8-K

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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:

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:

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:

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:

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

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.

3

thirdamendmentto2021equi

THIRD AMENDMENT TO 2021 EQUITY INCENTIVE PLAN OF SIMULATIONS PLUS, INC. WHEREAS, the Board of Directors and stockholders of Simulations Plus, Inc. (the “Company”) have adopted the 2021 Equity Incentive Plan of Simulations Plus, Inc., dated April 9, 2021, as amended by that First Amendment to 2021 Equity Incentive Plan of the Company, dated as of February 9, 2023, as amended by that Second Amendment to 2021 Equity Incentive Plan of the Company, dated as of February 8, 2024 ( as amended, the “Plan”); WHEREAS, pursuant to Section 4(a) of the Plan, a total of 2,500,000 shares of the common stock, par value $0.001 per share, of the Company (“Common Stock”) have been authorized and reserved for issuance under the Plan; WHEREAS, the Company desires to increase the number of shares issuable under the Plan to 3,450,000 shares, including shares previously issued thereunder; and WHEREAS, Section 14 of the Plan permits the Company to amend the Plan from time to time, subject to certain limitations specified therein, including stockholder approval of certain amendments. NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan subject to, and effective as of the date of, the approval of stockholders of the Plan on February 12, 2026: 1. Section 4(a) of the Plan is hereby amended and restated to read in its entirety as follows: (a) Shares Subject to the Plan. Subject to the provisions of Section 10 relating to adjustments upon changes in stock, the Award Shares that may be issued pursuant to Stock Awards shall not exceed in the aggregate three million four hundred fifty thousand (3,450,000) shares of the Company’s Common Stock. Of such amount, three million four hundred fifty thousand (3,450,000) Award Shares may be issued pursuant to Incentive Stock Options. 2. In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect. IN WITNESS WHEREOF, the Company has executed this Third Amendment to 2021 Equity Incentive Plan of Simulations Plus, Inc. as of February 12, 2026: SIMULATIONS PLUS, INC. By: Name: Shawn O’Connor Its: Chief Executive Officer