Certara (CERT) CHRO granted performance and restricted stock units in new awards

Rhea-AI Filing Summary

Certara, Inc. reported compensation-related equity awards for Chief Human Resources Officer Rona Anhalt. On May 11, 2026, she received grants of 92,592 performance stock units and 61,728 restricted stock units, each representing rights to receive shares of common stock under the company’s 2020 Incentive Plan.

The PSUs can ultimately pay out between 0% and 200% of the target amount based on Certara’s total shareholder return over performance periods ending on March 31, 2028 and March 31, 2029. The RSUs are scheduled to vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029. The filing also records a 43,938-unit PSU disposition to the issuer, reducing that specific grant’s balance to zero.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Anhalt Rona

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units	43,938	$0.00	--
Grant/Award	Performance Stock Units	43,938	$0.00	--
Grant/Award	Restricted Stock Units	61,728	$0.00	--
Grant/Award	Performance Stock Units	92,592	$0.00	--

Holdings After Transaction: Performance Stock Units — 0 shares (Direct, null); Restricted Stock Units — 61,728 shares (Direct, null)

Footnotes (1)

1. Each Certara, Inc. ("Company") performance stock unit ("PSU") was 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 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, 2028. 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.

Key Figures

Performance stock units grant: 92,592 units Restricted stock units grant: 61,728 units Additional PSU grant: 43,938 units +5 more

8 metrics

Performance stock units grant 92,592 units PSUs granted, each for 1 share, under 2025 Long-Term Incentive Plan

Restricted stock units grant 61,728 units RSUs granted May 11, 2026 under 2020 Incentive Plan

Additional PSU grant 43,938 units PSUs granted May 11, 2026 under 2026 Long-Term Incentive Plan

PSU disposition to issuer 43,938 units Disposition to issuer leaving 0 units from that grant

PSU payout range 0%–200% Shares deliverable vs target amount, based on total shareholder return

First PSU performance end date March 31, 2028 Performance period end for 2025 PSU grant

Second PSU performance end date March 31, 2029 Performance period end for 2026 PSU grant

RSU vesting dates April 1, 2027, 2028, 2029 Three equal RSU installments

Key Terms

Performance Stock Units, Restricted Stock Units, 2020 Incentive Plan, Long-Term Incentive Plan, +1 more

5 terms

Performance Stock Units financial

"Each Certara, Inc. ("Company") performance stock unit ("PSU") was 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.

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 2025 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.

total shareholder return financial

"based on the Company's performance against certain total shareholder return thresholds..."

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.

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)
05/11/2026

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

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
Performance Stock Units	(1)	05/11/2026		D			43,938	(1)	(1)	Common Stock	43,938	$0	0	D
Performance Stock Units	(1)	05/11/2026		A		43,938		(1)	(1)	Common Stock	43,938	$0	43,938	D
Restricted Stock Units	(2)	05/11/2026		A		61,728		(2)	04/01/2029	Common Stock	61,728	$0	61,728	D
Performance Stock Units	(3)	05/11/2026		A		92,592		(3)	(3)	Common Stock	92,592	$0	92,592	D

Explanation of Responses:

1. Each Certara, Inc. ("Company") performance stock unit ("PSU") was 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 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, 2028.

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 Rona Anhalt	05/13/2026
	** 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 equity awards did Certara (CERT) grant to Rona Anhalt in this Form 4?

Certara granted Rona Anhalt 92,592 performance stock units and 61,728 restricted stock units on May 11, 2026. Each unit represents a right to receive one share of common stock, subject to performance or time-based vesting conditions.

How do the performance stock units for Certara (CERT) Chief HR Officer vest?

Each performance stock unit represents a conditional right to one Certara share. Payout ranges from 0% to 200% of the target amount, based on total shareholder return performance through periods ending March 31, 2028 and March 31, 2029, respectively.

When will Rona Anhalt’s restricted stock units in Certara (CERT) vest?

The 61,728 restricted stock units will vest and settle in three equal installments. Vesting dates are April 1, 2027, April 1, 2028, and April 1, 2029, assuming continued satisfaction of the plan’s conditions.

What is the significance of the 43,938 Certara (CERT) PSUs disposed in this filing?

The filing shows 43,938 performance stock units recorded as a disposition to the issuer, leaving 0 units remaining from that particular grant. This adjusts the reported derivative position tied to that specific PSU award.

Under which plans were Certara (CERT) PSUs and RSUs granted to Rona Anhalt?

The PSUs were granted under the 2025 and 2026 Long-Term Incentive Plans for executives, each operating under the Certara 2020 Incentive Plan. The RSUs were also granted under the 2020 Incentive Plan framework.