VESEY MICHAEL 4

What Happened

• Michael Vesey, Chief Financial Officer of Forian Inc. (FORA), disposed of a total of 1,499,610 shares on May 15, 2026 in connection with a tender offer and completed merger. The company’s buyer paid $2.17 per share, implying gross proceeds of approximately $3,254,154.
• Transactions include a 139,610-share disposition labeled as "change of control" and multiple dispositions to the issuer (450,000 shares and four derivative/RSU-related dispositions of 175,000; 185,000; 200,000; and 350,000 shares). The derivative items represent unvested RSUs that were converted to a cash payout under the merger agreement.

Key Details

• Transaction date: May 15, 2026. Offer price paid to tendering shareholders: $2.17 per share (cash).
• Total shares disposed: 1,499,610; approximate gross cash received: $3,254,154.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes: (F1) Tender offer and Merger Agreement; (F2/F3) the RSU awards were unvested and cancelled/converted into a right to receive cash equal to shares × $2.17; (F4) certain options that were unvested or had exercise prices ≥ $2.17 were cancelled without consideration.
• Filing timeliness: Report covers the transactions dated May 15, 2026 and was filed with the Form 4 on the same date (no late-filing indication in the excerpt).

Context

• These dispositions were driven by a change-of-control transaction (tender offer and merger), not an open-market sale. Unvested restricted stock units were converted into cash at the merger price; some outstanding options were cancelled per the merger terms.
• For retail investors: merger-driven conversions and cancellations are routine in M&A and do not necessarily signal the officer’s independent view of the company’s prospects.