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Certara (CERT) CFO adds 50,605 shares from RSU and PSU vesting plus grant

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

Rhea-AI Filing Summary

Certara, Inc. Chief Financial Officer John E. Gallagher reported a series of equity compensation transactions involving restricted stock units (RSUs), performance stock units (PSUs), and related common stock on April 1, 2026.

He exercised or converted derivative awards into a total of 50,605 shares of common stock and received an additional grant or award of 23,346 common shares. Following these transactions, he directly owned 95,371 shares of Certara common stock.

The filing also shows 25,108 shares of common stock were disposed of to satisfy tax withholding obligations at prices including $5.70 per share, rather than through open-market sales. Footnotes explain that the PSUs and RSUs were granted under Certara’s 2020 Incentive Plan and vested based on multi-year service and performance schedules.

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Insider Gallagher John E
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 12,633 $0.00 --
Exercise Restricted Stock Units 15,190 $0.00 --
Exercise Restricted Stock Units 22,782 $0.00 --
Grant/Award Common Stock 23,346 $0.00 --
Tax Withholding Common Stock 7,775 $5.70 $44K
Exercise Common Stock 12,633 $0.00 --
Tax Withholding Common Stock 4,327 $0.00 --
Exercise Common Stock 15,190 $0.00 --
Tax Withholding Common Stock 5,203 $5.70 $30K
Exercise Common Stock 22,782 $0.00 --
Tax Withholding Common Stock 7,803 $5.70 $44K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 69,874 shares (Direct)
Footnotes (1)
  1. Each performance stock unit ("PSU") was granted on April 1, 2023, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock. The PSUs were subject to the achievement of certain performance objectives over a three-year period from January 1, 2023, to December 31, 2025. The PSUs were vested and settled on April 1, 2026. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PSUs described in footnotes 1, 3, 4, and 5, exempt under Rule 16b-3. Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2024. One-third of the RSUs vested and were settled on April 1, 2025. The remaining one-third of the RSUs vested and settled on April 1, 2026. Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2025. One-third of the RSUs vested and were settled on April 1, 2026. The remaining one-third of the RSUs will vest and settle on April 1, 2027. Each RSU was granted on May 20, 2025, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2027 and April 1, 2028.
Derivative exercises 50,605 shares Total shares from exercise or conversion of RSUs/PSUs on April 1, 2026
Tax withholding shares 25,108 shares Shares delivered to satisfy tax obligations related to vesting on April 1, 2026
Share grant 23,346 shares Common stock grant or award reported with code A on April 1, 2026
Post-transaction holdings 95,371 shares Direct Certara common stock owned by CFO after reported transactions
Tax withholding price $5.70 per share Price used for certain F-code tax-withholding dispositions of common stock
Restricted Stock Units financial
"The filing reports transactions involving Restricted Stock Units and related common stock."
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 unit financial
"Each performance stock unit ("PSU") was granted on April 1, 2023, under the Certara, Inc. 2020 Incentive Plan."
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.
tax withholding obligations financial
"Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs."
2020 Incentive Plan financial
"Awards were granted under the Certara, Inc. ("Certara") 2020 Incentive Plan."
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 CERRTARA, 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)
04/01/2026		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 Stock04/01/2026A23,346A$0(1)69,874D
Common Stock04/01/2026F7,775(2)D$5.7(1)62,099D
Common Stock04/01/2026M12,633A$0(3)74,732D
Common Stock04/01/2026F4,327(2)D$0(3)70,405D
Common Stock04/01/2026M15,190A$0(4)85,595D
Common Stock04/01/2026F5,203(2)D$5.7(4)80,392D
Common Stock04/01/2026M22,782A$0(5)103,174D
Common Stock04/01/2026F7,803(2)D$5.7(5)95,371D
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(3)04/01/2026M12,633 (3)04/01/2026Common Stock12,633$00D
Restricted Stock Units(4)04/01/2026M15,190 (4)04/01/2027Common Stock15,190$015,191D
Restricted Stock Units(5)04/01/2026M22,782 (5)04/01/2028Common Stock22,782$045,566D
Explanation of Responses:
1. Each performance stock unit ("PSU") was granted on April 1, 2023, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock. The PSUs were subject to the achievement of certain performance objectives over a three-year period from January 1, 2023, to December 31, 2025. The PSUs were vested and settled on April 1, 2026.
2. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PSUs described in footnotes 1, 3, 4, and 5, exempt under Rule 16b-3.
3. Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2024. One-third of the RSUs vested and were settled on April 1, 2025. The remaining one-third of the RSUs vested and settled on April 1, 2026.
4. Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2025. One-third of the RSUs vested and were settled on April 1, 2026. The remaining one-third of the RSUs will vest and settle on April 1, 2027.
5. Each RSU was granted on May 20, 2025, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2027 and April 1, 2028.
/s/ Daniel Corcoran, as Attorney-in-Fact for John E. Gallagher04/03/2026
** 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) CFO John E. Gallagher report in this Form 4?

He reported equity compensation activity, including the exercise or conversion of performance and restricted stock units into 50,605 common shares, a grant of 23,346 common shares, and tax-related share withholdings, resulting in direct ownership of 95,371 Certara common shares.

Did Certara (CERT) CFO John E. Gallagher sell shares on the open market?

The filing shows no open-market sales. Shares labeled with code F, totaling 25,108, were withheld to cover tax obligations related to vesting of RSUs and PSUs, which is a common non-market mechanism and not a discretionary stock sale.

How many Certara (CERT) shares does the CFO hold after these transactions?

After the reported transactions on April 1, 2026, John E. Gallagher directly owned 95,371 shares of Certara common stock. This figure reflects the combination of vested RSUs and PSUs, new share grants, and shares withheld for tax obligations disclosed in the filing.

What equity awards vested for Certara (CERT) CFO John E. Gallagher?

Performance stock units granted on April 1, 2023 vested after a performance period from January 1, 2023 to December 31, 2025 and settled on April 1, 2026. RSUs granted in 2023, 2024, and 2025 also partially vested and settled on April 1, 2026 under scheduled vesting terms.

What is the role of tax withholding in this Certara (CERT) Form 4?

The Form 4 reports 25,108 Certara common shares withheld to satisfy tax withholding obligations tied to vesting RSUs and PSUs. These dispositions, reported under code F at prices including $5.70 per share, are not open-market sales but shares delivered for tax payment.

Under which plan were the Certara (CERT) RSUs and PSUs granted to the CFO?

All referenced RSUs and PSUs were granted under the Certara, Inc. 2020 Incentive Plan. The plan provides equity-based awards where each unit generally represents a right to receive one share of common stock or its cash equivalent, subject to service or performance conditions.