Simulations Plus (NASDAQ: SLP) OKs equity plan share increase

Rhea-AI Filing Summary

Simulations Plus, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved an amendment to the 2021 Equity Incentive Plan increasing shares authorized for issuance from 2,500,000 to 3,450,000. The amendment had been approved by the Board in December 2025 and became effective upon shareholder approval on February 12, 2026.

Shareholders also re-elected four directors, ratified Rose, Snyder & Jacobs LLP as auditor for the fiscal year ending August 31, 2026, and supported an advisory proposal on the frequency of named executive officer compensation votes. A total of 13,229,922 shares, about 66% of the 20,146,585 shares entitled to vote as of December 15, 2025, were represented.

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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

February 12, 2026

(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 14a-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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on February 12, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Simulations Plus, Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of common stock authorized for issuance thereunder from 2,500,000 shares to 3,450,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to shareholder approval, on December 23, 2025. The Plan Amendment became effective on February 12, 2026 following receipt of shareholder approval.

Additional information regarding the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 29, 2025, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Amendment to 2021 Equity Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders:

On February 12, 2026, Simulations Plus, Inc. (the “Company”) held the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, 13,229,922 or approximately 66%, of the Company’s 20,146,585 issued and outstanding shares of common stock entitled to vote as of December 15, 2025, the record date for the Annual Meeting, were represented live or by proxy. The proposals voted on at the Annual Meeting are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) and are incorporated by reference herein.

The final voting results on the proposals presented for shareholder approval at the Annual Meeting were as follows:

1. Proposal No. 1: To elect four individuals to serve on the Company’s Board of Directors until the next Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.

The votes were cast for this matter as follows:

Nominees			Votes For			Votes Withheld			Broker Non-votes
Dr. Daniel Weiner			11,340,012			159,235			1,730,675
Dr. Walter S. Woltosz			6,747,803			4,751,444			1,730,675
Dr. John K. Paglia			10,812,914			686,407			1,730,675
Sharlene Evans			11,129,840			369,407			1,730,675

As a result, each of the foregoing individuals were elected to serve as directors on the Company’s Board until the next annual meeting of shareholders of the company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.

2. Proposal No. 2: To ratify the selection of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for the Company for the fiscal year ending August 31, 2026. This proposal was approved based upon the following votes:

Votes For			Votes Against			Votes Abstaining
12,904,437			303,273			11,300

3. Proposal No. 3: To approve an amendment to the 2021 Plan to increase the number of shares authorized for issuance thereunder from 2,500,000 shares to 3,450,000 shares of common stock of the Company. This proposal was approved based upon the following votes:

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Votes For			Votes Against			Votes Abstaining
10,359,189			976,148			152,998

4. Proposal No. 4: To approve, on a non-binding advisory basis as to whether approval of named executive officer compensation should take place every 1, 2, or 3 years. This proposal was approved based upon the following votes:

1 year			2 years			3 years			Abstentions
7,515,790			316			832,503			3,150,638

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

10.1			Third Amendment to 2021 Equity Incentive Plan, of Simulations Plus, Inc. dated February 12, 2026.
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: February 18, 2026			By: /s/ Will Frederick
			Will Frederick
			Executive Vice President and Chief Financial Officer

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FAQ

What did Simulations Plus (SLP) shareholders approve regarding the 2021 Equity Incentive Plan?

Shareholders approved an amendment to the 2021 Equity Incentive Plan increasing shares authorized for issuance from 2,500,000 to 3,450,000. The Board had approved this amendment in December 2025, and it became effective on February 12, 2026, after the shareholder vote.

How many Simulations Plus (SLP) shares were represented at the 2026 Annual Meeting?

A total of 13,229,922 shares were represented, about 66% of the 20,146,585 issued and outstanding common shares entitled to vote as of December 15, 2025. This quorum allowed shareholders to vote on directors, auditor ratification, compensation matters, and the equity plan amendment.

Which directors were elected at the Simulations Plus (SLP) 2026 Annual Meeting?

Shareholders elected Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia, and Sharlene Evans to the Board. Each will serve until the next annual meeting or until a successor is duly elected and qualified, subject to prior death, resignation, or removal under standard corporate practice.

Who is Simulations Plus (SLP)’s auditor for the fiscal year ending August 31, 2026?

Shareholders ratified Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026. The ratification received 12,904,437 votes for, 303,273 against, and 11,300 abstentions, confirming continued engagement of this audit firm.

What were the voting results on the Simulations Plus (SLP) equity plan amendment?

The amendment to increase shares authorized under the 2021 Equity Incentive Plan to 3,450,000 received 10,359,189 votes for, 976,148 against, and 152,998 abstaining. These results show clear shareholder approval for expanding the share pool available for equity-based compensation grants.

How often did Simulations Plus (SLP) shareholders prefer advisory votes on executive pay?

In the non-binding advisory vote on frequency of named executive officer compensation approval, 7,515,790 votes favored every 1 year, 316 favored every 2 years, 832,503 favored every 3 years, and 3,150,638 abstained. This outcome indicates strong support for an annual advisory vote schedule.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 2.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB