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  4. [Form 4] Certara, Inc. Insider Trading Activity

Certara (NASDAQ: CERT) director adds shares through RSU vesting and new grant

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

Rhea-AI Filing Summary

Certara director Nancy Killefer increased her equity position through routine equity compensation events. On May 14, 2026, 15,757 restricted stock units granted on May 21, 2025 vested and were converted into 15,757 shares of common stock. On the same date, she received a new grant of 33,222 restricted stock units under Certara’s 2020 Incentive Plan, each representing one future share of common stock. Following these transactions, she directly holds 51,846 shares of common stock and 33,222 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Killefer Nancy
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 15,757 $0.00 --
Grant/Award Restricted Stock Units 33,222 $0.00 --
Exercise Common Stock 15,757 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 51,846 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit ("RSU") was granted on May 21, 2025, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") entitling the reporting person to receive one share of the issuer's common stock per RSU. The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting. Each RSU was granted on May 14, 2026, under the 2020 Incentive Plan that entitles the reporting person to receive one share of issuer's common stock per RSU. The RSUs vest on the earlier of the one-year anniversary of the date of grant or the date of the issuer's next annual meeting.
RSUs vested and converted 15,757 units/shares RSUs granted May 21, 2025; vested May 14, 2026
New RSU grant 33,222 units Granted May 14, 2026 under 2020 Incentive Plan
Common shares after transactions 51,846 shares Direct ownership following May 14, 2026 activity
RSUs held after transactions 33,222 units Outstanding restricted stock units after new grant
Derivative exercises 15,757 shares Exercise/conversion of derivative securities on May 14, 2026
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on May 21, 2025, under the Certara, Inc. 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
"under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") entitling the reporting person to receive one share"
annual meeting financial
"The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
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*
Killefer Nancy
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		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 Stock05/14/2026M15,757A$0(1)51,846D
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
Restricted Stock Units(1)05/14/2026M15,757 (1) (1)Common Stock15,757$00D
Restricted Stock Units(2)05/14/2026A33,222 (2) (2)Common Stock33,222$033,222D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on May 21, 2025, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") entitling the reporting person to receive one share of the issuer's common stock per RSU. The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting.
2. Each RSU was granted on May 14, 2026, under the 2020 Incentive Plan that entitles the reporting person to receive one share of issuer's common stock per RSU. The RSUs vest on the earlier of the one-year anniversary of the date of grant or the date of the issuer's next annual meeting.
/s/ Daniel D. Corcoran, as Attorney-in-Fact for Nancy Killefer05/15/2026
** 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 did Certara (CERT) director Nancy Killefer report in this Form 4?

Nancy Killefer reported routine equity compensation activity. Previously granted restricted stock units vested into 15,757 common shares, and she received a new grant of 33,222 restricted stock units under Certara’s 2020 Incentive Plan, increasing her overall exposure to the company’s stock.

How many Certara (CERT) shares does Nancy Killefer hold after these transactions?

After these transactions, Nancy Killefer directly holds 51,846 shares of Certara common stock. In addition, she holds 33,222 restricted stock units, each representing a right to receive one share of common stock upon future vesting under the company’s 2020 Incentive Plan.

What restricted stock unit grants did Nancy Killefer receive from Certara (CERT)?

She received a new grant of 33,222 restricted stock units on May 14, 2026 under Certara’s 2020 Incentive Plan. Each unit entitles her to one share of common stock, vesting on the earlier of one year after grant or the company’s next annual meeting.

What happened to Nancy Killefer’s earlier Certara (CERT) RSU award?

RSUs granted on May 21, 2025 under Certara’s 2020 Incentive Plan fully vested on May 14, 2026. The 15,757 restricted stock units were converted into an equal number of Certara common shares, increasing her direct share ownership and reducing that RSU award balance to zero.

Are Nancy Killefer’s Form 4 transactions open-market buys or sales of Certara (CERT) stock?

The reported transactions are not open-market purchases or sales. They reflect the vesting and conversion of previously granted restricted stock units and a new restricted stock unit grant, all as part of Certara’s equity compensation program for directors.