Forian (FORA) director tenders 28,757 shares in $2.17 cash deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Forian Inc. director Kristiina Vuori reported disposing of her equity in connection with the company’s cash tender offer and merger. She tendered 28,757 shares of common stock, which, under the merger terms, entitled shareholders to receive $2.17 per share in cash. Multiple stock option grants covering 15,000 shares each, with exercise prices between $2.06 and $12.18, were also disposed of or cancelled pursuant to the merger agreement. Following these transactions, the filing shows she holds zero shares and zero stock options directly.
Positive
- None.
Negative
- None.
Insights
Director’s stake is fully cashed out or cancelled in a merger-driven tender offer.
The filing shows Kristiina Vuori, a director of Forian Inc., participating in a completed cash tender offer at an $2.17 per-share price. Her 28,757 common shares were tendered, and several stock option awards were disposed of to the issuer under the merger agreement.
Footnotes describe an Agreement and Plan of Merger under which a parent entity completed the tender offer and then merged a subsidiary into Forian, making Forian a wholly owned subsidiary. Vested, in-the-money options converted into cash based on the spread over the offer price, while other options were cancelled.
After these actions, the filing reports zero common shares and no remaining options for Vuori. This looks like a routine clean-up of equity positions upon completion of a change-of-control transaction, rather than a discretionary open-market trade, so the informational signal for ongoing public shareholders is limited.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Vuori Kristiina MD
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 | 28,757 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
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
Common shares tendered: 28,757 shares
Tender offer price: $2.17 per share
Option grant size: 15,000 shares each
+3 more
6 metrics
Common shares tendered
28,757 shares
Common Stock disposed in tender-offer transaction
Tender offer price
$2.17 per share
Cash consideration per common share in completed tender offer
Option grant size
15,000 shares each
Underlying common shares per stock option award disposed
Lowest option exercise price
$2.06 per share
Conversion or exercise price on one disposed stock option grant
Highest option exercise price
$12.18 per share
Conversion or exercise price on another disposed stock option grant
Post-transaction holdings
0 shares, 0 options
Total direct holdings after tender and option dispositions
Key Terms
Agreement and Plan of Merger, tender offer, Offer Price, Effective Time, +1 more
5 terms
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.
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.
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 did Forian (FORA) director Kristiina Vuori report in this Form 4?
She reported disposing of her Forian equity in connection with a merger-related tender offer. 28,757 common shares were tendered for cash, and multiple stock option awards were cancelled or cashed out under the merger agreement’s defined terms.
What happened to Kristiina Vuori’s Forian stock options in the merger?
Several stock option grants covering 15,000 shares each, with exercise prices from $2.06 to $12.18, were disposed of to the issuer. Under the merger terms, vested in-the-money options were cashed out and other options were cancelled without additional consideration.
What merger terms are relevant to this Forian (FORA) director Form 4 filing?
An Agreement and Plan of Merger led to a tender offer at $2.17 per share and a subsequent merger. At the effective time, eligible vested options were converted into cash based on the offer price, while unvested or out-of-the-money options were cancelled.