BANWELL IAN 4

What Happened
Ian Banwell, a director of Forian Inc. (FORA), disposed of common stock and option-related holdings as part of the May 15, 2026 change-of-control transaction. He tendered 104,784 shares of common stock in the merger/tender offer at $2.17 per share, generating approximately $227,381.28 in cash proceeds. In addition, five derivative dispositions of 15,000 option-share equivalents each (totaling 75,000) were cancelled/converted to cash per the merger terms (Form 4 shows these as dispositions to the issuer).

Key Details

• Transaction date: May 15, 2026 (effective time of the tender offer / merger).
• Offer price paid to tendering shareholders: $2.17 per share.
• Common shares tendered: 104,784 shares — gross proceeds ≈ $227,381.28.
• Derivative dispositions: five entries of 15,000 each (total 75,000 option-share equivalents) were cancelled/converted under the merger agreement; cash paid for these equals number of underlying shares × (Offer Price − option exercise price), so the amount depends on each option’s exercise price (not disclosed in the Form 4).
• Footnote F2: Vested options with exercise price below $2.17 were cashed out for the spread; F3: unvested or higher‑strike options were cancelled with no consideration.
• Shares owned after the transactions: not disclosed in the provided filing.
• Filing timeliness: Form 4 was filed with a report date of 2026-05-15 (same day as the transactions), indicating a timely filing.

Context
These actions were driven by a change-of-control (merger/tender offer) and reflect contractually required settlements and cancellations of stock and options, not open-market trading. For options, the merger converted certain vested, in-the-money options into cash payments (difference between $2.17 and the option strike); other options were cancelled without payment. Such merger-driven dispositions are routine in deal closings and do not necessarily signal the insider’s market view beyond complying with the transaction terms.