Forian Inc.·4

May 15, 5:24 PM ET

Dublin Adam H 4

4 · Forian Inc. · Filed May 15, 2026

Research Summary

AI-generated summary of this filing

Updated

Forian (FORA) Chief Strategy Officer Adam Dublin Sells 4.54M Shares

What Happened

  • Adam H. Dublin, Chief Strategy Officer and Director of Forian Inc. (FORA), recorded dispositions of a total of 4,537,059 shares on May 15, 2026 in connection with Forian’s completed tender offer and merger. The filing shows three dispositions to the issuer (2,455,533; 250,000; and 1,831,526 shares). Common shares held by Parent were cancelled without consideration; unvested restricted stock units (RSUs) were cancelled and converted into a cash right at $2.17 per share as described in the filing. Transaction reporting lists price/proceeds for the cancelled shares as N/A.

Key Details

  • Transaction date: May 15, 2026 (Effective Time of the merger/tender offer).
  • Aggregate shares disposed/cancelled: 4,537,059 (2,455,533 + 250,000 + 1,831,526).
  • Price/proceeds: Common shares held by Parent were cancelled without consideration (N/A); unvested RSUs were converted into a cash payment equal to $2.17 per share (per-footnote).
  • Shares owned after transaction: Reporting indicates the reporting person contributed shares to Parent and those shares were cancelled at the Effective Time (effectively no remaining common shares reported).
  • Notable footnotes: (F1) Reporting person contributed all their common shares to Parent under a consortium amendment; (F2) Parent completed a tender offer and merged Merger Sub into Forian, cancelling Parent-held shares; (F3/F4) unvested RSUs were converted to cash at $2.17/share; (F5) some shares were held in a trust for the reporting person’s children (spouse is co‑trustee).
  • Filing timeliness: Report filed May 15, 2026 (same date as the transaction) — appears timely.

Context

  • These dispositions resulted from a corporate transaction (tender offer and merger) and are not open‑market sales. The cancellation of shares held by Parent (no consideration) and the cash-out of unvested RSUs at a fixed price are standard merger mechanics and should not be read as a conventional insider sell/buy signal.

Insider Transaction Report

Form 4Exit
Period: 2026-05-15
Dublin Adam H
DirectorChief Strategy Officer
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-05-152,455,5330 total
  • Disposition to Issuer

    Common Stock

    [F3][F4]
    2026-05-15250,0000 total
  • Disposition to Issuer

    Common Stock

    [F1][F2][F5]
    2026-05-151,831,5260 total(indirect: By Trust)
Footnotes (5)
  • [F1]On April 2, 2026, Forian Inc., a Maryland corporation (the "Issuer"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with 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"). Concurrently with the execution of the Merger Agreement, the Reporting Person and other members of a consortium entered into that certain Amendment to the Consortium Agreement, dated as of August 25, 2025, pursuant to which, among other things, the Reporting Person contributed all shares of the Issuer's common stock (the "Shares") held by the Reporting Person to Parent.
  • [F2]On May 15, 2026, pursuant to the terms of the Merger Agreement, Parent and Merger Sub completed a tender offer for the Shares, followed by the merger of Merger Sub 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 Share held by Parent as of immediately prior to the Effective Time was cancelled without any consideration payable therefor.
  • [F3]Represents unvested restricted stock units ("RSU").
  • [F4]At 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) $2.17.
  • [F5]These shares were held in a trust for the benefit of the reporting person's children. The reporting person's spouse is co-trustee of the trust.
Signature
/s/ Max C. Wygod, Attorney-in-Fact|2026-05-15

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4