SEC Form 3 · accession 0002143915-26-000002
Certara, Inc. · CERT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Faiz Mohammed
Officer — Interim CFO
Period of report
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001827090
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 163,686 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 6,330 | — | D |
| Restricted Stock UnitsF2 | $0.00 | holding | — | — | — | — | — | Common Stock | 13,290 | — | D |
| Performance Stock UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,544 | — | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") was granted on April 1, 2024, pursuant to the Certara, Inc. ("Certara") 2020 Incentive Plan ("2020 Incentive Plan"). Each RSU represents a right to receive one share of Certara common stock or the cash equivalent thereof. One-third of the RSUs vested and settled on April 1, 2025, and one-third vested and settled on April 1, 2026. The remaining one-third of the RSUs will vest and settle on April 1, 2027, subject to the reporting person's continued service through the applicable vesting date.
- F2Each RSU was granted on July 11, 2025, pursuant to the 2020 Incentive Plan. Each RSU represents a right to receive one share of Certara common stock or the cash equivalent thereof. One-third of the RSUs vested and settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in two equal installments on April 1, 2027 and April 1, 2028, subject to the reporting person's continued service through each applicable vesting date
- F3Each performance stock unit ("PSU") was granted on July 11, 2025, pursuant to the terms of Certara's 2025 Long-Term Incentive Plan for Executives, as approved by the Compensation Committee of Certara's Board of Directors under the 2020 Incentive Plan. Each PSU represents a right to receive one share of Certara common stock. The reporting person will be entitled to receive between 0% and 200% of the target number of PSUs based on Certara's performance against certain total shareholder return thresholds during the performance period ending March 31, 2028.