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Certara (CERT) CEO Jon Resnick granted large RSU and PSU packages in Form 4 filing

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Certara, Inc. CEO Jon Matthew Resnick reported equity compensation activity and related tax withholding. On May 11, 2026, he exercised 59,766 restricted stock units into common shares and 24,377 shares were withheld at $6.31 per share to cover tax obligations, leaving 35,389 common shares directly held.

On the same date, he received several new awards under the 2020 Incentive Plan: 728,405 RSUs vesting in 2027 and 2028, 493,827 RSUs vesting in 2027 and 2029, and 179,299 RSUs with tranches through 2029. He was also granted 740,740 and 268,949 performance stock units that can pay out between 0% and 200% of target if Certara’s stock reaches specified price thresholds by April 1, 2028 and March 31, 2029.

Positive

  • None.

Negative

  • None.
Insider Resnick Jon Matthew
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 268,949 $0.00 --
Grant/Award Performance Stock Units 740,740 $0.00 --
Grant/Award Restricted Stock Units 179,299 $0.00 --
Grant/Award Restricted Stock Units 493,827 $0.00 --
Grant/Award Restricted Stock Units 728,405 $0.00 --
Exercise Restricted Stock Units 59,766 $0.00 --
Exercise Common Stock 59,766 $0.00 --
Tax Withholding Common Stock 24,377 $6.31 $154K
Holdings After Transaction: Performance Stock Units — 268,949 shares (Direct, null); Restricted Stock Units — 179,299 shares (Direct, null); Common Stock — 59,766 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit ("RSU") was granted on May 11 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. One-third of the RSUs vested and settled on May 11, 2026. The remaining two-thirds of the RSUs will vest and settle on April 1, 2027, and April 1, 2028. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1 and 3, exempt under Rule 16b-3. Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the Certara 2020 Incentive Plan (the "2020 Incentive Plan"). Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported if the Company's stock price achieves certain thresholds prior to the end of the period ending on April 1, 2028 (2025 LTI). Each PSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan. Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported if the Company's stock price achieves certain thresholds prior to the end of the period ending on March 31, 2029 (2026 LTI). Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in two equal installments on January 1, 2027, and January 1, 2028.
Tax-withheld shares 24,377 shares at $6.31 Common stock withheld to cover RSU tax obligations on May 11, 2026
RSUs exercised 59,766 units Restricted stock units converted into common stock on May 11, 2026
Common shares held 35,389 shares Direct Certara common stock holdings after transactions
RSU grant 1 728,405 units RSUs granted May 11, 2026, vesting in 2027 and 2028
RSU grant 2 493,827 units RSUs granted May 11, 2026, vesting in 2027 and 2029
RSU grant 3 179,299 units RSUs granted May 11, 2026, vesting through April 1, 2029
PSU grant 1 740,740 units Performance stock units with 0–200% payout potential to April 1, 2028
PSU grant 2 268,949 units Performance stock units with 0–200% payout potential to March 31, 2029
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Each performance stock unit ("PSU") was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
2020 Incentive Plan financial
"under the Certara 2020 Incentive Plan (the "2020 Incentive Plan")"
tax withholding obligations financial
"Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs"
Rule 16b-3 regulatory
"withheld to satisfy tax withholding obligations ... exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Resnick Jon Matthew
(Last)(First)(Middle)
C/O CERTARA, INC
4 RADNOR CORPORATE CENTER, SUITE 350
(Street)
RADNOR PENNSYLVANIA 19087
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026M59,766A$0(1)59,766D
Common Stock05/11/2026F24,377(2)D$6.3135,389D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)05/11/2026A268,949 (3) (3)Common Stock268,949$0268,949D
Performance Stock Units(4)05/11/2026A740,740 (4) (4)Common Stock740,740$0740,740D
Restricted Stock Units(1)05/11/2026A179,299 (1)04/01/2028Common Stock179,299$0179,299D
Restricted Stock Units(5)05/11/2026A493,827 (5)04/01/2029Common Stock493,827$0493,827D
Restricted Stock Units(6)05/11/2026A728,405 (6)01/01/2028Common Stock728,405$0728,405D
Restricted Stock Units(1)05/11/2026M59,766 (1)04/01/2028Common Stock59,766$0119,533D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on May 11 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. One-third of the RSUs vested and settled on May 11, 2026. The remaining two-thirds of the RSUs will vest and settle on April 1, 2027, and April 1, 2028.
2. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1 and 3, exempt under Rule 16b-3.
3. Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the Certara 2020 Incentive Plan (the "2020 Incentive Plan"). Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported if the Company's stock price achieves certain thresholds prior to the end of the period ending on April 1, 2028 (2025 LTI).
4. Each PSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan. Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported if the Company's stock price achieves certain thresholds prior to the end of the period ending on March 31, 2029 (2026 LTI).
5. Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
6. Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in two equal installments on January 1, 2027, and January 1, 2028.
/s/ Daniel D. Corcoran, as Attorney-in-Fact for Jon Matthew Resnick05/13/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Certara (CERT) report for CEO Jon Resnick?

Certara reported that CEO Jon Resnick exercised 59,766 restricted stock units into common shares and had 24,377 shares withheld for taxes, leaving 35,389 common shares held. He also received large new RSU and performance stock unit grants tied to future vesting and stock-price goals.

How many Certara (CERT) shares were withheld for CEO Jon Resnick’s taxes?

Certara reported that 24,377 common shares were withheld at $6.31 per share to satisfy CEO Jon Resnick’s tax obligations from RSU vesting. This was an F-code tax-withholding disposition, which is not an open-market sale and reflects required tax payments on equity compensation.

What new RSU grants did Certara (CERT) give CEO Jon Resnick on May 11, 2026?

On May 11, 2026, CEO Jon Resnick received RSU grants of 728,405, 493,827, and 179,299 units under the 2020 Incentive Plan. These restricted stock units each convert into one share of common stock and vest in scheduled installments between April 1, 2027 and April 1, 2029.

What performance stock units did Certara (CERT) award to its CEO and how do they work?

Certara granted CEO Jon Resnick 740,740 and 268,949 performance stock units on May 11, 2026. Each PSU can convert into one share, with 0% to 200% of the target amount earned if Certara’s stock price meets specified thresholds by April 1, 2028 and March 31, 2029.

How many Certara (CERT) common shares does CEO Jon Resnick hold after these transactions?

After the reported May 11, 2026 transactions, CEO Jon Resnick directly holds 35,389 shares of Certara common stock. This reflects the exercise of 59,766 RSUs into shares and the withholding of 24,377 shares to cover related tax obligations, as disclosed in the Form 4.

Are Certara (CERT) CEO Jon Resnick’s Form 4 transactions open-market buys or sells?

The disclosed transactions are equity compensation-related, not open-market trades. They include an M-code exercise of 59,766 restricted stock units, an F-code 24,377-share tax-withholding disposition, and multiple A-code grants of RSUs and performance stock units under his employment agreement and the 2020 Incentive Plan.