CFO of Forian (FORA) cashes out in $2.17-per-share tender offer merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Forian Inc.'s Chief Financial Officer, Michael Vesey, has fully exited his equity position as part of the company’s cash acquisition. On May 15, 2026, he disposed of 139,610 shares of common stock in the tender offer at a cash price of $2.17 per share, and a further 450,000 common shares were disposed to the issuer, leaving him with no common stock reported.
All reported stock options were also disposed to the issuer, including 350,000 options at $10.62, 200,000 options at $2.98, 185,000 options at $3.79, and 175,000 options at $2.67 per share, each with future expiration dates. Footnotes explain that, under the merger agreement, the tender offer at $2.17 per share was followed by a merger in which unvested RSUs were cashed out and certain underwater or unvested options were canceled in connection with Forian becoming a wholly owned subsidiary of the buyer.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
VESEY MICHAEL
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 175,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 185,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 200,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 350,000 | $0.00 | -- |
| U | Common Stock | 139,610 | $0.00 | -- |
| Disposition | Common Stock | 450,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 450,000 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. Represents unvested restricted stock units ("RSUs"). 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 unvested RSU or portion thereof that was outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such unvested RSU immediately prior to the Effective Time multiplied by (ii) the Offer Price. 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
Tendered shares: 139,610 shares
Offer price: $2.17 per share
Issuer-disposed common shares: 450,000 shares
+4 more
7 metrics
Tendered shares
139,610 shares
Common stock tendered at $2.17 per share on May 15, 2026
Offer price
$2.17 per share
Cash consideration for each Forian common share in tender offer
Issuer-disposed common shares
450,000 shares
Common stock disposition to issuer, post-transaction holdings 0 shares
Options at $10.62
350,000 options
Stock options with $10.62 exercise price, expiring September 2, 2031, disposed
Options at $2.98
200,000 options
Stock options with $2.98 exercise price, expiring May 11, 2032, disposed
Options at $3.79
185,000 options
Stock options with $3.79 exercise price, expiring February 13, 2033, disposed
Options at $2.67
175,000 options
Stock options with $2.67 exercise price, expiring January 12, 2034, disposed
Key Terms
Agreement and Plan of Merger, tender offer, Offer Price, restricted stock units ("RSUs"), +2 more
6 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"), payable in cash..."
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.
restricted stock units ("RSUs") financial
"Represents unvested restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each unvested RSU..."
wholly owned subsidiary financial
"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.
FAQ
What insider activity did Forian (FORA) report for CFO Michael Vesey?
Forian reported that CFO Michael Vesey disposed of his equity holdings in connection with a merger. He tendered 139,610 common shares into a $2.17-per-share cash offer and disposed of additional common shares and all reported stock options back to the issuer.
What happened to Michael Vesey’s Forian (FORA) stock options in the merger?
All reported Forian stock options held by Michael Vesey were disposed to the issuer. These included 350,000 options at $10.62, 200,000 at $2.98, 185,000 at $3.79, and 175,000 at $2.67 per share, each with future expiration dates, canceled under merger terms.
Did Forian (FORA) unvested RSUs receive cash in the transaction?
Yes. Footnotes state each unvested restricted stock unit was converted into a cash right. At the merger’s effective time, cash equal to the number of RSU shares multiplied by the $2.17 offer price became payable instead of receiving Forian common stock.
What does the merger mean for Forian (FORA) as a company?
The merger left Forian as a wholly owned subsidiary of 2025 Acquisition Company, LLC. A tender offer at $2.17 per share was completed first, followed by a merger in which the surviving company became privately held under the acquiring parent entity.
Does the CFO still hold Forian (FORA) common stock after these transactions?
No. The Form 4 shows zero Forian common shares owned directly by Michael Vesey after the transactions. Shares were disposed through the tender offer and issuer-related dispositions in connection with the completion of the cash acquisition and subsequent merger.