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Certara (CERT) grants PSUs and RSUs to executive Robert Aspbury

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Form Type
4

Rhea-AI Filing Summary

Certara, Inc. reported that executive Robert Aspbury, President of Predictive Tech, received new equity awards on May 11, 2026. He was granted 129,629 Performance Stock Units (PSUs) and two Restricted Stock Unit (RSU) awards covering 246,913 and 86,419 underlying shares of common stock.

Footnotes explain that PSUs can pay out between 0% and 200% of the target amounts based on Certara’s total shareholder return through periods ending March 31, 2028 and March 31, 2029. The RSUs vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. A separate block of 68,348 PSUs was granted and then fully canceled in an issuer disposition, reflecting an amendment of earlier awards.

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Insider Aspbury Robert
Role PRESIDENT, PREDICTIVE TECH
Type Security Shares Price Value
Disposition Performance Stock Units 68,348 $0.00 --
Grant/Award Performance Stock Units 68,348 $0.00 --
Grant/Award Restricted Stock Units 86,419 $0.00 --
Grant/Award Restricted Stock Units 246,913 $0.00 --
Grant/Award Performance Stock Units 129,629 $0.00 --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct, null); Restricted Stock Units — 86,419 shares (Direct, null)
Footnotes (1)
  1. Reflects the amendment to Certara, Inc. ("Company") performance stock units ("PSUs") originally granted on May 20, 2025, pursuant to the terms of the 2025 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, under the Certara 2020 Incentive Plan (the "2020 Incentive Plan"). Each amended PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported based on the Company's performance against certain amended total shareholder return thresholds through the period ending on March 31, 2028. The amendment to the PSUs may be deemed to be a cancellation of the "old" PSUs and an acquisition of the "new" PSUs. Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. Each Company PSU was granted on May 11, 2026, pursuant to the terms of the 2026 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, under the 2020 Incentive Plan. Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2029.
Performance Stock Units granted 129,629 PSUs Granted to Robert Aspbury on May 11, 2026
Restricted Stock Units grant 1 246,913 RSUs Granted May 11, 2026 under 2020 Incentive Plan
Restricted Stock Units grant 2 86,419 RSUs Granted May 11, 2026 with same vesting dates
Canceled Performance Stock Units 68,348 PSUs Reported as issuer disposition, balance to 0
PSU payout range 0%–200% of target Based on total shareholder return thresholds
PSU performance period 1 end March 31, 2028 Amended PSUs performance measurement end date
PSU performance period 2 end March 31, 2029 2026 PSU grant performance measurement end date
RSU vesting dates April 1, 2027/2028/2029 Three equal installments for RSU awards
Performance Stock Units financial
"Reflects the amendment to Certara, Inc. ("Company") performance stock units ("PSUs") originally granted on May 20, 2025"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 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.
total shareholder return financial
"based on the Company's performance against certain amended total shareholder return thresholds through the period ending on March 31, 2028"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
2020 Incentive Plan financial
"approved by the Compensation Committee ... under the Certara 2020 Incentive Plan (the "2020 Incentive Plan")"
Long-Term Incentive Plan financial
"pursuant to the terms of the 2026 Long-Term Incentive Plan for Company executives"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
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*
Aspbury Robert
(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)
PRESIDENT, PREDICTIVE TECH
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026		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
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
Performance Stock Units(1)05/11/2026D68,348 (1) (1)Common Stock68,348$00D
Performance Stock Units(1)05/11/2026A68,348 (1) (1)Common Stock68,348$068,348D
Restricted Stock Units(2)05/11/2026A86,419 (2)04/01/2029Common Stock86,419$086,419D
Restricted Stock Units(2)05/11/2026A246,913 (2)04/01/2029Common Stock246,913$0246,913D
Performance Stock Units(3)05/11/2026A129,629 (3) (3)Common Stock129,629$0129,629D
Explanation of Responses:
1. Reflects the amendment to Certara, Inc. ("Company") performance stock units ("PSUs") originally granted on May 20, 2025, pursuant to the terms of the 2025 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, under the Certara 2020 Incentive Plan (the "2020 Incentive Plan"). Each amended PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported based on the Company's performance against certain amended total shareholder return thresholds through the period ending on March 31, 2028. The amendment to the PSUs may be deemed to be a cancellation of the "old" PSUs and an acquisition of the "new" PSUs.
2. Each restricted stock unit ("RSU") was granted on May 11, 2026, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
3. Each Company PSU was granted on May 11, 2026, pursuant to the terms of the 2026 Long-Term Incentive Plan for Company executives approved by the Compensation Committee of the Company's Board of Directors, under the 2020 Incentive Plan. Each PSU represents a conditional right to receive one share of Company common stock. The reporting person will be entitled to receive a number of shares between 0% and 200% of the target amount reported based on the Company's performance against certain total shareholder return thresholds through the period ending on March 31, 2029.
/s/ Daniel D. Corcoran, as Attorney-in-Fact for Robert Aspbury05/12/2026
** 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.
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* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Certara (CERT) disclose about Robert Aspbury’s equity awards?

Certara disclosed that executive Robert Aspbury received new performance stock units and restricted stock units on May 11, 2026. These awards are part of long-term incentive plans and provide potential future shares based on service and company performance conditions.

How many Performance Stock Units did Certara grant to Robert Aspbury?

Certara granted Robert Aspbury 129,629 Performance Stock Units, plus a separate 68,348 PSU block that was later canceled. Each PSU represents a conditional right to one share of common stock, with payout levels tied to total shareholder return performance thresholds.

How many Restricted Stock Units did Robert Aspbury receive from Certara?

Robert Aspbury received two Restricted Stock Unit awards covering 246,913 and 86,419 underlying shares of Certara common stock. Each RSU represents a right to receive one share of stock or cash, subject to time-based vesting over three annual installments.

When do Robert Aspbury’s Certara RSUs vest and settle?

The RSUs granted to Robert Aspbury on May 11, 2026 vest and settle in three equal installments. The scheduled vesting dates are April 1, 2027, April 1, 2028, and April 1, 2029, incentivizing multi-year retention and alignment with shareholder interests.

What performance conditions apply to Certara’s PSUs granted to Robert Aspbury?

Certara’s PSUs can pay between 0% and 200% of target shares based on total shareholder return. One PSU grant measures performance through March 31, 2028, and another through March 31, 2029, tying potential payouts to multi-year shareholder value creation.

Why were some of Robert Aspbury’s Certara PSUs canceled?

A block of 68,348 Certara PSUs was reported as both granted and then disposed of back to the issuer. Footnotes explain that an amendment to earlier PSUs may be deemed a cancellation of “old” PSUs and acquisition of “new” PSUs under updated performance terms.