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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Certara, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Certara Stockholders,

On behalf of the Board of Directors and management of Certara, Inc., I am pleased to invite you to attend our 2026 Annual Meeting of Stockholders, which will be held on Thursday, May 14, 2026, at 9:00 a.m. Eastern Time. This year’s meeting will be conducted virtually, allowing you to attend, vote your shares, and submit questions from any location with internet access.

You may join the live webcast at www.virtualshareholdermeeting.com/CERT2026. To participate, you will need the 16-digit control number provided in your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive printed materials. The accompanying Notice and Proxy Statement describe the matters that will be presented for a vote at the meeting.

Whether or not you plan to attend the virtual meeting, your vote is important. As in prior years, we offer several convenient ways to vote — by telephone, online, by mail, or during the meeting itself.

2026 marks a year of an important leadership transition for Certara. Effective January 1, 2026, I succeeded William Feehery as Chief Executive Officer. On behalf of the Board, I would like to thank Bill for his leadership and many contributions to Certara.

JON RESNICK
Chief Executive Officer

Thank you for your continued support of Certara.

Sincerely,

Jon Resnick
Chief Executive Officer

April 3, 2026

4 Radnor Corporate Center, Suite 350, Radnor, PA 19087

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PROXY STATEMENT
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Summary:


	Meeting Date May 14, 2026			Time 9:00 a.m. Eastern Time			Webcast www.virtualshareholdermeeting.com/CERT2026

The 2026 Annual Meeting of Stockholders of Certara, Inc. will be held on Thursday, May 14, 2026, at 9:00 a.m. Eastern Time.

Stockholders may attend the meeting virtually, vote electronically, and submit questions by visiting www.virtualshareholdermeeting.com/CERT2026. You will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or your proxy card to access the meeting. Online check-in will begin at 8:45 a.m. Eastern Time. For additional information on how to participate, please refer to the section titled “2026 Annual Meeting Information.”

At the meeting, stockholders will consider and vote on the following proposals:

	1.			Election of the following Class III directors: Arjun Bedi, Stephen McLean, and Jon Resnick.
	2.			Ratification of the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
	3.			Non-binding advisory vote to approve the compensation of our named executive officers for the most recently completed fiscal year.

This Proxy Statement and the accompanying proxy card are being made available on or about April 3, 2026. Only stockholders of record at the close of business on March 20, 2026 are entitled to vote at the meeting. A list of stockholders entitled to vote at the meeting will be available for inspection for at least 10 days prior to the meeting by contacting ir@certara.com.

If your shares were held in “street name” on March 20, 2026, you are considered the beneficial owner of those shares, with the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank, or other nominee explaining how to vote your shares.

Whether or not you plan to attend the virtual meeting, we encourage you to vote in advance — online, by telephone, or by returning your completed proxy card in the enclosed postage-paid envelope.

Sincerely,

Daniel D. Corcoran
Senior Vice President, General Counsel, and
Secretary

Radnor, PA

April 3, 2026

4 Radnor Corporate Center, Suite 350, Radnor, PA 19087

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	Proxy Statement Summary					1
	Voting Matters and Board Recommendations					1
	Voting Methods					1
	Company Overview					2
	Director Nominees					2
	2026 Annual Meeting Information					3
	Proxy Statement Materials					3
	Frequently Asked Questions About the 2026 Annual Meeting					3
	Board and Governance Practices					8
	Overview					8
	Corporate Governance Guidelines					8
	Director Independence					8
	Our Board of Directors					9
	Director Nomination Process					10
	Board Leadership Structure					11
	Board and Committee Evaluations					11
	Board Meetings					12
	Board Committees					12
	Risk Oversight					13
	Sustainability					13
	Insider Trading Policy					14
	Clawback Policy					14
	Board Committee Functions and Responsibilities					15
	Succession Planning					17
	Code of Conduct					17
	Stock Ownership Requirements					17
	Communications With Our Board					17
	Director Compensation					18
	Proposal 1 — Election of Class III Directors Named Herein					20
	Votes Required for Approval					20
	Nominees For Election for a Three-Year Term Expiring at the 2029 Annual Meeting					21
	Voting Recommendation					21
	Continuing Class I Directors in Office for a Term Expiring at the 2027 Annual Meeting					25
	Continuing Class II Directors in Office for a Term Expiring at the 2028 Annual Meeting					28
	Proposal 2 — Ratification of the Appointment of RSM US LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026					31
	Votes Required for Approval					31
	Audit Committee Matters					32
	Services and Fees for 2025 and 2024					32
	Audit Committee Pre-Approval Process					32
	Report of the Audit Committee					33

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	Compensation Discussion & Analysis					35
	Executive Compensation Philosophy and Objectives					35
	Executive Compensation and Governance Practices					36
	Components of Executive Compensation					37
	Compensation Determination Process					37
	Elements of Our Compensation Program					39
	Rigorous Accountability, Risk-Mitigation and Recovery Provisions					47
	Additional Information About our Executive Compensation Program					48
	Compensation Committee Report					49