Back
10-K2026-02-26· merged:deepseek-v4-flash

CERT · Certara, Inc.

0001827090-26-000011

SEC filing

Summary

Certara's 2025 revenue grew 9% to $418.8M, driven by software strength, but net loss persisted at $1.6M.

Key takeaways

Full analysis

Business

Company Overview

Certara is a global leader in biosimulation science, technology, and consulting services for Model-Informed Drug Development (MIDD). The company provides computer-aided mathematical simulation of biological processes to increase the probability of drug approval, accelerate development, and reduce costs. Certara's platforms are built on biology, chemistry, and pharmacology principles, with proprietary algorithms validated over two decades.

Reporting Segments

The filing does not define formal reporting segments but describes five solution categories: Biosimulation Solutions (mechanistic and empirical modeling), Scientific Informatics (chemical property prediction and search), Preclinical & Clinical Data Pipeline (data standardization and validation), Regulatory Science (regulatory writing and submission software), and Technology-Enabled Services (consulting using Certara's software). Revenue shares are not disclosed.

Products & Platforms

Key products include the Simcyp Simulator (mechanistic PBPK simulation), Phoenix PK/PD suite (WinNonlin, Cloud, NLME), Pirana Modeling Workbench, Chemaxon JChem Engines and Compound Registration, Certara D360, Pinnacle 21 family, CoAuthor (AI-assisted regulatory writing), GlobalSubmit eCTD submissions, and Certara.AI (life sciences GPT platform). In 2025, Certara introduced 103 new software applications and upgrades, including Phoenix Cloud AI PK reports, Pinnacle 21 Enterprise Plus, and Certara IQ.

Go-To-Market & Customers

Certara sells directly through a global commercial team of business development, product management, and marketing experts, and also partners with software distributors in certain regions. Customers include more than 2,600 life sciences companies and academic institutions across 70 countries, including 38 of the top 40 biopharmaceutical companies by R&D spend. No single customer accounted for more than 10% of revenue in 2025; the ten largest customers represented 24% of revenue. Certara's software is used by 20 global drug regulatory agencies.

Competition

The biosimulation market is competitive and fragmented. Competitors include technology companies (Mathworks, Dassault Systemes, Ansys, Simulations Plus, NONMEM/ICON), open-source tools (R, PK-Sim), internally developed software by biopharmaceutical companies, and specialized service providers (Metrum Research, qPharmetra, Pharmetheus). Certara differentiates itself through scientific modeling expertise, regulatory experience, and technology enablement, with high barriers to entry from validated models and extensive MIDD experience.

Strategy

Certara's growth strategy focuses on advancing technology through frequent releases and cloud solutions, growing within the existing customer base via cross-selling, expanding globally, and scaling through acquisitions (21 since 2013). Investment in AI is prioritized to enhance modeling productivity and data connectivity within validated workflows, ensuring alignment with regulatory requirements.

Human Capital

As of December 31, 2025, Certara employed 1,576 professionals in 28 countries, including 1,515 full-time and 61 part-time employees. Of these, 414 hold PhD or Doctor of Medicine degrees. The company emphasizes attracting leading scientists and experts, offering professional development, and has received the "Great Place to Work" award in 2025.

Period Performance

Period Performance

For the year ended December 31, 2025, Certara reported total revenues of $418.8 million, a 9% increase from $385.1 million in 2024. The growth was primarily driven by a strong performance in the software segment, which surged 18% to $183.3 million, benefiting from existing customer expansions, new customer wins, and contributions from the Chemaxon acquisition closed in Q4 2024. Services revenue grew at a more modest 3% to $235.6 million, supported by continued demand for technology-enabled services.

Cost of revenues increased 4% to $161.1 million, driven by higher intangible asset amortization and consulting costs, partially offset by lower employee-related expenses. As a result, gross profit improved to $257.7 million (61.5% margin) from $230.6 million (59.9% margin) in 2024.

Operating income turned positive at $21.0 million, compared to a loss of $1.7 million in the prior year, reflecting revenue growth and a 9% decline in general and administrative expenses (driven by a reduction in contingent consideration remeasurement and lease abandonment costs). Sales and marketing and R&D expenses increased 13% and 11%, respectively, as Certara invested in commercial expansion and software development, including AI integration.

Net loss narrowed to $1.6 million from $12.1 million, despite a $14.3 million increase in income tax expense (effective tax rate of 120.9% due to non-deductible items and valuation allowances). Interest expense decreased 8% to $19.7 million on lower floating rates and refinancing benefits.

Segment Dynamics

Software revenue outpaced services, highlighting a mix shift toward higher-margin licensing and subscription models. The 18% software growth was attributed to strong demand and acquisitions, while services grew only 3%, suggesting potential maturity in the consulting business. Operating expenses allocated to each segment are not disclosed, but overall operating leverage improved as revenue growth outpaced total operating expense growth (4% increase in operating expenses ex-cost of revenues).

