Certara Inc

(a) On February 25, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of correction (the “Certificate of Correction”) to its Amended and Restated Certificate of Incorporation, dated May 29, 2024 (the “2024 A&R Charter”). As previously disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2024, the Company’s stockholders voted at the Company’s 2024 Annual Meeting of Stockholders on May 21, 2024 to approve two separate proposals to amend (the “Amendment Proposals”) the Company’s Amended and Restated Certificate of Incorporation, dated December 15, 2020 (the “2020 A&R Charter”). The Amendment Proposals were described in Proposal 2A and Proposal 2B in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 10, 2024 (the “2024 Proxy Statement”). Accordingly, the Company filed the Certificate of Correction with the Delaware Secretary of State to void the 2024 A&R Charter and nullify the changes that were made through such filing. As a result, upon the effectiveness of the Certificate of Correction, the 2020 A&R Charter filed with the SEC on December 15, 2020 remains unchanged and in effect.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is attached as Exhibit 3.2 to this Annual Report and incorporated herein by reference.

(b) Director and Officer 10b5-1 Trading Arrangements

Our directors and officers may adopt written plans, referred to as Rule 10b5-1 plans, in which they arrange with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, the broker executes trades based on parameters established by the director or officer when the plan is created, , without further input from them. These plans are intended to meet the affirmative defense requirements of Rule 10b5-1(c) under the Exchange Act. For the three months ended December 31, 2024, no director or officer of the Company initiated or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.