Leif E. Pedersen - 01 Apr 2025 Form 4 Insider Report for Certara, Inc. (CERT)

Role: PRESIDENT, CHIEF COMMERCAL OFF
Signature: /s/ Daniel D. Corcoran, Attorney-in-Fact for Leif E. Pedersen
Issuer symbol: CERT
Transactions as of: 01 Apr 2025
Net transactions value: -$81,269
Form type: 4
Filing time: 03 Apr 2025, 16:40:25 UTC
Previous filing: 10 Sep 2024
Next filing: 22 May 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERT	Common Stock	Award	$0	+7,082	+7.1%	$0.000000	106,786	01 Apr 2025	Direct	F1
transaction	CERT	Common Stock	Tax liability	$17,078	-1,725	-1.6%	$9.90	105,061	01 Apr 2025	Direct	F1, F2
transaction	CERT	Common Stock	Options Exercise	$0	+8,647	+8.2%	$0.000000	113,708	01 Apr 2025	Direct	F3
transaction	CERT	Common Stock	Tax liability	$20,849	-2,106	-1.9%	$9.90	111,602	01 Apr 2025	Direct	F2, F3
transaction	CERT	Common Stock	Options Exercise	$0	+7,852	+7%	$0.000000	119,454	01 Apr 2025	Direct	F4
transaction	CERT	Common Stock	Tax liability	$18,929	-1,912	-1.6%	$9.90	117,542	01 Apr 2025	Direct	F2, F4
transaction	CERT	Common Stock	Options Exercise	$0	+10,127	+8.6%	$0.000000	127,669	01 Apr 2025	Direct	F5
transaction	CERT	Common Stock	Tax liability	$24,413	-2,466	-1.9%	$9.90	125,203	01 Apr 2025	Direct	F2, F5

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	Restricted Stock Units	Options Exercise	$0	-8,647	-100%	$0.000000	0	01 Apr 2025	Common Stock	8,647		Direct	F3
transaction	CERT	Restricted Stock Units	Options Exercise	$0	-7,852	-50%	$0.000000	7,852	01 Apr 2025	Common Stock	7,852		Direct	F4
transaction	CERT	Restricted Stock Units	Options Exercise	$0	-10,127	-33%	$0.000000	20,254	01 Apr 2025	Common Stock	10,127		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Each performance stock unit ("PSU") was granted on April 1, 2022, under the Certara, Inc. ("Certara") 2020 Incentive Plan (the "2020 Incentive Plan") and represents a right to receive one share of common stock. The PSUs were subject to the achievement of certain performance objectives over a three-year period from January 1, 2022, to December 31, 2024. The PSUs were vested and settled on April 1, 2025.
F2	Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PSUs described in footnotes 1, 3, 4, and 5, exempt under Rule 16b-3.
F3	Each RSU was granted on April 1, 2022, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on March 31, 2023. One-third of the RSUs vested and were settled on April 1, 2024. The remaining one-third of the RSUs vested and settled on April 1, 2025.
F4	Each RSU was granted on April 1, 2023, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2024. One-third of the RSUs vested and were settled on April 1, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on April 1, 2026.
F5	Each RSU was granted on April 1, 2024, under the 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2025. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2026 and April 1, 2027.