Form 4: Simulations Plus Insiders Sell Shares Under 10b5-1 Plan

Simulations Plus, Inc. insiders Walter S. Woltosz and Virginia E. Woltosz have reported transactions involving the sale of common stock under a pre-arranged trading plan.

Summary

• Walter S. Woltosz, a Director and 10% Owner of Simulations Plus, Inc. (SLP), reported the sale of 4,177 shares of common stock on July 1, 2026.
• These sales were executed automatically under a Rule 10b5-1 trading plan, designed to comply with affirmative defense conditions.
• The shares were sold in multiple transactions at prices ranging from $18.36 to $18.49 per share.
• Following these transactions, Walter S. Woltosz beneficially owns 3,202,131 shares of common stock directly.
• Virginia E. Woltosz, also a Director and 10% Owner, was involved in these transactions under the same Rule 10b5-1 plan.
• A revision was made to correct the inadvertent inclusion of 46,492 shares from previously reported holdings.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to insider selling, although the use of a Rule 10b5-1 plan mitigates some of the negative implications.

Positives

• The transactions were conducted under a Rule 10b5-1 plan, indicating pre-planned and potentially less market-impactful sales.
• The reporting persons are providing full information upon request regarding the number of shares sold at each separate price within the specified ranges.

Negatives

• Insiders, including a Director and 10% owner, have sold a portion of their holdings.
• The sales represent a reduction in direct beneficial ownership by key individuals.

Risks

• Potential for negative market perception due to insider selling, even if executed under a pre-arranged plan.
• The specific prices within the range ($18.36 to $18.49) could indicate a slight downward pressure on the stock if sales were concentrated at the lower end.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which solely reports on past transactions.

Management Comments

• The sales reported in this Form 4 were effected automatically pursuant to a Rule 10b5-1 plan adopted by the reporting persons.
• These shares were sold in multiple transactions at prices falling within those ranges set forth in footnotes (3) of this Form 4.
• The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the relevant footnotes.
• The number of shares reflects a revision to correct the inadvertent inclusion of 46,492 shares of the issuer's common stock from previously reported holdings of the reporting persons.

Industry Context

StockSavvy.ai notes that insider selling, particularly under Rule 10b5-1 plans, is a common occurrence in the software and life sciences industries. While it can sometimes signal a lack of confidence, these plans are often used for diversification or liquidity needs and are designed to avoid accusations of insider trading. The key is to monitor the volume and frequency of such sales in conjunction with other company performance indicators.

Stakeholder Impact

• Shareholders: May perceive insider selling as a negative signal, potentially impacting stock price in the short term, despite the Rule 10b5-1 plan.
• Management: Demonstrates adherence to regulatory requirements for reporting ownership changes.
• Employees: May be influenced by insider trading perceptions, though the Rule 10b5-1 plan aims to reduce this.

Next Steps

• Monitor future SEC filings for any additional transactions by insiders.
• Observe the company's stock performance and operational updates to contextualize these sales.

Key Dates

Recommendation

This Form 4 filing reports routine insider sales executed under a pre-established Rule 10b5-1 plan. While insider selling can be a concern, the structured nature of these transactions suggests they are not necessarily indicative of a negative outlook on the company's future performance. A 'hold' recommendation is appropriate pending further operational or financial disclosures from Simulations Plus, Inc.

Keywords

Simulations Plus, SLP, Form 4, Insider Trading, Rule 10b5-1, Stock Sale, Beneficial Ownership, Walter S. Woltosz, Virginia E. Woltosz, SEC Filing