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Certara, Inc.·4

May 13, 4:53 PM ET

Resnick Jon Matthew 4

Research Summary

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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.