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Certara, Inc.·4

May 13, 4:53 PM ET

Resnick Jon Matthew 4

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

Research Summary

AI-generated summary of this filing

Updated

Certara (CERT) CEO Jon Resnick Receives Awards, Exercises/Converts Derivatives

What Happened
Jon Matthew Resnick, Certara’s CEO, was granted and settled a mix of restricted stock units (RSUs) and performance stock units (PSUs) and converted vested derivative awards on May 11, 2026. The filing shows total new awards of about 2,411,220 shares (multiple RSU/PSU grants) and conversion/exercise activity of 59,766 derivative shares. To cover withholding/tax obligations, 24,377 shares were withheld/sold at $6.31 per share, generating approximately $153,819. The awards include time‑based RSUs and performance‑based PSUs with vesting/settlement schedules and performance conditions.

Key Details

  • Transaction date: May 11, 2026 (Filed: May 13, 2026 — timely within the Form 4 filing window).
  • Grants/awards: A series of RSU/PSU grants totaling ~2,411,220 shares (zero cash price reported for awards).
  • Exercise/conversion: Reported conversion/exercise of 59,766 derivative shares (code M).
  • Tax withholding/disposition: 24,377 shares disposed/withheld at $6.31 each, totaling ~$153,819 (code F).
  • Shares owned after transaction: Not specified in the provided excerpt.
  • Relevant footnotes:
    • Some RSUs vested and settled immediately (one‑third vested/settled on May 11, 2026); remaining RSUs and PSUs vest/settle on staggered dates through 2027–2029.
    • PSUs are performance‑based and may pay out 0%–200% of target depending on stock‑price thresholds by the performance period ends (2028 and 2029 LTI programs).
    • The 24,377‑share withholding was to satisfy tax obligations and is exempt under Rule 16b‑3.

Context

  • Many entries are awards (A) and derivative conversions (M). For retail investors: awards (RSUs) are time‑based compensation; PSUs pay only if performance targets are met, so their final value is uncertain.
  • The withholding/sale to satisfy taxes (code F) is routine and does not necessarily signal a CEO view of the stock — it’s a standard way to cover tax obligations on vested equity.
  • When derivative awards are converted to shares and some shares are withheld, that functions like a cashless settlement rather than an open‑market sale.

Insider Transaction Report

Form 4
Period: 2026-05-11
Certara, Inc.CERT
Resnick Jon Matthew
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-11+59,766→ 59,766 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-11$6.31/sh−24,377$153,819→ 35,389 total
  • Award

    Performance Stock Units

    [F3]
    2026-05-11+268,949→ 268,949 total
    → Common Stock (268,949 underlying)
  • Award

    Performance Stock Units

    [F4]
    2026-05-11+740,740→ 740,740 total
    → Common Stock (740,740 underlying)
  • Award

    Restricted Stock Units

    [F1]
    2026-05-11+179,299→ 179,299 total
    Exp: 2028-04-01→ Common Stock (179,299 underlying)
  • Award

    Restricted Stock Units

    [F5]
    2026-05-11+493,827→ 493,827 total
    Exp: 2029-04-01→ Common Stock (493,827 underlying)
  • Award

    Restricted Stock Units

    [F6]
    2026-05-11+728,405→ 728,405 total
    Exp: 2028-01-01→ Common Stock (728,405 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1]
    2026-05-11−59,766→ 119,533 total
    Exp: 2028-04-01→ Common Stock (59,766 underlying)
Footnotes (6)
  • [F1]Each restricted stock unit ("RSU") was granted on May 11 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. One-third of the RSUs vested and settled on May 11, 2026. The remaining two-thirds of the RSUs will vest and settle on April 1, 2027, and April 1, 2028.
  • [F2]Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1 and 3, exempt under Rule 16b-3.
  • [F3]Each Certara, Inc. ("Company") performance stock unit ("PSU") was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, 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 if the Company's stock price achieves certain thresholds prior to the end of the period ending on April 1, 2028 (2025 LTI).
  • [F4]Each PSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, 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 if the Company's stock price achieves certain thresholds prior to the end of the period ending on March 31, 2029 (2026 LTI).
  • [F5]Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
  • [F6]Each RSU was granted on May 11, 2026, pursuant to the terms of Mr. Resnick's employment agreement, under the 2020 Incentive Plan and represents a right to receive one share of common stock. The RSUs will vest and settle in two equal installments on January 1, 2027, and January 1, 2028.
Signature
/s/ Daniel D. Corcoran, as Attorney-in-Fact for Jon Matthew Resnick|2026-05-13

Documents

1 file
  • 4
    form4-05132026_080516.xmlPrimary