SLP

• The Hart-Scott-Rodino waiting period for the pending acquisition of Simulations Plus by Altaris, LLC has expired, satisfying one regulatory condition for the merger.
• The transaction remains subject to shareholder approval and certain regulatory approvals in France.
• The closing is currently expected in the second half of calendar 2026, subject to remaining conditions.
• A press release announcing the HSR expiration was filed as Exhibit 99.1.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Gross profit was $15.1 million (69% margin) versus $13.0 million (64%) in the prior-year quarter; net income was $3.6 million ($0.18 diluted EPS) versus a net loss of $67.3 million ($3.35 loss per share).
• Adjusted EBITDA for Q3 was $7.9 million (36% of revenue), compared to $7.4 million (37%) a year ago; adjusted net income was $6.1 million ($0.30 adjusted diluted EPS) versus $9.0 million ($0.45).
• For the nine months ended May 31, 2026, total revenue rose 5% to $64.6 million, with net income of $8.8 million ($0.43 diluted EPS) versus a net loss of $64.0 million in the prior-year period.
• On June 15, 2026, the company entered into a definitive merger agreement to be acquired by affiliates of Altaris, LLC, with closing expected in the fourth quarter of calendar 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Each share of Simulations Plus common stock will be converted into the right to receive $18.50 in cash, without interest.
• The merger is subject to shareholder approval, regulatory approvals, and other customary closing conditions; it is not subject to a financing condition.
• The Woltosz Shareholders, owning approximately 16% of outstanding shares, have agreed to vote in favor of the merger.
• The merger agreement includes termination fees: $26 million payable by Parent in certain circumstances and $13 million payable by the Company in others.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Stockholders will receive $18.50 per share in cash, a 26% premium to the 60-day volume-weighted average price as of June 15, 2026.
• The transaction is valued at approximately $375 million and is expected to close in the fourth quarter of 2026, subject to stockholder and regulatory approvals.
• At closing, Simulations Plus is expected to be combined with Chemical Computing Group, an existing Altaris portfolio company.
• The merger agreement was unanimously approved by Simulations Plus's Board; cofounder Dr. Walter Woltosz agreed to vote his shares in favor.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Software revenue grew 9% to $14.6 million (60% of total revenue); services revenue grew 8% to $9.7 million (40% of total revenue).
• Gross profit was $16.1 million with gross margin of 66%, up from $13.1 million and 59% in the prior year quarter.
• Net income was $4.5 million and diluted EPS was $0.22, compared to $3.1 million and $0.15 in the prior year quarter.
• The company lowered its fiscal 2026 adjusted diluted EPS guidance to $0.75-$0.85 from $1.03-$1.10, citing an increased expected effective tax rate of 23-25%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• At the February 12, 2026 Annual Meeting, shareholders approved an amendment to the 2021 Equity Incentive Plan, increasing authorized shares from 2,500,000 to 3,450,000.
• Four directors were elected: Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia, and Sharlene Evans, each to serve until the next annual meeting.
• Shareholders ratified the appointment of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for fiscal year ending August 31, 2026.
• On a non-binding advisory vote, shareholders favored a 1-year frequency for future say-on-pay votes.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Software revenue fell 17% to $8.9 million, while services revenue rose 16% to $9.5 million.
• Gross profit was $10.9 million with a 59% gross margin, up from $10.2 million and 54% a year ago.
• Net income was $0.7 million, or $0.03 diluted EPS, compared to $0.2 million and $0.01 in the prior year.
• The company reaffirmed fiscal 2026 guidance of $79M-$82M revenue and adjusted diluted EPS of $1.03-$1.10.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• CEO O'Connor receives an annual base salary of $547,700, a target cash bonus of 75% of base salary, and a target stock option grant of 50,000 options under the 2021 Equity Incentive Plan.
• CFO Frederick receives a base salary of $359,100, target cash bonus of 35% of base, and 20,000 target options; CRO DiBella receives $359,100 base, 25% target cash bonus, and 15,000 target options.
• Fiedler-Kelly, Guffrey, Fohey, and Lukacova each receive base salaries of $334,700, $300,600, $283,100, and $318,700 respectively, with 25% target cash bonuses and 15,000 target options each.
• All agreements are effective December 2, 2025, and provide for twelve months' base salary and COBRA benefits upon termination without Cause, subject to signing a release.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits