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 related proposals.

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

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.

• Shareholders can vote online, by phone, mail, or during the virtual 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 Board is classified into three classes with staggered three-year terms.

• The Maryland Charter will allow up to 15 directors, with vacancies filled by the Board.

• Directors can be removed only for cause by a majority vote.

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