Gallagher John E 4

What Happened

• John E. Gallagher, Chief Financial Officer of Certara, reported derivative transactions on May 11, 2026. The filing shows three award grants (totaling 426,595 derivative units) and a disposition to the issuer of 102,522 derivative units. All transactions are reported at $0.00 per unit (awards/derivatives), so no cash purchase/sale value is reported.
• Breakdown: acquired 102,522 + 129,629 + 194,444 = 426,595 derivative units (AWARD/GRANT, code A); disposed 102,522 units to the issuer (DISPOSITION, code D). Net increase in derivative rights based on the report = 324,073 units.

Key Details

• Transaction date: May 11, 2026; filing date: May 13, 2026 (filed within the Form 4 two-business-day window).
• Reported price/value: $0.00 per unit (derivative awards — no cash consideration reported).
• Shares owned after transaction: not provided in the supplied data.
• Footnotes:
  • F2: 2026 RSUs (granted May 11, 2026) vest in three equal installments on Apr 1, 2027, Apr 1, 2028, and Apr 1, 2029; each RSU converts to one share (or cash equivalent).
  • F3: 2026 PSUs (granted May 11, 2026) are performance stock units that pay between 0%–200% of target based on total shareholder return through Mar 31, 2029.
  • F1: A prior PSU grant (May 20, 2025) pays 0%–200% of target based on performance through Mar 31, 2028.
• The "Disposition to issuer" line (102,522 units) is recorded at $0.00; such dispositions commonly reflect shares withheld by the issuer to satisfy tax obligations on awards, though the filing does not explicitly state the reason.

Context

• These are derivative awards (RSUs and PSUs), not open-market purchases or sales. RSUs vest over time; PSUs are performance-based and may pay out more or less than target depending on future performance.
• Awards and withholding-related dispositions are routine components of executive compensation and do not, by themselves, indicate the insider buying or selling stock in the market.