Forian (FORA) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 8, 2026, to vote on redomiciling from Delaware to Maryland and to approve potential adjournments if more proxy votes are needed.

• The redomiciliation is intended to facilitate consideration of a take-private offer and other strategic alternatives, removing Delaware's Section 203 anti-takeover restrictions.

• The Board, following a Special Committee's recommendation, unanimously supports the redomiciliation and adjournment proposals.

• The Consortium, holding 66.5% of shares, has indicated support, ensuring passage of both proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to redomicile to Maryland via statutory conversion.

• Proposal 2 allows adjournment of the meeting to solicit more proxies if needed for Proposal 1.

• The Board recommends voting FOR both proposals.

• No other business is expected at the meeting.

• Shareholder proposals for the 2026 annual meeting must be submitted between December 30, 2025, and January 29, 2026.

Board of directors and corporate governance

• The Special Committee, composed of independent directors, led the evaluation of the redomiciliation and strategic alternatives.

• The Board will remain classified, with staggered three-year terms, and the number of directors can be up to 15.

• Maryland articles and bylaws closely mirror Delaware's, with some differences in director removal and shareholder rights.

• The Special Committee retains authority through the completion of any potential transaction.