Simulations Plus CFO disposes of 2,100 merger shares

The merger terms provide $18.50 in cash per common share and set separate cash treatment for options based on their exercise prices.

Rhea-AI Filing Summary

Simulations Plus, Inc. (SLP) reported that EVP/CFO William W. Frederick disposed of 2,100 common shares on October 6, 2026, pursuant to the merger in which SP Evolution BidCo II, LLC merged into the issuer. Each outstanding common share covered by the merger terms converted into a right to receive $18.50 in cash, without interest; his reported direct common-stock balance afterward was zero. A 32,500-share option tranche with a $16.02 exercise price converted into a cash right based on the excess of merger consideration over the exercise price. Four other option tranches, with exercise prices of $33.29, $39.98, $43.91 and $56.40, were canceled for no consideration because their exercise prices equaled or exceeded $18.50.

Insider Trade Summary

Disposition: 109,600 shares

Disposition 6 txns

Insider FREDERICK WILLIAM W

Role EVP/CFO

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy) F3	32,500	--	--
Disposition	Stock Options (Right to Buy) F3, F4	20,000	--	--
Disposition	Stock Options (Right to Buy) F3, F4	20,000	--	--
Disposition	Stock Options (Right to Buy) F3, F4	25,000	--	--
Disposition	Stock Options (Right to Buy) F3, F4	10,000	--	--
Disposition	Common Stock F1, F2	2,100	$18.50	$39K

Holdings After Transaction: Stock Options (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. 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.
2. 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").
3. F3. 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 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. Each Company Option with an exercise price per share greater than or equal to the Merger Consideration was canceled for no consideration.
4. F4. 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

Common shares disposed: 2,100 shares Merger consideration: $18.50 per share Direct common shares after transaction: 0 shares +5 more

8 metrics

Common shares disposed 2,100 shares October 6, 2026 merger transaction

Merger consideration $18.50 per share Cash consideration for common shares covered by the merger terms

Direct common shares after transaction 0 shares Reported position after the October 6, 2026 transaction

Options with $16.02 exercise price 32,500 underlying common shares Converted into a cash right under the merger terms

Options with $43.91 exercise price 20,000 underlying common shares Canceled for no consideration

Options with $56.40 exercise price 20,000 underlying common shares Canceled for no consideration

Options with $39.98 exercise price 25,000 underlying common shares Canceled for no consideration

Options with $33.29 exercise price 10,000 underlying common shares Canceled for no consideration

Key Terms

Merger Consideration, Effective Time, Company Option

3 terms

Merger Consideration financial

"the "Merger Consideration""

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 financial

"At the effective time of the Merger (the "Effective Time")"

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 (each, a "Company Option")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash consideration did the SLP merger provide per common share?

Each common share outstanding immediately before the merger's effective time, other than certain excluded shares, converted automatically into the right to receive $18.50 in cash, without interest.

What happened to William W. Frederick's SLP stock options?

Options with an exercise price below the merger consideration converted into a cash right based on the excess of the merger consideration over the exercise price. Frederick's 32,500-share option tranche at $16.02 fell into that category; option tranches at $33.29, $39.98, $43.91 and $56.40 were canceled for no consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 04:06 PM Accepted by SEC EDGAR 10/06/2026 - 04:05 PM Learn about SEC filing dates

SEC 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

X

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^*

FREDERICK WILLIAM W

(Last) (First) (Middle)

600 PARK OFFICES DRIVE

SUITE 300 #4134

(Street)

DURHAM NORTH CAROLINA 27713

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Simulations Plus, Inc. [ SLP ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/06/2026		D		2,100(1)(2)	D	$18.5	0(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$16.02	10/06/2026		D			32,500(3)	(3)	10/15/2035	Common Stock	32,500	(3)	0	D
Stock Options (Right to Buy)	$43.91	10/06/2026		D			20,000(3)	(3)	10/19/2032	Common Stock	20,000	(4)	0	D
Stock Options (Right to Buy)	$56.4	10/06/2026		D			20,000(3)	(3)	12/01/2030	Common Stock	20,000	(4)	0	D
Stock Options (Right to Buy)	$39.98	10/06/2026		D			25,000(3)	(3)	10/18/2033	Common Stock	25,000	(4)	0	D
Stock Options (Right to Buy)	$33.29	10/06/2026		D			10,000(3)	(3)	10/16/2034	Common Stock	10,000	(4)	0	D

Explanation of Responses:

1. 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.

2. 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").

3. 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 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. Each Company Option with an exercise price per share greater than or equal to the Merger Consideration was canceled for no consideration.

4. 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.

Remarks:

	/s/ William Frederick	10/06/2026
	** 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)