Forian (FORA) director exits stake in $2.17-per-share cash tender

Rhea-AI Filing Summary

Forian Inc. director Jennifer Hajj reported the disposal of common stock and stock options in connection with a cash tender offer and merger. She reported 5,000 shares of common stock held indirectly by her spouse and 5,000 shares held directly, all disposed of pursuant to a tender offer.

Footnotes state that shareholders received $2.17 per share in cash in the offer, after which a merger made Forian a wholly owned subsidiary of the acquiring parent. At the merger’s effective time, vested stock options with an exercise price below the $2.17 offer price were cancelled in exchange for cash based on the spread, while unvested or higher-priced options were cancelled without payment.

Hajj also reported disposition to the issuer of multiple stock option awards, each covering 15,000 shares of common stock, with exercise prices ranging from $12.18 to $2.06 per share. Following these transactions, the filing shows zero shares and zero options remaining under the reported entries.

Insights

Equity compensation and M&A specialist

Director’s equity is cashed out or cancelled as part of a change-of-control deal.

This Form 4 reflects mechanical outcomes of Forian’s cash tender offer and subsequent merger, not open-market trading. Common shares held directly and via spouse were tendered, with cash paid at $2.17 per share to participating holders under the merger agreement.

Stock options were treated according to standard change-of-control terms: vested awards below the offer price convert into cash based on the spread, while unvested or higher-priced options are cancelled without payment. With total_shares_following_transaction at zero for all reported lines and no remaining derivative positions shown, the director’s visible equity stake in Forian is effectively eliminated in this filing.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Hajj Jennifer

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	5,000	$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)

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

Indirect common shares disposed: 5,000 shares Direct common shares disposed: 5,000 shares Offer Price: $2.17 per share +5 more

8 metrics

Indirect common shares disposed 5,000 shares Common Stock, held indirectly by spouse, tender-offer disposition

Direct common shares disposed 5,000 shares Common Stock, direct holding, tender-offer disposition

Offer Price $2.17 per share Cash consideration per Share in tender offer

Option block 1 size 15,000 options Stock Option, $12.18 exercise price, disposition to issuer

Option block 2 size 15,000 options Stock Option, $6.81 exercise price, disposition to issuer

Option block 3 size 15,000 options Stock Option, $3.14 exercise price, disposition to issuer

Option block 4 size 15,000 options Stock Option, $3.20 exercise price, disposition to issuer

Option block 5 size 15,000 options Stock Option, $2.06 exercise price, disposition to issuer

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 financial

"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 financial

"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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hajj Jennifer

(Last) (First) (Middle)

C/O FORIAN INC.

41 UNIVERSITY DRIVE, SUITE 400

(Street)

NEWTOWN PENNSYLVANIA 18940

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Forian Inc. [ FORA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		U		5,000	D	(1)	0	D
Common Stock	05/15/2026		U		5,000	D	(1)	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$2.06	05/15/2026		D			15,000	(2)(3)	03/26/2035	Common Stock	15,000	(2)(3)	0	D
Stock Option (right to buy)	$3.2	05/15/2026		D			15,000	(3)	03/27/2034	Common Stock	15,000	(3)	0	D
Stock Option (right to buy)	$3.14	05/15/2026		D			15,000	(3)	03/23/2033	Common Stock	15,000	(3)	0	D
Stock Option (right to buy)	$6.81	05/15/2026		D			15,000	(3)	03/17/2032	Common Stock	15,000	(3)	0	D
Stock Option (right to buy)	$12.18	05/15/2026		D			15,000	(3)	03/05/2031	Common Stock	15,000	(3)	0	D

Explanation of Responses:

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.

2. 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.

3. 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.

	/s/ Max C. Wygod, Attorney-in-Fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Forian (FORA) director Jennifer Hajj report in this Form 4?

She reported disposing of common stock and stock options as part of a completed cash tender offer and merger, with all reported direct and indirect share and option positions reduced to zero in this filing’s tables.

How many Forian (FORA) common shares were tendered in this insider filing?

The filing shows 5,000 common shares held indirectly by her spouse and 5,000 common shares held directly, all treated as dispositions pursuant to a tender offer described in the merger footnotes.

What cash consideration per share did Forian (FORA) shareholders receive in the tender offer?

Footnotes state that tendering shareholders received cash of $2.17 per share, without interest and subject to applicable withholding taxes, in exchange for each share of Forian common stock they tendered in the completed offer.

How were Forian (FORA) stock options held by the director treated in the merger?

According to the footnotes, vested options with exercise prices below the $2.17 offer price were cancelled and converted into cash based on the price spread, while unvested or higher-priced options were cancelled with no consideration payable.

Does the Form 4 show any remaining Forian (FORA) equity holdings for the director?

The reported lines show total shares following each transaction as zero for both common stock and stock options, and the derivative position summary is empty, indicating no remaining holdings under the positions disclosed here.

Was this a market sale of Forian (FORA) shares by the director?

No. The transactions are coded as dispositions pursuant to a tender offer and to the issuer, occurring under a merger agreement, rather than discretionary open-market sales initiated independently by the director.