Gallagher John E 4

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.