Forian (FORA) director tenders shares, options resolved in $2.17 cash deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Forian Inc. director Ian Banwell reported disposing of his holdings in connection with the company’s cash merger. On May 15, 2026, common shares, including 99,784 shares held indirectly by his spouse and 5,000 shares held directly, were tendered in a completed tender offer at $2.17 per share in cash. The filing also shows several stock option awards, each covering 15,000 shares of common stock, were disposed of back to the issuer pursuant to the merger agreement. Under the merger terms, vested options with an exercise price below the Offer Price became entitled to a cash payment, while unvested options or those with an exercise price equal to or above $2.17 were cancelled without consideration. Following these transactions, the report shows Banwell with zero common shares and no remaining listed stock options.
Positive
- None.
Negative
- None.
Insights
Tender offer and merger lead to a full clean-up of this director’s equity.
The filing shows Ian Banwell, a director of Forian Inc., exiting his equity position via a completed cash tender offer at $2.17 per share. Common stock held directly and indirectly was tendered, and multiple director stock option grants were cancelled or cashed out under the merger terms.
The transactions are coded as tender-offer dispositions and dispositions to the issuer, not open-market trades, so they reflect the mechanics of a change-of-control deal rather than discretionary buying or selling. With total shares and listed options reduced to zero, the filing indicates his previously granted equity is fully resolved under the merger agreement.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
BANWELL IAN
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | -- |
| U | Common Stock | 5,000 | $0.00 | -- |
| U | Common Stock | 99,784 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By Spouse)
Footnotes (1)
- Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 2, 2026, by and between Forian Inc., a Maryland corporation (the "Issuer"), 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"), on May 15, 2026, Parent and Merger Sub completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders received $2.17 per Share (the "Offer Price"), payable in cash, without interest and subject to any applicable withholding taxes. On May 15, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged 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 (the "Effective Time"), each vested stock option that had an exercise price per Share that was less than the Offer Price and that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding taxes), equal to the product of: (i) the total number of Shares subject to such option, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such option. At the Effective Time, each stock option that was either (i) unvested or (ii) that had a per share exercise price per Share that was equal to or more than the Offer Price that was then outstanding and unexercised as of immediately prior to the Effective Time was cancelled without any consideration payable therefor.
Key Figures
Offer Price: $2.17 per share
Indirect shares tendered: 99,784 shares
Direct shares tendered: 5,000 shares
+4 more
7 metrics
Offer Price
$2.17 per share
Cash consideration for each Forian common share in tender offer
Indirect shares tendered
99,784 shares
Common stock held by spouse disposed of via tender offer
Direct shares tendered
5,000 shares
Common stock held directly disposed of via tender offer
Option grant size
15,000 shares
Each stock option award’s underlying common shares
Option strike price
$12.18 per share
Exercise price for one disposed stock option grant
Option strike price
$6.81 per share
Exercise price for one disposed stock option grant
Option strike price
$2.06 per share
Exercise price for one disposed stock option grant
Key Terms
tender offer, Agreement and Plan of Merger, Offer Price, Effective Time, +1 more
5 terms
tender offer financial
"Parent and Merger Sub completed a tender offer for the shares of the Issuer's common stock"
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.
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 2, 2026"
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.
Offer Price financial
"In exchange for each Share, tendering shareholders received $2.17 per Share (the "Offer Price")"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each vested stock option"
stock option financial
"each vested stock option that had an exercise price per Share that was less than the Offer Price"
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
What insider transaction did Forian (FORA) director Ian Banwell report?
Ian Banwell reported disposing of all his Forian equity on May 15, 2026. Common shares held directly and by his spouse were tendered into a completed offer, and multiple stock option awards were cancelled or settled under the merger agreement.
What happened to Ian Banwell’s Forian stock options in the merger?
Several stock option grants, each covering 15,000 Forian common shares, were disposed of back to the issuer. Under the merger terms, vested options with exercise prices below $2.17 became entitled to cash, while unvested or higher-priced options were cancelled without payment.
What corporate event triggered the Forian (FORA) insider tender-offer disposition?
The dispositions resulted from a merger under an Agreement and Plan of Merger dated April 2, 2026. A tender offer by 2025 Acquisition Company, LLC and Bravo Merger Sub, Inc. closed on May 15, 2026, followed by a merger making Forian a wholly owned subsidiary.