Forian (FORA) director Adler tenders 37,583 shares, options canceled in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Forian Inc. director Mark J. Adler reported disposing of his stake in connection with the company’s acquisition. On May 15, 2026, he tendered 37,583 shares of common stock into Parent’s tender offer at an offer price of $2.17 per share in cash.
At the merger’s Effective Time, his vested stock options were cancelled. Options with an exercise price below the $2.17 offer, including grants at $2.06 per share, were converted into a cash right per the merger formula, while higher‑priced or unvested options were cancelled without payment. Following these transactions, Adler holds no Forian common shares or options.
Positive
- None.
Negative
- None.
Insights
Director’s equity fully cashed out or cancelled in going-private deal.
Director Mark J. Adler tendered 37,583 common shares at an $2.17 offer price as part of a completed tender offer and merger that turned Forian Inc. into a wholly owned subsidiary of Parent. This is a standard outcome in a cash acquisition.
His stock options, with exercise prices ranging from $12.18 down to $2.06 per share, were cancelled at the merger’s Effective Time. Only options priced below the $2.17 Offer Price received cash based on the contract formula; the rest were cancelled without consideration.
Because total_shares_following_transaction and derivative holdings are both reported as zero as of May 15, 2026, Adler no longer has an equity position in Forian. This filing mainly documents the clean-up of insider holdings after the change of control, rather than a discretionary market trade.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
ADLER MARK J 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 | 37,583 | $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
Shares tendered: 37,583 shares
Tender offer price: $2.17 per share
Option grant size: 15,000 options
+4 more
7 metrics
Shares tendered
37,583 shares
Common stock disposed in tender offer on May 15, 2026
Tender offer price
$2.17 per share
Cash consideration for each common share tendered
Option grant size
15,000 options
Each of five stock option grants on common stock
Highest option strike
$12.18 per share
Exercise price of one canceled stock option grant
Lowest option strike
$2.06 per share
Exercise price of in-the-money option grant at merger
Post-transaction shares
0 shares
Total common shares held after May 15, 2026 transactions
Option expiration dates
2031–2035
Reported expirations for canceled option grants
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
"At the Effective Time, each stock option that was either (i) unvested or (ii)..."
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 Mark J. Adler report?
Mark J. Adler reported disposing of his entire Forian equity position. He tendered 37,583 common shares into a cash tender offer at $2.17 per share, and all his stock options were cancelled or cashed out according to the merger agreement’s terms.
How were Mark J. Adler’s Forian (FORA) stock options treated in the merger?
At the merger’s Effective Time, Adler’s stock options were cancelled. Vested options with exercise prices below the $2.17 offer were converted into a cash right per share, while unvested or higher-priced options were cancelled without any consideration.
What corporate event underlies this Forian (FORA) Form 4 filing?
The transactions stem from a merger where 2025 Acquisition Company, LLC acquired Forian Inc. via a tender offer and merger. Forian became a wholly owned subsidiary of the buyer, triggering the cash-out of common shares and cancellation or settlement of stock options.
How many Forian (FORA) stock option grants did Mark J. Adler dispose of?
Adler reported five separate stock option grants, each covering 15,000 shares of Forian common stock. These options had exercise prices between $12.18 and $2.06 per share and were cancelled at the merger’s Effective Time, with in-the-money grants settled in cash under the agreement.