Certara (CERT) SVP and General Counsel awarded new PSU and RSU grants

Rhea-AI Filing Summary

Certara, Inc. reported new equity awards for SVP and General Counsel Daniel Corcoran. On May 11, 2026, he received grants of 111,111 performance stock units and 74,074 restricted stock units, each representing rights to receive common shares under the company’s 2020 Incentive Plan.

The PSUs can ultimately settle at 0% to 200% of the target amounts based on Certara’s total shareholder return through periods ending March 31, 2028 and March 31, 2029. The RSUs are scheduled to vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. The filing also records a 48,820‑unit PSU grant and a matching 48,820‑unit disposition back to the issuer.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Corcoran Daniel

Role SVP and General Counsel

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units	48,820	$0.00	--
Grant/Award	Performance Stock Units	48,820	$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.

Key Figures

PSU grant: 111,111 units RSU grant: 74,074 units Additional PSU grant: 48,820 units +5 more

8 metrics

PSU grant 111,111 units Performance stock units granted May 11, 2026

RSU grant 74,074 units Restricted stock units granted May 11, 2026

Additional PSU grant 48,820 units Performance stock units granted May 11, 2026

PSU disposition 48,820 units Disposition to issuer, leaving 0 units from that grant

PSU payout range 0%–200% Range of shares deliverable vs. target based on TSR

RSU vesting dates April 1, 2027/2028/2029 Three equal RSU installments

PSU performance period 1 end March 31, 2028 Total shareholder return measurement date

PSU performance period 2 end March 31, 2029 Total shareholder return measurement date

Key Terms

Performance Stock Units, Restricted Stock Units, 2020 Incentive Plan, Long-Term Incentive Plan, +1 more

5 terms

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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Corcoran Daniel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	05/11/2026		D			48,820	(1)	(1)	Common Stock	48,820	$0	0	D
Performance Stock Units	(1)	05/11/2026		A		48,820		(1)	(1)	Common Stock	48,820	$0	48,820	D
Restricted Stock Units	(2)	05/11/2026		A		74,074		(2)	04/01/2029	Common Stock	74,074	$0	74,074	D
Performance Stock Units	(3)	05/11/2026		A		111,111		(3)	(3)	Common Stock	111,111	$0	111,111	D

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	05/13/2026
	** Signature of Reporting Person	Date
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 Certara (CERT) grant to Daniel Corcoran in this Form 4?

Daniel Corcoran received 111,111 performance stock units and 74,074 restricted stock units. Each unit represents a right to one Certara common share, subject to performance or time-based vesting conditions defined under the company’s 2020 Incentive Plan.

How do Daniel Corcoran’s new Certara performance stock units (PSUs) work?

Each PSU is a conditional right to one Certara share, with payout between 0% and 200% of the target amount. Actual shares depend on Certara’s total shareholder return performance through March 31, 2028 and March 31, 2029, as specified for the respective grants.

When will Daniel Corcoran’s Certara restricted stock units (RSUs) vest?

The RSUs vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. Upon each vesting date, Corcoran is entitled to receive either Certara common shares or their cash equivalent, as described in the award terms.

What does the 0% to 200% PSU payout range mean for Certara (CERT)?

The 0% to 200% range means Corcoran may receive anywhere from none to double the target PSU shares. The actual number depends on Certara’s total shareholder return relative to thresholds set for periods ending March 31, 2028 and March 31, 2029.

What is the significance of the 48,820 Certara PSUs disposed in this filing?

The filing records a 48,820‑unit PSU grant and a matching 48,820‑unit disposition to the issuer, leaving zero units from that specific grant. This code D transaction reflects a disposition to Certara rather than an open‑market sale or purchase.