Certara (CERT) CEO Jon Resnick granted large RSU and PSU packages in Form 4 filing
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 Trade Summary
Net Buyer: 35,389 shares
Net Buy
8 txns
Insider
Resnick Jon Matthew
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Stock Units | 268,949 | $0.00 | $0.00 |
| Grant/Award | Performance Stock Units | 740,740 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 179,299 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 493,827 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 728,405 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 59,766 | $0.00 | $0.00 |
| Exercise | Common Stock | 59,766 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 24,377 | $6.31 | $154K |
Holdings After Transaction:
Performance Stock Units — 1,009,689 shares (Direct);
Restricted Stock Units — 1,341,765 shares (Direct);
Common Stock — 35,389 shares (Direct)
Footnotes (6)
- F1. 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.
- F2. 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.
- F3. 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).
- F4. 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).
- F5. 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.
- F6. 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.
Key Figures
Tax-withheld shares: 24,377 shares at $6.31
RSUs exercised: 59,766 units
Common shares held: 35,389 shares
+5 more
8 metrics
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
Key Terms
Restricted Stock Units, Performance Stock Units, 2020 Incentive Plan, tax withholding obligations, +1 more
5 terms
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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.
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.
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.