John E. Gallagher - May 20, 2025 Form 4 Insider Report for Certara, Inc. (CERT)

Role: Chief Financial Officer
Signature: /s/ Daniel Corcoan, as Attorney-in-Fact for John E. Gallagher
Stock symbol: CERT
Transactions as of: May 20, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/22/2025, 04:36 PM
Previous filing: Apr 3, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gallagher John E	Chief Financial Officer	C/O CERRTARA, INC., 4 RADNOR CORPORATE CENTER, SUITE 350, RADNOR	/s/ Daniel Corcoan, as Attorney-in-Fact for John E. Gallagher	2025-05-22	0001628991

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CERT	Performance Stock Units	Award	$0	+103K		$0.00	103K	May 20, 2025	Common Stock	103K		Direct	F1
transaction	CERT	Restricted Stock Units	Award	$0	+68.3K		$0.00	68.3K	May 20, 2025	Common Stock	68.3K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Certara, Inc. ("Company") performance stock unit ("PSU") was 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 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, 2028.
F2	Each restricted stock unit ("RSU") was granted on May 20, 2025, 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, 2026, April 1, 2027, and April 1, 2028.

Content

Each Certara, Inc. ("Company") performance stock unit ("PSU") was 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 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, 2028.

Each restricted stock unit ("RSU") was granted on May 20, 2025, 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, 2026, April 1, 2027, and April 1, 2028.