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Certara (CERT) grants new PSUs and RSUs to President and Chief Commercial Officer

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

Rhea-AI Filing Summary

Certara, Inc. reported equity compensation changes for President and Chief Commercial Officer Leif E. Pedersen. On May 11, 2026, he received grants of 111,111 performance stock units and 74,074 restricted stock units at no cash cost, each unit tied to one share of common stock or its cash equivalent.

The new performance stock units can ultimately deliver between 0% and 200% of the target share amount based on Certara’s total shareholder return through periods ending on March 31, 2028 and March 31, 2029 under the company’s long-term incentive plans. The restricted stock units are scheduled to vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. The filing also shows a prior grant of 68,348 performance stock units was returned to the issuer, leaving no units outstanding from that earlier award.

Positive

  • None.

Negative

  • None.
Insider Pedersen Leif E
Role PRESIDENT, CHIEF COMMERCAL OFF
Type Security Shares Price Value
Disposition Performance Stock Units 68,348 $0.00 --
Grant/Award Performance Stock Units 68,348 $0.00 --
Grant/Award Restricted Stock Units 74,074 $0.00 --
Grant/Award Performance Stock Units 111,111 $0.00 --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct, null); Restricted Stock Units — 74,074 shares (Direct, null)
Footnotes (1)
  1. Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 20, 2025, pursuant to the terms of the 2025 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, 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 based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2028. Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. Each Company PSU was granted on May 11, 2026, pursuant to the terms of the 2026 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, 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 based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2029.
Performance stock units granted 111,111 units Granted May 11, 2026; each unit tied to one common share
Restricted stock units granted 74,074 units Granted May 11, 2026; vesting 2027–2029 in three installments
Earlier PSUs disposed to issuer 68,348 units Performance stock units returned to issuer; zero remaining from that grant
PSU payout range 0%–200% of target Based on total shareholder return thresholds through March 31, 2028 and 2029
RSU vesting dates April 1, 2027/2028/2029 Three equal installments for 74,074 RSUs
PSU performance period end (2028 plan) March 31, 2028 Determines payout for one set of PSUs based on TSR
PSU performance period end (2029 plan) March 31, 2029 Determines payout for another PSU grant based on TSR
Performance stock unit financial
"Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 20, 2025"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Restricted stock unit financial
"Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
total shareholder return thresholds financial
"based on the Company's performance against certain total shareholder return thresholds through the period ending"
2020 Incentive Plan financial
"approved by the Compensation Committee ... under the Certara 2020 Incentive Plan (the "2020 Incentive Plan")"
Long-Term Incentive Plan financial
"pursuant to the terms of the 2025 Long-Term Incentive Plan for Company executives"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
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*
Pedersen Leif E

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT, CHIEF COMMERCAL OFF
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
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(1)05/11/2026D68,348 (1) (1)Common Stock68,348$00D
Performance Stock Units(1)05/11/2026A68,348 (1) (1)Common Stock68,348$068,348D
Restricted Stock Units(2)05/11/2026A74,074 (2)04/01/2029Common Stock74,074$074,074D
Performance Stock Units(3)05/11/2026A111,111 (3) (3)Common Stock111,111$0111,111D
Explanation of Responses:
1. Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 20, 2025, pursuant to the terms of the 2025 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, 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 based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2028.
2. Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
3. Each Company PSU was granted on May 11, 2026, pursuant to the terms of the 2026 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, 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 based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2029.
/s/ Daniel D. Corcoran, as Attorney--in-Fact for Leif E. Pedersen05/13/2026
** 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)

FAQ

What equity awards did CERT executive Leif Pedersen receive on May 11, 2026?

Leif Pedersen received grants of 111,111 performance stock units and 74,074 restricted stock units. Each unit is linked to one share of Certara common stock or its cash equivalent, forming a significant part of his long-term incentive compensation package.

How do Certara (CERT) performance stock units for Leif Pedersen pay out?

Each performance stock unit can pay out between 0% and 200% of the target share amount. The actual number depends on Certara’s total shareholder return versus set thresholds over performance periods ending March 31, 2028 and March 31, 2029.

When will Leif Pedersen’s Certara restricted stock units vest?

The 74,074 restricted stock units vest in three equal annual installments. They are scheduled to settle on April 1, 2027, April 1, 2028, and April 1, 2029, aligning Pedersen’s compensation with multi‑year company performance and retention goals.

What happened to the earlier 68,348 Certara performance stock units reported for Leif Pedersen?

An earlier grant of 68,348 performance stock units was disposed of to the issuer, leaving none outstanding from that award. This disposition reflects a return of those units to Certara rather than an open‑market sale transaction.

Under which plans were Leif Pedersen’s new Certara equity awards granted?

The awards were made under Certara’s 2020 Incentive Plan and related long‑term incentive programs. Performance stock units came from the 2025 and 2026 Long-Term Incentive Plans for executives, while restricted stock units were granted directly under the 2020 Incentive Plan.

Do Leif Pedersen’s Certara equity grants involve any cash exercise price?

No, the reported performance and restricted stock units have a stated price of $0.0000 per unit. They represent rights to receive Certara common stock or cash equivalents upon vesting or performance satisfaction, rather than options requiring a cash exercise.