[8-K] Simulations Plus, Inc. Reports Material Event

Rhea-AI Filing Summary

Constellation Brands, Inc. (STZ) – Form 4 Insider Filing

Director William T. Giles reported the automatic conversion of 503 restricted stock units (RSUs) into an equal number of Class A common shares on 07/10/2025 (transaction code M). No cash was paid for the shares (exercise price $0). Following the vesting, Giles’ direct holdings increased to 1,966 Class A shares, while his RSU balance was reduced to zero for this grant. The filing indicates a routine equity-compensation vesting event; there were no open-market purchases or sales and no change to derivative positions other than the settled RSUs.

Insights

Corporate Governance Analyst

TL;DR – Routine RSU vesting; neutral market impact.

The Form 4 shows an automatic settlement of 503 RSUs granted to Director William T. Giles. Because the units converted at no cost and represent less than 0.001% of STZ’s ~180 million outstanding shares, the event is administrative rather than strategic. Insider ownership rose modestly to 1,966 shares, which still leaves the director with a limited economic stake. There is no indication of discretionary buying or selling, thus the filing provides no new insight into management’s sentiment or company fundamentals. Overall, neutral and not materially impactful for investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

July 14, 2025

(Date of the earliest event reported)

Simulations Plus, Inc.

(Exact name of registrant as specified in its charter)

California			001-32046			95-4595609
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

800 Park Offices Drive, Suite 401, Research Triangle Park, NC 27709

(Address of principal executive offices) (Zip Code)

661-723-7723

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14z-12 under Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			SLP			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02    Results of Operations and Financial Condition

On July 14, 2025, Simulations Plus, Inc., a California corporation (the “Company”), issued a press release announcing financial results for its third quarter ended May 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

Item 7.01    Regulation FD Disclosure

On July 14, 2025, the Company held an investor conference call reporting its financial results for its third quarter ended May 31, 2025. The PowerPoint presentation, which was used for this investor conference call, is attached as Exhibit 99.2 to this Report.

In accordance with General Instructions B.2 of Form 8-K, the information in this Report, including Exhibits 99.1 and 99.2 (together, the “Exhibits”), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Report.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Report, including the disclosures set forth herein and in the Exhibits attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Report or reports hereafter furnished, including in other publicly available documents filed with the Securities and Exchange Commission (the “Commission”), to the Company’s stockholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

99.1			Press release issued on July 14, 2025.
99.2			PowerPoint presentation used at the Investor Conference Call on July 14, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SIMULATIONS PLUS, INC.
Dated: July 14, 2025			By: /s/ Will Frederick
			Will Frederick
			Executive Vice President and Chief Financial Officer

2

FAQ

How many Constellation Brands (STZ) shares did William T. Giles acquire?

He received 503 Class A common shares through RSU vesting.

What price was paid for the 503 shares reported in the Form 4?

The RSUs converted at $0 exercise price; no cash changed hands.

What is Giles’ total direct share ownership after the transaction?

Following the vesting, he directly owns 1,966 Class A shares.

Did the director sell any Constellation Brands shares in this filing?

No. The Form 4 only reports RSU conversion; no shares were sold.

When did the reported RSUs vest?

All 503 RSUs vested on 07/10/2025, the transaction date.