ADLER MARK J MD 4

What Happened
Mark J. Adler, a director of Forian Inc. (FORA), disposed of 37,583 common shares as part of a $2.17-per-share tender offer tied to Forian’s May 15, 2026 merger. In addition, five derivative dispositions affecting 75,000 option shares were reported — these represent outstanding stock options that were either converted into cash or cancelled in connection with the merger. The 37,583 tendered shares generated about $81,555 in cash (37,583 × $2.17). The cash value received for the option-related items depends on each option’s exercise price and is not specified in the filing.

Key Details

• Transaction date: May 15, 2026 (effective date of the tender offer and merger).
• Tender offer price: $2.17 per share in cash (no interest, subject to withholding).
• Shares tendered (sold): 37,583 common shares — ~$81,555 realized.
• Derivative/option items: five entries totaling 75,000 underlying shares were cancelled/converted per merger terms; some vested options with exercise price below $2.17 were cashed out for the spread, others were cancelled with no consideration.
• Shares owned after transaction: not specified in the Form 4.
• Filing timeliness: the filing does not indicate a late reporting flag.

Context

• These transactions arose from an Agreement and Plan of Merger (April 2, 2026) and related tender offer and merger, not from an open-market sale. Under the merger terms, vested options with exercise prices below $2.17 were converted into a cash payment equal to (Offer Price − exercise price) × number of option shares; unvested options or options with exercise prices ≥ $2.17 were cancelled without payment. Such merger-driven dispositions reflect deal terms rather than routine trading sentiment.