CERT Form 4: Leif Pedersen disposes 51,224 shares under 10b5-1 plan

Rhea-AI Filing Summary

Leif E. Pedersen, President and Chief Commercial Officer of Certara, Inc. (CERT), reported a sale of 51,224 shares of Certara common stock on 09/09/2025. The sales were effected under a Rule 10b5-1 trading plan adopted on March 5, 2025. The reported weighted-average sale price was $10.92, with individual trade prices ranging from $10.73 to $11.09. After the reported disposition, Mr. Pedersen beneficially owned 73,979 shares, reported as direct ownership. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction conducted under a Rule 10b5-1 plan, indicating prearranged trading and potential compliance with insider trading rules
• Clear disclosure of weighted-average price and price range ($10.92; $10.73–$11.09), supporting transparency
• Filing shows remaining direct ownership of 73,979 shares after the sale

Negative

• Reporting person disposed of 51,224 shares, a meaningful reduction in direct holdings
• Form 4 does not disclose the proportion of total holdings sold, limiting assessment of materiality relative to prior ownership

Insights

Corporate Governance Expert

TL;DR: Routine, prearranged insider sale under a 10b5-1 plan; disclosure is compliant and transparent.

The Form 4 documents a planned disposition under a Rule 10b5-1 plan, which typically provides an affirmative defense against insider trading claims when properly adopted and executed. The filing includes the plan adoption date and weighted-average sale price range, and the reporting person reduced direct holdings by 51,224 shares while retaining 73,979 shares. From a governance perspective, use of a 10b5-1 plan and clear price-range disclosure support procedural compliance and transparency.

Securities Analyst

TL;DR: Insider sold 51,224 shares at a weighted average of $10.92; transaction is material to holdings but routine in nature.

The reported sale of 51,224 shares at a weighted-average price of $10.92 represents a quantifiable reduction in the reporting person’s direct stake and provides a realized liquidity event. The Form 4 notes the trades were executed across prices from $10.73 to $11.09. Without further context on total outstanding shares or prior holdings, this transaction is notable but does not by itself indicate a change in company fundamentals.

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).

X

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^*

Pedersen Leif E

(Last) (First) (Middle)

C/O CERRTARA, INC.

4 RADNOR CORPORATE CENTER, SUITE 350

(Street)

RADNOR PA 19087

(City) (State) (Zip)

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)
	PRESIDENT, CHIEF COMMERCAL OFF

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/09/2025		S(1)		51,224	D	$10.92(2)	73,979	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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2025.

2. This transaction was executed in multiple trades at prices ranging from $10.73 to $11.09. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Daniel Corcoran, as Attorney-in-Fact for Leif E. Pedersen	09/11/2025
	** 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.

FAQ

What did Leif E. Pedersen report on Form 4 for CERT?

The filing reports a sale of 51,224 shares of Certara common stock on 09/09/2025 under a Rule 10b5-1 plan.

At what price were the CERT shares sold by the insider?

The weighted-average sale price was $10.92; individual trades ranged from $10.73 to $11.09.

When was the 10b5-1 plan adopted for the reported trades?

The Form 4 states the Rule 10b5-1 trading plan was adopted on March 5, 2025.

How many CERT shares does the reporting person own after the sale?

After the reported disposition, the filing shows 73,979 shares beneficially owned as direct ownership.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Daniel Corcoran, as Attorney-in-Fact for Leif E. Pedersen on 09/11/2025.