Certara, Inc.·4

May 13, 4:59 PM ET

Aspbury Robert 4

4 · Certara, Inc. · Filed May 13, 2026

Research Summary

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Certara (CERT) President Robert Aspbury Receives Awards

What Happened
Robert Aspbury, President (Predictive Tech) of Certara, reported multiple equity awards on May 11, 2026. The Form 4 shows a disposition to the issuer of 68,348 previously granted performance stock units (PSUs) (treated as cancelled/amended) and four award transactions acquiring a total of 531,309 derivative units (PSUs and restricted stock units). All awards are reported at $0.00 purchase price (standard for grants); no immediate cash transaction or open-market purchase/sale occurred.

Key Details

  • Transaction date(s): May 11, 2026; Form 4 filed May 13, 2026 (timely filing).
  • Reported disposition: 68,348 old PSUs to issuer (F1) — effectively amended/cancelled.
  • Reported acquisitions (all awards, $0.00 price): 68,348; 86,419; 246,913; 129,629 — total acquired = 531,309 derivative units.
  • Award types and footnotes:
    • F1: Amendment of PSUs originally granted May 20, 2025 (each PSU = conditional right to one share; amended PSUs pay 0%–200% of target based on performance through Mar 31, 2028). The amendment may be treated as cancellation of old PSUs and issuance of new PSUs.
    • F2: 246,913 RSUs granted May 11, 2026; each vests/settles in three equal installments on Apr 1, 2027, Apr 1, 2028, and Apr 1, 2029 (or cash equivalent).
    • F3: 86,419 and 129,629 PSUs granted May 11, 2026 (total 216,048); each PSU vests based on total shareholder return performance through Mar 31, 2029 and may pay between 0%–200% of target.
  • Reported price/value: $0.00 per unit; no cash proceeds.
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Filing timeliness: Filed within the standard Form 4 timeframe (filed 2 days after the transaction date).

Context
These entries are award grants and an amendment of prior performance awards (derivative transactions), not open-market buys or sales. PSUs are performance-based and may ultimately convert to 0–200% of the target shares depending on future TSR results and vesting; RSUs vest on time-based schedules. Such awards are routine compensation for executives and do not, by themselves, indicate a personal purchase or sale of stock.

Insider Transaction Report

Form 4
Period: 2026-05-11
Aspbury Robert
PRESIDENT, PREDICTIVE TECH
Transactions
  • Disposition to Issuer

    Performance Stock Units

    [F1]
    2026-05-1168,3480 total
    Common Stock (68,348 underlying)
  • Award

    Performance Stock Units

    [F1]
    2026-05-11+68,34868,348 total
    Common Stock (68,348 underlying)
  • Award

    Restricted Stock Units

    [F2]
    2026-05-11+86,41986,419 total
    Exp: 2029-04-01Common Stock (86,419 underlying)
  • Award

    Restricted Stock Units

    [F2]
    2026-05-11+246,913246,913 total
    Exp: 2029-04-01Common Stock (246,913 underlying)
  • Award

    Performance Stock Units

    [F3]
    2026-05-11+129,629129,629 total
    Common Stock (129,629 underlying)
Footnotes (3)
  • [F1]Reflects the amendment to Certara, Inc. ("Company") performance stock units ("PSUs") originally 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 amended 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 amended total shareholder return thresholds through the period ending on March 31, 2028. The amendment to the PSUs may be deemed to be a cancellation of the "old" PSUs and an acquisition of the "new" PSUs.
  • [F2]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.
  • [F3]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.
Signature
/s/ Daniel D. Corcoran, as Attorney-in-Fact for Robert Aspbury|2026-05-12

Documents

1 file
  • 4
    form4-05132026_080506.xmlPrimary