CERTCertara, Inc.

Services-Prepackaged Software

Revenue: $419M; 8.7% YoY
Operating margin: 5.0%; 1216% YoY
EBITDA: $96M; 45% YoY
Market cap: $1.7B
Employees: 1,515; $276K revenue each
Net debt / EBITDA: 1.1×; $108M net debt
AI in 10-K: 13.6; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 1 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
—
Cash flow under 80% of net income
Dilutive SBCNo
8% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
44% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyYes
51% of assets
Over 40% of assets
Shareholder dissentNo
81% lowest support
Any vote under 80% support

Buyer economics 2 of 4

Low revenue per employeeYes
$276K · 20th pct
Bottom quartile of its SIC industry
Quiet on AINo
13.6 per 10K words · 96th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
1.1× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$1.7B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
$200K net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$286M	$336M	$354M	$385M	$419M	8.7%
Operating income	$14M	$33M	−$41M	−$2M	$21M	1314%
Net income	−$13M	$15M	−$55M	−$12M	−$2M	87%
Operating cash flow	$60M	$93M	$83M	$80M	$96M	20%
Capex	$1M	$1M	$2M	$2M	$2M	8.3%
Stock-based comp	$29M	$30M	$28M	$35M	$33M	4.9%
Buybacks	—	—	$0	$0	$43M

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Apr 14, 2025	ARSENAL CAPITAL PARTNERS III LP	SCHEDULE 13D/A	42.4%	Active
Dec 16, 2022	ARSENAL CAPITAL PARTNERS III LP	SC 13D	43.8%	Passive

Insider trading

Open-market buys, 12 mo: $200K · 1
Open-market sells, 12 mo: $0 · 0
Net: $200K

Pay vs performance

No pay-versus-performance disclosure yet.