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Certara (CERT) CFO awarded new performance and restricted stock units in long-term plans

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

Rhea-AI Filing Summary

Certara, Inc. Chief Financial Officer John E. Gallagher reported equity-based compensation awards tied to the company’s long-term incentive plans. On May 11, 2026, he received grants of 194,444 performance stock units and 129,629 restricted stock units, each representing rights to receive common shares at no purchase price.

The restricted stock units are scheduled to vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. He also received an additional 102,522 performance stock units grant and simultaneously reported a disposition of a prior 102,522 performance stock units award back to the issuer, leaving no remaining units from that earlier grant. The new performance stock units can ultimately deliver between 0% and 200% of the target share amounts based on total shareholder return performance through periods ending March 31, 2028 and March 31, 2029.

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Insider Gallagher John E
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Performance Stock Units 102,522 $0.00 --
Grant/Award Performance Stock Units 102,522 $0.00 --
Grant/Award Restricted Stock Units 129,629 $0.00 --
Grant/Award Performance Stock Units 194,444 $0.00 --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct, null); Restricted Stock Units — 129,629 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 grant (2025 LTIP reference) 194,444 units Granted May 11, 2026; conditional right to common stock
Restricted stock units grant 129,629 units Granted May 11, 2026; vesting 2027–2029
Additional performance stock units grant (2026 LTIP) 102,522 units Granted May 11, 2026; TSR performance through March 31, 2029
Disposition to issuer of PSUs 102,522 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 129,629 RSUs
Performance Stock Units financial
"Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 20, 2025..."
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.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan..."
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.
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.
total shareholder return financial
"based on the Company's performance against certain total shareholder return thresholds..."
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
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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*
Gallagher John 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)
Chief Financial 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
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)05/11/2026D102,522 (1) (1)Common Stock102,522$00D
Performance Stock Units(1)05/11/2026A102,522 (1) (1)Common Stock102,522$0102,522D
Restricted Stock Units(2)05/11/2026A129,629 (2)04/01/2029Common Stock129,629$0129,629D
Performance Stock Units(3)05/11/2026A194,444 (3) (3)Common Stock194,444$0194,444D
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 John E. Gallagher05/13/2026
** 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 equity awards did Certara (CERT) CFO John Gallagher report on this Form 4?

John Gallagher reported grants of 194,444 performance stock units, 129,629 restricted stock units, and an additional 102,522 performance stock units. Each unit generally represents the right to receive one share of Certara common stock, subject to vesting and performance conditions.

How do the new performance stock units for Certara (CERT) CFO John Gallagher work?

Each performance stock unit represents a conditional right to one Certara common share. Gallagher may receive between 0% and 200% of the target share amounts based on total shareholder return performance through periods ending March 31, 2028 and March 31, 2029.

When will Certara (CERT) CFO John Gallagher’s restricted stock units vest?

The 129,629 restricted stock units will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. Upon vesting, he will receive either Certara common stock or the cash equivalent for each unit.

What does the disposition of 102,522 performance stock units mean for Certara (CERT) CFO John Gallagher?

Gallagher reported a disposition to the issuer of 102,522 performance stock units, leaving zero units from that specific grant outstanding. This reflects a transfer back to the company rather than an open-market sale, and is recorded as a derivative transaction.

Under which incentive plans were Certara (CERT) CFO John Gallagher’s awards granted?

The performance stock units were granted under the Certara 2020 Incentive Plan and related long-term executive incentive programs for 2025 and 2026. The restricted stock units were also granted under the 2020 Incentive Plan, aligning compensation with long-term company performance.