Forian director’s shares and options canceled in merger
Forian Inc. director Shahir Kassam-Adams reported disposing of his remaining equity interests in connection with the company’s merger.
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Form Type
4
Rhea-AI Filing Summary
Forian Inc. director Shahir Kassam-Adams reported disposing of his remaining equity interests in connection with the company’s merger. On May 15, 2026, a tender offer by 2025 Acquisition Company, LLC and a subsequent merger closed, leaving Forian as a wholly owned subsidiary of Parent.
The filing shows the return of 5,000 shares of common stock held directly, 171,184 shares held indirectly through 360 Ventures, LLC, and 75,000 stock options with various exercise prices. At the effective time of the merger, these shares and options were canceled, leaving Kassam-Adams with no reported Forian holdings.
Insider Trade Summary
Disposition: 251,184 shares
Disposition
7 txns
Insider
Kassam-Adams Shahir
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 171,184 | $0.00 | $0.00 |
| Disposition | Common Stock | 5,000 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Indirect, By 360 Ventures, LLC);
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. On April 2, 2026, Forian Inc., a Maryland corporation (the "Issuer"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with 2025 Acquisition Company, LLC, a Delaware limited liability company ("Parent"), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub"). Concurrently with the execution of the Merger Agreement, the Reporting Person and other members of a consortium entered into that certain Amendment to the Consortium Agreement, dated as of August 25, 2025, pursuant to which, among other things, the Reporting Person contributed all shares of the Issuer's common stock (the "Shares") held by the Reporting Person to Parent.
- F2. On May 15, 2026, pursuant to the terms of the Merger Agreement, Parent and Merger Sub completed a tender offer for the Shares, followed by the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each Share held by Parent and each stock option held by the Reporting Person as of immediately prior to the Effective Time were cancelled without any consideration payable therefor.
Key Figures
Direct common shares disposed: 5,000 shares
Indirect common shares disposed: 171,184 shares
Total options canceled: 75,000 options
+4 more
7 metrics
Direct common shares disposed
5,000 shares
Common Stock disposed on May 15, 2026
Indirect common shares disposed
171,184 shares
Common Stock held by 360 Ventures, LLC disposed on May 15, 2026
Total options canceled
75,000 options
Stock options canceled at merger effective time
Highest option exercise price
$12.18 per share
Stock option conversion/exercise price
Lowest option exercise price
$2.06 per share
Stock option conversion/exercise price
Derivative transactions
5 transactions
Derivative-type dispositions on May 15, 2026
Non-derivative dispositions
2 transactions
Common Stock dispositions on May 15, 2026
Key Terms
Agreement and Plan of Merger, tender offer, Merger Sub, wholly owned subsidiary, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with 2025 Acquisition Company, LLC"
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.
tender offer financial
"Parent and Merger Sub completed a tender offer for the Shares, followed by the merger"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Merger Sub regulatory
"Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub")"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
wholly owned subsidiary financial
"with the Issuer surviving the Merger as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
stock option financial
"each stock option held by the Reporting Person as of immediately prior to the Effective Time were cancelled"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Forian (FORA) disclose for Shahir Kassam-Adams?
Forian disclosed that director Shahir Kassam-Adams disposed of all reported equity interests. He returned common shares and stock options to the issuer in connection with a completed tender offer and merger that converted Forian into a wholly owned subsidiary of 2025 Acquisition Company, LLC.
What happened to Shahir Kassam-Adams’ Forian (FORA) stock options?
The filing shows 75,000 stock options on Forian common stock were disposed of and canceled. These consisted of five separate 15,000-option grants with exercise prices from $2.06 to $12.18, each terminated at the effective time of the merger under the Merger Agreement terms.
How is 360 Ventures, LLC involved in this Forian (FORA) Form 4?
360 Ventures, LLC held 171,184 Forian common shares indirectly attributable to Kassam-Adams. These indirect holdings were also disposed of as part of the merger close and were canceled at the effective time, aligning with the broader transaction that took Forian private under Parent ownership.
What corporate transaction triggered these Forian (FORA) insider dispositions?
An Agreement and Plan of Merger among Forian, 2025 Acquisition Company, LLC, and Bravo Merger Sub, Inc. triggered the dispositions. A tender offer for Forian shares closed on May 15, 2026, followed by a merger that made Forian a wholly owned subsidiary and canceled Parent-held shares and options.
Did Shahir Kassam-Adams receive consideration for the canceled Forian (FORA) securities?
The filing states that at the merger’s effective time, each share held by Parent and each stock option held by Kassam-Adams was canceled without any consideration payable. This applied to the reported stock options and Parent-held shares referenced in the merger-related footnote language.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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