Simulations Plus insiders dispose of 3.2M merger shares
The merger’s cash treatment applied to the common shares, while the options were canceled without payment under the merger terms.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Simulations Plus, Inc. (symbol: SLP) is the issuer of record for a Form 4 filing submitted to the SEC. Walter S. Woltosz, a director and ten percent owner, and Virginia E. Woltosz, a ten percent owner, reported disposition of 3,202,131 jointly held common shares on October 6, 2026, in the merger. Each share was converted into the right to receive $18.50 in cash, without interest; their reported holdings afterward were zero shares. They also reported cancellation of 5,000 stock options with a $61.84 exercise price; the options were canceled without payment under the merger terms.
Insights
Analyzing...
Insider Trade Summary
Disposition: 3,207,131 shares
Disposition
2 txns
Insider
WOLTOSZ WALTER S, WOLTOSZ VIRGINIA E
Role
Director, 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options (Right to Buy) F3, F4, F5 | 5,000 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 3,202,131 | $18.50 | $59.24M |
Holdings After Transaction:
Stock Options (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- F1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2026 (the "Merger Agreement"), by and among Simulations Plus, Inc. (the "Issuer"), SP Evolution HoldCo II, LLC ("Parent") and SP Evolution BidCo II, LLC, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- F2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger Agreement) was automatically converted into the right to receive $18.50 in cash, without interest (the "Merger Consideration").
- F3. The securities reported herein were held jointly by Walter S. Woltosz and Virginia E. Woltosz.
- F4. Pursuant to the Merger Agreement, effective as of or immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding immediately prior to the Effective Time automatically vested in full and was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock subject to such Company Option.
- F5. Any such Company Option with a per share exercise price that was equal to or greater than the Merger Consideration was canceled by virtue of the Merger without any payment to the reporting person.
Key Figures
Jointly held common shares disposed: 3,202,131 shares
Merger consideration: $18.50 per share
Common shares after transaction: 0 shares
+2 more
5 metrics
Jointly held common shares disposed
3,202,131 shares
Merger transaction on October 6, 2026
Merger consideration
$18.50 per share
Cash consideration, without interest
Common shares after transaction
0 shares
Reported jointly held position after the disposition
Stock options canceled
5,000 options
Merger transaction on October 6, 2026
Option exercise price
$61.84 per share
Options canceled under the merger terms
Key Terms
Merger Consideration, Effective Time, Company Option, Agreement and Plan of Merger
4 terms
Merger Consideration financial
"right to receive $18.50 in cash, without interest"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time technical
"At the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Company Option financial
"each option to purchase shares of Company Common Stock"
Agreement and Plan of Merger technical
"Agreement and Plan of Merger, dated as of June 15, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Walter and Virginia Woltosz’s SLP stock options in the merger?
Their 5,000 stock options, with a $61.84 exercise price, were canceled without payment. The merger terms canceled options with an exercise price equal to or greater than the $18.50 per-share merger consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
