SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mohammed Faiz (Last) (First) (Middle) C/O CERTARA, INC. 4 RADNOR CORPORATE CENTER, SUITE 350 (Street) RADNOR PA 19087 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2026	3. Issuer Name and Ticker or Trading Symbol Certara, Inc. [ CERT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Interim CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	163,686	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	6,330	0	D
Restricted Stock Units	(2)	(2)	Common Stock	13,290	0	D
Performance Stock Units	(3)	(3)	Common Stock	8,544	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on April 1, 2024, pursuant to the Certara, Inc. ("Certara") 2020 Incentive Plan ("2020 Incentive Plan"). Each RSU represents a right to receive one share of Certara common stock or the cash equivalent thereof. One-third of the RSUs vested and settled on April 1, 2025, and one-third vested and settled on April 1, 2026. The remaining one-third of the RSUs will vest and settle on April 1, 2027, subject to the reporting person's continued service through the applicable vesting date.

2. Each RSU was granted on July 11, 2025, pursuant to the 2020 Incentive Plan. Each RSU represents a right to receive one share of Certara common stock or the cash equivalent thereof. One-third of the RSUs vested and settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in two equal installments on April 1, 2027 and April 1, 2028, subject to the reporting person's continued service through each applicable vesting date

3. Each performance stock unit ("PSU") was granted on July 11, 2025, pursuant to the terms of Certara's 2025 Long-Term Incentive Plan for Executives, as approved by the Compensation Committee of Certara's Board of Directors under the 2020 Incentive Plan. Each PSU represents a right to receive one share of Certara common stock. The reporting person will be entitled to receive between 0% and 200% of the target number of PSUs based on Certara's performance against certain total shareholder return thresholds during the performance period ending March 31, 2028.

	/s/ Daniel D. Corcoran, as Attorney-in-Fact for Faiz Mohammed	07/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

1

POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute and appoint each of Daniel D. Corcoran, Neil Erlichman, and Margaret A, Peter, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Certara, Inc. (the “Company”) (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in connection with any applications for EDGAR access codes or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or her ownership of or transactions in securities of the Company, unless earlier revoked in writing. The undersigned acknowledges that Daniel D. Corcoran, Neil Erlichman, and Margaret A. Peter are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

Date:  June24, 2026

By:  

/s/ Faiz Mohammed

Faiz Mohammed

1/5/26 1:24 PM