Certara (CERT) CFO adds 50,605 shares from RSU and PSU vesting plus grant
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 48,843 shares
Net Buy
11 txns
Insider
Gallagher John E
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 12,633 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 15,190 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 22,782 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 23,346 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 7,775 | $5.70 | $44K |
| Exercise | Common Stock | 12,633 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 4,327 | $0.00 | $0.00 |
| Exercise | Common Stock | 15,190 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 5,203 | $5.70 | $30K |
| Exercise | Common Stock | 22,782 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 7,803 | $5.70 | $44K |
Holdings After Transaction:
Restricted Stock Units — 60,757 shares (Direct);
Common Stock — 95,371 shares (Direct)
Footnotes (5)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
Key Figures
Derivative exercises: 50,605 shares
Tax withholding shares: 25,108 shares
Share grant: 23,346 shares
+2 more
5 metrics
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
Key Terms
Restricted Stock Units, performance stock unit, tax withholding obligations, 2020 Incentive Plan
4 terms
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."
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
