Simulations Plus Announces Material Agreement and Officer Changes

Ticker: SLP · Form: 8-K · Filed: Dec 8, 2025 · CIK: 1023459

Sentiment: neutral

Topics: material-agreement, corporate-governance, officer-changes

TL;DR

Simulations Plus inked a big deal & shuffled execs. Big changes coming.

AI Summary

Simulations Plus, Inc. announced on December 2, 2025, the entry into a material definitive agreement and changes in its board and officer composition. The company also filed financial statements and exhibits as part of this report.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential leadership shifts, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and changes in directors/officers, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Simulations Plus, Inc.?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What specific changes occurred regarding directors or officers of Simulations Plus, Inc.?

The filing reports on the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements, but the specific individuals and details are not in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on December 2, 2025.

What is the SEC file number for Simulations Plus, Inc.?

The SEC file number for Simulations Plus, Inc. is 001-32046.

What is the principal executive office address for Simulations Plus, Inc.?

The principal executive offices are located at 800 Park Offices Drive, Suite 401, Research Triangle Park, NC 27709.

Filing Stats: 3,048 words · 12 min read · ~10 pages · Grade level 11 · Accepted 2025-12-08 16:09:06

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Simulations Plus, Inc. (the "Company") entered into amended and restated employment agreements (each, an "Agreement," and collectively, the "Agreements") with (i) Shawn O'Connor, the Company's Chief Executive Officer; (ii) Will Frederick, the Company's Executive Vice President and Chief Financial Officer; (iii) John DiBella, the Company's Chief Revenue Officer; (iv) Jill Fiedler-Kelly, the Company's President, Service Solutions; and initial agreements with (v) Erik Guffrey, the Company's Co-Chief Product & Technology Officer; (vi) Josh Fohey, the Company's Chief Operating Officer; and (vii) Viera Lukacova, the Company's Chief Scientific Officer. The material terms of each of the Agreements are set forth below. Mr. O'Connor's Amended and Restated Employment Agreement Mr. O'Connor's Agreement is effective as of December 2, 2025. Pursuant to his Agreement, Mr. O'Connor will receive an annual base salary of $547,700 and is eligible to receive an annual performance bonus based upon actual performance in relation to specific performance metrics annually mutually determined by Mr. O'Connor and the Compensation Committee (the "Committee") of the Company's board of directors ("Board"). The annual performance bonus shall consist of the following: (i) a target cash bonus based on individual and corporate metrics, which target is 75% of Mr. O'Connor's base salary, (ii) a stock option grant, with a target of 50,000 stock options, to be issued under the Company's 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and (iii) an additional discretionary cash bonus of up to $75,000 and an additional grant of 7,500 stock options, as determined by the Board, in its sole discretion, based upon recommendation of the Committee; provided, however, that the actual amount of cash and/or stock options granted to O'Connor as a performance bonus for any given year, if any, may be less than or exceed the ta

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Amended and Restated Employment Agreement between Simulations Plus, Inc. and Shawn O'Connor, dated December 2, 2025. 10.2 Amended and Restated Employment Agreement between Simulations Plus, Inc. and Will Frederick, dated December 2, 2025. 10.3 Amended and Restated Employment Agreement between Simulations Plus, Inc. and John DiBella, dated December 2, 2025. 10.4 Amended and Restated Employment Agreement between Simulations Plus, Inc. and Jill Fiedler-Kelly, dated December 2, 2025. 10.5 Employment Agreement between Simulations Plus, Inc. and Erik Guffrey, dated December 2, 2025. 10.6 Employment Agreement between Simulations Plus, Inc. and Josh Fohey, dated December 2, 2025. 10.7 Employment Agreement between Simulations Plus, Inc. and Viera Lukacova, dated December 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: December 8, 2025 By: /s/ Will Frederick Will Frederick Executive Vice President and Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing