STOCK TITAN

Simulations Plus: 77,817 executive shares converted

Options with exercise prices at or above the $18.50 merger consideration were canceled without payment; the 27,500-share option at $16.02 converted to a cash right.

(Very High)

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Form Type
4

Rhea-AI Filing Summary

Jill Fiedler-Kelly reported disposition transactions in this Form 4 filing. Simulations Plus, Inc. (SLP) reported that 77,817 common shares held directly by Jill Fiedler-Kelly, President, Services Solutions, were converted under the merger terms into the right to receive $18.50 in cash, without interest, per share. Her reported direct common-stock holdings after the transaction were zero. The reported transactions are dated October 6, 2026. A 27,500-share option was canceled for a cash right, while options with exercise prices equal to or greater than the merger consideration were canceled without payment.

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Insider Fiedler-Kelly Jill
Role President, Services Solutions
Type Security Shares Price Value
Disposition Stock Options (Right to Buy) F3 27,500 -- --
Disposition Stock Options (Right to Buy) F3, F4 15,000 -- --
Disposition Stock Options (Right to Buy) F3, F4 15,000 -- --
Disposition Stock Options (Right to Buy) F3, F4 7,500 -- --
Disposition Stock Options (Right to Buy) F3, F4 7,000 -- --
Disposition Stock Options (Right to Buy) F3, F4 5,000 -- --
Disposition Stock Options (Right to Buy) F3, F4 9,300 -- --
Disposition Stock Options (Right to Buy) F3, F4 5,000 -- --
Disposition Common Stock F1, F2 77,817 $18.50 $1.44M
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 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.
  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.
Common shares converted 77,817 shares Jill Fiedler-Kelly's direct shares; transaction dated October 6, 2026
Merger consideration $18.50 per share Cash payable without interest under the merger terms
Direct common-stock holdings after transaction 0 shares Jill Fiedler-Kelly
Option shares 27,500 shares Option canceled for a cash right
Option exercise price $16.02 per share Exercise price for the 27,500-share option
Merger Consideration financial
"right to receive $18.50 in cash, without interest (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)"
Agreement and Plan of Merger financial
"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.

How many SLP shares did Jill Fiedler-Kelly have converted in the merger?

Jill Fiedler-Kelly's 77,817 common shares were converted into the right to receive $18.50 in cash, without interest, per share under the merger terms. Her reported direct common-stock holdings after the transaction were zero.

What happened to Jill Fiedler-Kelly's options in the SLP merger?

The option covering 27,500 shares, with a $16.02 exercise price, vested and was canceled for a cash right equal to the option shares multiplied by the excess, if any, of the $18.50 merger consideration over the exercise price. Options with exercise prices equal to or greater than the merger consideration were canceled without payment.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Fiedler-Kelly Jill

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Services Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/06/2026D77,817(1)(2)D$18.50(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$16.0210/06/2026D27,500(3) (3)10/15/2035Common Stock27,500(3)0D
Stock Options (Right to Buy)$43.9110/06/2026D15,000(3) (3)10/19/2032Common Stock15,000(4)0D
Stock Options (Right to Buy)$39.9810/06/2026D15,000(3) (3)10/18/2033Common Stock15,000(4)0D
Stock Options (Right to Buy)$33.2910/06/2026D7,500(3) (3)10/16/2034Common Stock7,500(4)0D
Stock Options (Right to Buy)$19.8110/06/2026D7,000(3) (3)12/11/2028Common Stock7,000(4)0D
Stock Options (Right to Buy)$32.5710/06/2026D5,000(3) (3)12/05/2029Common Stock5,000(4)0D
Stock Options (Right to Buy)$57.6710/06/2026D9,300(3) (3)12/07/2030Common Stock9,300(4)0D
Stock Options (Right to Buy)$37.8910/06/2026D5,000(3) (3)10/20/2031Common Stock5,000(4)0D
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 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.
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, attorney-in-fact for Jill Fiedler-Kelly10/06/2026
** Signature of Reporting PersonDate
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)

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