plus an applicable margin rate of 3.00% for the Term Loans and between 3.50% and 2.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00%, plus an applicable margin rate of 2.00% for the Term Loans or between 2.50% and 1.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio. The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50% and (iii) the Term SOFR rate plus 1.00%. Additionally, we are obligated to pay a commitment fee on the unused amount and other customary fees.

All obligations under the Credit Agreement, and the guarantees of those obligations, are secured on a first lien basis, subject to certain exceptions, by substantially all of our assets and the assets of the other guarantors. As of March 31, 2025, we were in compliance with the covenants of the Credit Agreement.

As of March 31, 2025, we had $297.8 million of outstanding borrowings on the term loan, and $100.0 million of availability under the revolving credit facility under the Credit Agreement.

Contractual Obligations and Commercial Commitments

There have been no material changes to our contractual obligations during the three months ended March 31, 2025 from those disclosed in our 2024 Annual Report, except for payments made in the ordinary course of business.

Income Taxes

We recorded income tax benefit of $0.2 million for the three months ended March 31, 2025 and income tax benefit $0.8 million for the three months ended March 31, 2024.

As of March 31, 2025, we had federal and state NOLs of approximately $6.2 million and $4.9 million, respectively, which are available to reduce future taxable income and expire between 2035 and 2036 and 2029 and 2040, respectively. We had federal R&D tax credit carryforwards of approximately $0.3 million to offset future income taxes, which expire between 2027 and 2048. We also had foreign tax credits of approximately $11 million, which will start to expire in 2027. These carryforwards that may be utilized in a future period may be subject to limitations based upon changes in the ownership of our stock in a future period. Additionally, we carried forward foreign NOLs of approximately $78.6 million which will start to expire in 2025, foreign research and development credits of $0.3 million which expire in 2029, and Canadian investment tax credits of approximately $3.9 million which expire between 2032 and 2042. Our carryforwards are subject to review and possible adjustment by the appropriate taxing authorities.

As required by Accounting Standards Codification Topic 740, Income Taxes, our management has evaluated the positive and negative evidence bearing upon the realizability of our deferred tax assets, which are composed

principally of NOL carryforwards, Section 174 carryforwards, investment tax credit carryforward, and foreign tax credit carryforwards. Management has determined that it is more likely than not that we will not realize the benefits of foreign tax credit carryforwards. At the foreign subsidiaries, management has determined that it is more likely than not that we will not realize the benefits of certain NOL carryforwards. As a result, a valuation allowance of $24 million was recorded at December 31, 2024. As of March 31, 2025, the valuation allowance remained unchanged from December 31, 2024.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, and currently do not have, any off-balance sheet arrangements, as defined under the rules and regulations of the SEC, that have, or are reasonably likely to have, a material effect on our current or future financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Estimates

Our accounting policies are more fully described in Note 2 “Summary of Significant Accounting Policies,” in our audited consolidated financial statements included in our 2024 Annual Report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We monitor estimates and assumptions on a continuous basis and update these estimates and assumptions as facts and circumstances change and new information is obtained. Actual results could differ materially from those estimates and assumptions. We discussed the accounting policies that we believe are most critical to the portrayal of our results of operations and financial condition and require management’s most difficult, subjective, and complex judgments in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Annual Report. There were no significant changes to our critical accounting estimates during the three months ended March 31, 2025.

Recently Adopted and Issued Accounting Standards

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2.“Summary of Significant Accounting Policies” to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report, such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7A of the Company’s 2024 Annual Report. There were no material changes to the Company’s market risk exposure during the three months ended March 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that

information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025.

Changes in Internal Control over Financial Reporting

During the three months period ended March 31, 2025, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes to our legal proceedings as previously disclosed in our 2024 Annual Report.

Item 1A. Risk Factors

There are no material changes from any of the risk factors previously disclosed in our 2024 Annual Report .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table illustrates the activities of equity security repurchases during the three months ended at March 31, 2025.



	Total Number of Shares Purchased(a)	Weighted Average Price Paid per Share		Total Number of Shares Purchased Under Announced Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under Announced Programs
1/1/2025 to 1/31/2025	—	$	—	—	$	—
2/1/2025 to 2/28/2025	—	—		—	—
3/1/2025 to 3/31/2025	1,493	11.04		—	—
Total	1,493	$	11.04	—	$	—

__________________________________

(a) Shares purchased were due to shares delivered by employees to the Company for the payment of taxes resulting from issuance of common stock upon the vesting of RSUs relating to stock-based compensation plans.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them.

On March 5, 2025, Leif Pedersen, our President, Chief Commercial Officer adopted a Rule 10b5-1 trading plan. The plan provides for the potential sale, on the dates and prices set forth in the plan, of up to 51,224 shares of our common stock from September 9, 2025 through September 19, 2025. The plan is intended to satisfy the affirmative defense requirements of Rule10b5-1(c) under the Exchange Act.

Item 6. Exhibits

See Exhibit Index.

EXHIBIT INDEX

Incorporated by Reference

Exhibit
Number

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

8/05/2021

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

Amended and Restated Bylaws of Certara, Inc.

8 - K

001-39799

3.2

7/19/2024

10.1

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

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial 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+

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)

___________________________________

+ This certification is deemed not filed for purpose 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CERTARA, INC.

Date: May 5, 2025	By:	/s/ William F. Feehery
	Name:	William F. Feehery
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 5, 2025	By:	/s/ John E. Gallagher III
	Name:	John E. Gallagher III
	Title:	Chief Financial Officer (Principal Financial Officer)

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