Certara director acquires 15,757 shares via RSUs

Certara director Matthew M. Walsh reported equity compensation activity involving restricted stock units (RSUs) and common stock.

Rhea-AI Filing Summary

Certara director Matthew M. Walsh reported equity compensation activity involving restricted stock units (RSUs) and common stock. On May 14, 2026, 15,757 RSUs vested and were converted into 15,757 shares of Certara common stock under the 2020 Incentive Plan, increasing his direct common stock holdings to 213,316 shares.

On the same date, he also received a new grant of 33,222 RSUs under the 2020 Incentive Plan, each RSU representing a right to receive one share of common stock. These new RSUs vest on the earlier of the one-year anniversary of the grant date or the date of Certara’s next annual meeting.

Insider Trade Summary

15,757 shares exercised/converted

Exercise 3 txns

Insider WALSH MATTHEW M

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	15,757	$0.00	$0.00
Grant/Award	Restricted Stock Units	33,222	$0.00	$0.00
Exercise	Common Stock	15,757	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 33,222 contracts (Direct); Common Stock — 213,316 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit ("RSU") was granted on May 21, 2025, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") entitling the reporting person to receive one share of the issuer's common stock per RSU. The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting.
2. F2. Each RSU was granted on May 14, 2026, under the 2020 Incentive Plan that entitles the reporting person to receive one share of issuer's common stock per RSU. The RSUs vest on the earlier of the one-year anniversary of the date of grant or the date of the issuer's next annual meeting.

Key Figures

RSUs converted to shares: 15,757 shares Common shares held after transaction: 213,316 shares New RSU grant size: 33,222 RSUs +1 more

4 metrics

RSUs converted to shares 15,757 shares RSUs vested and converted to common stock on May 14, 2026

Common shares held after transaction 213,316 shares Direct Certara common stock holdings following RSU conversion

New RSU grant size 33,222 RSUs Granted on May 14, 2026 under the 2020 Incentive Plan

RSU-to-share ratio 1 share per RSU Each RSU entitles the holder to one Certara common share upon vesting

Key Terms

Restricted Stock Units, 2020 Incentive Plan, annual meeting

3 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") was granted on May 21, 2025, 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

"Each RSU was granted on May 14, 2026, under the 2020 Incentive Plan that entitles the reporting person"

annual meeting financial

"The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:25 PM Learn about SEC filing dates

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^*

WALSH MATTHEW M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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	05/14/2026		M		15,757	A	$0(1)	213,316	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)	05/14/2026		M			15,757	(1)	(1)	Common Stock	15,757	$0	0	D
Restricted Stock Units	(2)	05/14/2026		A		33,222		(2)	(2)	Common Stock	33,222	$0	33,222	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on May 21, 2025, under the Certara, Inc. 2020 Incentive Plan ("2020 Incentive Plan") entitling the reporting person to receive one share of the issuer's common stock per RSU. The RSUs vested and were converted to common stock on May 14, 2026, the day of the issuer's annual meeting.

2. Each RSU was granted on May 14, 2026, under the 2020 Incentive Plan that entitles the reporting person to receive one share of issuer's common stock per RSU. The RSUs vest on the earlier of the one-year anniversary of the date of grant or the date of the issuer's next annual meeting.

	/s/ Daniel D. Corcoran, as Attorney-in-Fact for Matthew M. Walsh	05/15/2026
	** 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)