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Certara (CERT) SVP Daniel Corcoran exercises RSUs; 12,103 shares withheld for taxes

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

Rhea-AI Filing Summary

Certara, Inc. senior vice president and general counsel Daniel Corcoran reported compensation-related equity activity. He exercised restricted stock units into 22,830 shares of common stock and had 12,103 shares withheld at $5.82 per share to cover tax obligations, with no open‑market buying or selling.

Positive

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Negative

  • None.
Insider Corcoran Daniel
Role SVP and General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 7,941 $0.00 --
Exercise Restricted Stock Units 14,889 $0.00 --
Exercise Common Stock 7,941 $0.00 --
Tax Withholding Common Stock 4,210 $5.82 $25K
Exercise Common Stock 14,889 $0.00 --
Tax Withholding Common Stock 7,893 $5.82 $46K
Holdings After Transaction: Restricted Stock Units — 7,941 shares (Direct, null); Common Stock — 29,260 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. Each RSU was granted on June 1, 2024, under the 2020 Incentive Plan and represents the right to receive one share of common stock or the cash equivalent. One-half of the RSUs vested and were settled on May 31, 2025, and the remaining one-half vested and were settled on June 1, 2026.
RSU exercises 22,830 shares Total common shares from RSU exercises on June 1, 2026
Tax-withholding shares 12,103 shares Shares withheld to satisfy tax obligations on June 1, 2026
Withholding reference price $5.82 per share Price used on tax-withholding dispositions of common stock
Exercise transactions 2 transactions Derivative exercises (code M) reported in transaction summary
Tax-withholding transactions 2 transactions Code F dispositions for tax obligations in transaction summary
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.
tax withholding obligations financial
"Represents shares of Certara, Inc. withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs"
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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026M7,941A$0(1)29,260D
Common Stock06/01/2026F4,210(2)D$5.8225,050D
Common Stock06/01/2026M14,889A$0(3)39,939D
Common Stock06/01/2026F7,893(2)D$5.8232,046D
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)06/01/2026M7,941 (1)06/01/2027Common Stock7,941$07,941D
Restricted Stock Units(3)06/01/2026M14,889 (3)06/01/2026Common Stock14,889$00D
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.
3. Each RSU was granted on June 1, 2024, under the 2020 Incentive Plan and represents the right to receive one share of common stock or the cash equivalent. One-half of the RSUs vested and were settled on May 31, 2025, and the remaining one-half vested and were settled on June 1, 2026.
/s/ Daniel Corcoran06/02/2026
** 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) executive Daniel Corcoran report in this Form 4?

Daniel Corcoran reported equity compensation activity, not open-market trading. He exercised restricted stock units into Certara common shares and had a portion of those shares withheld by the company to satisfy tax obligations tied to the vesting of those awards.

How many Certara (CERT) shares were acquired through RSU exercises?

Corcoran exercised restricted stock units covering 22,830 shares of Certara common stock. These exercises reflect the settlement of previously granted RSUs that vested under the company’s 2020 Incentive Plan, rather than new open-market purchases of Certara shares.

How many Certara (CERT) shares were withheld for taxes in this filing?

The filing shows 12,103 shares of Certara common stock withheld to cover tax liabilities. These withholdings occurred in connection with RSU vesting and are reported under code F, which indicates payment of tax obligations by delivering shares back to the issuer.

Were there any open-market buys or sells of Certara (CERT) stock by Corcoran?

No open-market buys or sells are reported. The transactions are RSU exercises (code M) and tax-withholding dispositions (code F). Both are routine compensation-related events and do not represent discretionary purchases or sales of Certara shares in the open market.

What plan governed the RSUs in Daniel Corcoran’s Certara (CERT) Form 4?

The RSUs were granted under the Certara, Inc. 2020 Incentive Plan. Footnotes explain vesting schedules, with units granted on June 1, 2024 and portions vesting and settling in 2025 and 2026, and remaining units scheduled to vest and settle in 2027.

What does transaction code F mean in the Certara (CERT) Form 4?

Transaction code F indicates shares delivered to pay taxes or exercise costs, not market sales. In this filing, code F marks Certara shares withheld to satisfy Corcoran’s tax withholding obligations arising from RSU vesting, a common feature of equity compensation programs.