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Certara, Inc.·4

Apr 3, 4:07 PM ET

Gallagher John E 4

4 · Certara, Inc. · Filed Apr 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Certara (CERT) CFO John E. Gallagher Receives Award; Shares Withheld

What Happened John E. Gallagher, Chief Financial Officer of Certara, had equity awards vest and settle on April 1, 2026. A total of 73,951 shares were issued to him through the vesting/settlement of RSUs and performance stock units (PSUs). To satisfy tax withholding and related obligations, approximately 25,108 shares were withheld (including three withholding transactions that generated cash proceeds of $44,318, $29,657 and $44,477, totaling $118,452). Net shares issued to Gallagher after withholding were about 48,843. These transactions are awards/settlements (not open-market purchases or discretionary sales).

Key Details

  • Transaction date: April 1, 2026 (Form 4 filed April 3, 2026 — appears timely).
  • Awards/settlements: 73,951 shares issued (multiple RSU/PSU conversions; exercise/conversion code M and award/grant code A).
  • Shares withheld for taxes/payment (code F): ~25,108 shares; cash proceeds reported $118,452 (three withholding transactions at $5.70/share).
  • Net new shares to insider: ~48,843.
  • Footnotes: PSUs were granted Apr 1, 2023 and vested/settled Apr 1, 2026 (performance period 2023–2025). RSUs from 2023, 2024 and 2025 vested/settled per the schedules in the filing. Withholding is exempt under Rule 16b-3 per the filing (routine tax withholding).
  • Filing timeliness: Form filed Apr 3 for Apr 1 transactions (no late filing indicated).

Context

  • These were award settlements and conversions of RSUs/PSUs (derivative exercises/settlements), not discretionary open-market buys or strategic insider sales. The withholding of shares to cover taxes is a routine, cashless-like settlement mechanism and does not necessarily signal a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-04-01
Certara, Inc.CERT
Gallagher John E
Chief Financial Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-04-01+23,346→ 69,874 total
  • Tax Payment

    Common Stock

    [F2][F1]
    2026-04-01$5.70/sh−7,775$44,318→ 62,099 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-04-01+12,633→ 74,732 total
  • Tax Payment

    Common Stock

    [F2][F3]
    2026-04-01−4,327→ 70,405 total
  • Exercise/Conversion

    Common Stock

    [F4]
    2026-04-01+15,190→ 85,595 total
  • Tax Payment

    Common Stock

    [F2][F4]
    2026-04-01$5.70/sh−5,203$29,657→ 80,392 total
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-04-01+22,782→ 103,174 total
  • Tax Payment

    Common Stock

    [F2][F5]
    2026-04-01$5.70/sh−7,803$44,477→ 95,371 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-04-01−12,633→ 0 total
    Exp: 2026-04-01→ Common Stock (12,633 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F4]
    2026-04-01−15,190→ 15,191 total
    Exp: 2027-04-01→ Common Stock (15,190 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-04-01−22,782→ 45,566 total
    Exp: 2028-04-01→ Common Stock (22,782 underlying)
Footnotes (5)
  • [F1]Each performance stock unit ("PSU") was granted on April 1, 2023, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock. The PSUs were subject to the achievement of certain performance objectives over a three-year period from January 1, 2023, to December 31, 2025. The PSUs were vested and settled on April 1, 2026.
  • [F2]Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PSUs described in footnotes 1, 3, 4, and 5, exempt under Rule 16b-3.
  • [F3]Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2024. One-third of the RSUs vested and were settled on April 1, 2025. The remaining one-third of the RSUs vested and settled on April 1, 2026.
  • [F4]Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2025. One-third of the RSUs vested and were settled on April 1, 2026. The remaining one-third of the RSUs will vest and settle on April 1, 2027.
  • [F5]Each RSU was granted on May 20, 2025, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2027 and April 1, 2028.
Signature
/s/ Daniel Corcoran, as Attorney-in-Fact for John E. Gallagher|2026-04-03

Documents

1 file
  • 4
    form4-04032026_080425.xmlPrimary