SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Resnick Jon Matthew

(Last)

(First)

(Middle)

C/O CERTARA, INC

4 RADNOR CORPORATE CENTER, SUITE 350

(Street)

RADNOR

PENNSYLVANIA

19087

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		M		59,766	A	$0⁽¹⁾	59,766	D
Common Stock	05/11/2026		F		24,377⁽²⁾	D	$6.31	35,389	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾	05/11/2026		A		268,949		⁽³⁾	⁽³⁾	Common Stock	268,949	$0	268,949	D
Performance Stock Units	⁽⁴⁾	05/11/2026		A		740,740		⁽⁴⁾	⁽⁴⁾	Common Stock	740,740	$0	740,740	D
Restricted Stock Units	⁽¹⁾	05/11/2026		A		179,299		⁽¹⁾	04/01/2028	Common Stock	179,299	$0	179,299	D
Restricted Stock Units	⁽⁵⁾	05/11/2026		A		493,827		⁽⁵⁾	04/01/2029	Common Stock	493,827	$0	493,827	D
Restricted Stock Units	⁽⁶⁾	05/11/2026		A		728,405		⁽⁶⁾	01/01/2028	Common Stock	728,405	$0	728,405	D
Restricted Stock Units	⁽¹⁾	05/11/2026		M			59,766	⁽¹⁾	04/01/2028	Common Stock	59,766	$0	119,533	D

Explanation of Responses:

1. 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.

2. 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.

3. 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).

4. 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).

5. 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.

6. 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.

	/s/ Daniel D. Corcoran, as Attorney-in-Fact for Jon Matthew Resnick	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Chief Executive Officer Resnick Jon Matthew converted options into 59,766 shares and covered exercise/tax liability with 24,377 shares (SEC Form 4) (withholding tax)