Hajj Jennifer 4
4 · Forian Inc. · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Forian (FORA) Director Jennifer Hajj Sells 85,000 Shares in Merger
What Happened
Jennifer Hajj, a director of Forian Inc. (FORA), disposed of a total of 85,000 economic interests on May 15, 2026 in connection with the company’s merger/tender offer. The filing shows two 5,000-share dispositions (change of control) and five 15,000-share dispositions to the issuer (derivative); the Form 4 lists N/A for per-share amounts but the merger agreement set an offer price of $2.17 per share, implying total cash consideration of roughly $184,450. Several transactions are derivative in nature—these reflect option cancellations/conversions under the merger terms rather than open-market sales.
Key Details
- Transaction date: May 15, 2026 (Effective date of the tender offer and Merger).
- Price: Form 4 lists N/A, but the Merger Agreement set an Offer Price of $2.17 per share (cash).
- Shares disposed: 85,000 total (10,000 common-share dispositions; 75,000 derivative dispositions).
- Consideration: Approximately $184,450 based on $2.17 per share (per footnote).
- Shares owned after transaction: Not specified in the filing.
- Footnotes: F1–F3 explain a tender offer and merger—vested in-the-money options were cashed out per F2; unvested or out-of-the-money options were cancelled without consideration per F3.
- Timeliness: Filed on May 15, 2026 (same date as the transactions); no late filing indicated.
Context
- The dispositions were merger-related (tender offer and post-closing option cancellations/conversions), not open-market sales. For derivative items, the filing reflects the contractual cash-out treatment under the Merger Agreement: vested options with exercise prices below the offer price were converted into cash equal to (Offer Price – exercise price) × shares; other options were cancelled for no consideration.
- These actions are routine outcomes of deal terms and do not, by themselves, indicate ongoing insider sentiment about the company’s future operating performance.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1]2026-05-15−5,000→ 0 total - Disposition from Tender
Common Stock
[F1]2026-05-15−5,000→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (right to buy)
[F2][F3]2026-05-15−15,000→ 0 totalExercise: $2.06Exp: 2035-03-26→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15−15,000→ 0 totalExercise: $3.20Exp: 2034-03-27→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15−15,000→ 0 totalExercise: $3.14Exp: 2033-03-23→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15−15,000→ 0 totalExercise: $6.81Exp: 2032-03-17→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15−15,000→ 0 totalExercise: $12.18Exp: 2031-03-05→ Common Stock (15,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.