Forward View

Certara expects to continue investing in scientific talent, sales and marketing, and R&D, including AI capabilities. The company initiated a strategic review of its regulatory services business in 2024, which could lead to significant operational changes. Management anticipates headcount and operating expenses to increase over time. Liquidity remains robust with $96.3 million in operating cash flow, $189.4 million in cash, and a $100 million undrawn revolver. A $100 million share repurchase program was authorized in April 2025, with $42.6 million executed by year-end. No specific revenue or earnings guidance was provided, but the company's growth strategy focuses on customer retention (net software retention rate of 105.3% in 2025) and expansion through acquisitions and organic innovation.

Notes & Operating Detail

Balance Sheet & Liquidity

As of December 31, 2025, Certara held $189.4M in cash and cash equivalents, a slight increase from $179.2M a year earlier. Total debt stood at $293.1M (net of $2.4M debt issuance costs), comprising a $295.5M term loan and no revolver draws. The effective interest rate on the term loan was 7.27% in 2025, down from 8.68% in 2024, driven by the Sixth Amendment which reduced the applicable margin. Shareholders' equity rose to $1.063B from $1.059B, helped by a $15.5M other comprehensive income gain (mainly FX translation). The company had no mandatory excess cash flow prepayment for 2025; quarterly principal payments are $0.74M starting Q4 2025.

Commitments & Contractual Obligations

Certara's primary contractual obligations are lease commitments: $14.9M in total future minimum lease payments under operating leases, with $4.1M due in 2026 and $3.1M in 2027. Contingent consideration liabilities (acquisition-based) totaled $21.5M at year-end, down from $43.9M due to $18.9M in payments and fair value adjustments. The company also has a $100M undrawn revolver facility maturing in June 2029. No material supply or capacity purchase commitments were disclosed.

Capital Allocation (buybacks, dividends, debt, capex)

In 2025, Certara executed $42.6M in common stock repurchases (3.37M shares), exhausting the prior authorization; no new authorization was announced. No dividends were paid. Debt reduction was modest: $3.0M in scheduled repayments. Capital expenditures totaled $1.8M (0.4% of revenue), while capitalized software development costs were $24.8M, bringing total capex-like outflows to $26.6M (6.4% of revenue). The company paid $13.2M in cash for acquisition-related contingent consideration and issued $5.7M in stock for the same.

Segment / Geographic Mix

Certara operates as a single reporting segment. Revenues grew 8.7% YoY to $418.8M, with the Americas contributing $291.6M (69.6%), EMEA $92.6M (22.1%), and Asia Pac $34.6M (8.3%). The segment net loss improved from $(12.1)M in 2024 to $(1.6)M in 2025, driven by lower operating expenses and a $3.6M gain from fair value changes in contingent consideration. The CODM uses net income as the primary profit measure for resource allocation.

Risk Factors

Regulatory & Geopolitical

Certara faces heightened regulatory uncertainty from FDA workforce cuts (3,500 positions eliminated under HHS reorganization) and policy shifts that could delay drug approvals and guidance, directly impacting customer development timelines. The Inflation Reduction Act and OBBBA drug pricing provisions may reduce R&D incentives, while trade tariffs and export controls (especially US-China tensions) add operational complexity. AI regulation is a growing concern: the EU AI Act applies from August 2026, and misuse of AI could lead to IP loss, liability, or reputational harm.

Supply Chain & Operations

Cloud infrastructure reliance on third-party providers poses disruption risks. Cybersecurity threats are evolving, and compliance with GDPR, CCPA, and similar laws requires ongoing investment. The company's global footprint (31% revenue in foreign currencies) exposes it to FX volatility and geopolitical instability.

Competitive & Commercial

Intense competition from open-source tools, in-house development, and larger CROs persists. Customer concentration risk: top 10 clients account for 24% of revenue. Drug development consolidation could reduce license counts. The shift to AI may attract new competitors with deeper resources.

Financial

$295.5M in variable-rate debt subjects Certara to interest rate risk and restrictive covenants that limit strategic flexibility. Goodwill impairment could arise if growth stalls. NOLs ($4.2M federal) are subject to Section 382 limitations. Arsenal's 22.8% ownership enables significant influence, potentially affecting corporate actions.

Technology & IP

Software defects or delays in AI integration could harm reputation. Use of open-source code carries license compliance risks. AI-related IP ownership is uncertain, and third-party infringement claims could be costly.

Cash Flow Quality

Cash Flow Quality

The provided document excerpt does not contain the actual Consolidated Statements of Cash Flows. Only the auditor's report and index were included. Therefore, no analysis of cash flow quality, CFO vs Net Income, capex intensity, or FCF coverage can be performed. The missing data prevents any meaningful assessment of cash generation or capital allocation.