Certara (CERT) CHRO nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Certara, Inc. Chief Human Resources Officer Rona Anhalt reported routine equity compensation activity. On June 1, 2026, she exercised restricted stock units covering 7,147 shares of Common Stock, as part of an RSU grant made on June 1, 2024 under the 2020 Incentive Plan. In connection with this vesting, 2,241 shares were automatically withheld at $5.82 per share to satisfy tax obligations, a non-market transaction. After these transactions, Anhalt directly held 16,789 shares of Common Stock. The RSU award continues to vest in tranches, with the remaining portion scheduled to vest and settle on June 1, 2027.

Insider Trade Summary

7,147 shares exercised/converted

Mixed 3 txns

Insider Anhalt Rona

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,147	$0.00	--
Exercise	Common Stock	7,147	$0.00	--
Tax Withholding	Common Stock	2,241	$5.82	$13K

Holdings After Transaction: Restricted Stock Units — 7,147 shares (Direct, null); Common Stock — 19,030 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") was granted on June 1, 2024, under the Certara, Inc. 2020 Incentive Plan (the "2020 Incentive Plan") and represents the right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on May 30, 2025. One-third of the RSUs vested and were settled on June 1, 2026. The remaining one-third of the RSUs will vest and settle on June 1, 2027. Represents shares of Certara, Inc. withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs, exempt under Rule 16b-3.

Key Figures

RSU shares vested/exercised: 7,147 shares Shares withheld for taxes: 2,241 shares Tax withholding price: $5.82 per share +2 more

5 metrics

RSU shares vested/exercised 7,147 shares Restricted stock units converting into common stock on June 1, 2026

Shares withheld for taxes 2,241 shares Withheld at $5.82 per share to satisfy tax obligations

Tax withholding price $5.82 per share Value used for 2,241-share tax-withholding disposition

Shares held after transaction 16,789 shares Direct Certara common stock holdings following June 1, 2026 events

Remaining RSUs 7,147 units RSU balance following transaction, scheduled to vest by June 1, 2027

Key Terms

Restricted Stock Units, 2020 Incentive Plan, Rule 16b-3

3 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") was granted on June 1, 2024, 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

"granted on June 1, 2024, under the Certara, Inc. 2020 Incentive Plan"

Rule 16b-3 regulatory

"withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs, exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

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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^*

Anhalt Rona

(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)
	Chief Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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
Common Stock	06/01/2026		M		7,147	A	$0(1)	19,030	D
Common Stock	06/01/2026		F		2,241(2)	D	$5.82(1)	16,789	D

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
Restricted Stock Units	(1)	06/01/2026		M			7,147	(1)	06/01/2027	Common Stock	7,147	$0	7,147	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on June 1, 2024, under the Certara, Inc. 2020 Incentive Plan (the "2020 Incentive Plan") and represents the right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on May 30, 2025. One-third of the RSUs vested and were settled on June 1, 2026. The remaining one-third of the RSUs will vest and settle on June 1, 2027.

2. Represents shares of Certara, Inc. withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs, exempt under Rule 16b-3.

	/s/ Daniel Corcoran, as Attorney-In-Fact for Rona Anhalt	06/02/2026
	** 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 insider transactions did Certara (CERT) report for Rona Anhalt?

Certara’s CHRO Rona Anhalt reported RSU vesting of 7,147 shares and a related tax withholding of 2,241 shares at $5.82. These are routine equity compensation and tax events, not open-market share purchases or sales.

Did Certara (CERT) CHRO Rona Anhalt buy or sell shares on the market?

No open-market trades were reported. Shares were acquired through vesting of restricted stock units and 2,241 shares were withheld to pay taxes. Such tax-withholding dispositions do not reflect discretionary buying or selling decisions.

How many Certara (CERT) shares does Rona Anhalt hold after this filing?

After the June 1, 2026 transactions, Rona Anhalt directly holds 16,789 shares of Certara common stock. This reflects RSU vesting and tax withholding, and represents her reported direct ownership position following these compensation-related events.

What are the key details of the RSU grant reported by Certara (CERT)?

The RSUs were granted June 1, 2024 under Certara’s 2020 Incentive Plan. One-third vested May 30, 2025, another third vested June 1, 2026, and the remaining third is scheduled to vest and settle on June 1, 2027, each unit convertible into one common share.

Why were 2,241 Certara (CERT) shares withheld in this insider filing?

The 2,241 shares of Certara common stock were withheld to satisfy tax withholding obligations from RSU vesting. This mechanism, noted as exempt under Rule 16b-3, is a standard non-market way to cover taxes on equity compensation.