Performant Finl Corp SEC Filings

Performant Healthcare (PHLT) disclosed a director’s Form 4 reflecting transactions tied to its pending merger. On 10/21/2025, all outstanding common shares were canceled and converted into the right to receive $7.75 in cash per share immediately prior to the merger’s Effective Time, as outlined in the merger agreement with Continental Buyer, Inc.

The filing shows a disposition of 3,261,675 shares of common stock that were held indirectly through Mill Road Capital II, L.P., and a cancellation of 381,835 RSUs. Each RSU was canceled for a cash payment equal to the number of underlying shares multiplied by $7.75. The reporting person is a director and filed individually.

Performant Healthcare (PHLT) reported insider changes tied to its cash merger. Director William D. Hansen disclosed the disposition of Common Stock in connection with the merger in which each outstanding share was converted into the right to receive $7.75 in cash.

The filing shows 464,115 shares of Common Stock were disposed of and that beneficial ownership after the transaction is 0 shares. Additionally, 35,616 restricted stock units were canceled for a cash payment based on the same $7.75 per share consideration. The transaction date is 10/21/2025. Performant became a wholly owned subsidiary of Continental Buyer, Inc. following the merger of Prevail Merger Sub, Inc. with and into Performant.

Performant Healthcare (PHLT): Director Form 4 tied to merger cash-out. A company director reported a transaction dated 10/21/2025 in connection with the closing of the merger under the July 31, 2025 Merger Agreement. Immediately prior to the effective time, each share of Performant common stock was canceled and converted into the right to receive $7.75 in cash per share, without interest and subject to applicable withholding taxes.

The filing shows the reporting person’s common stock position moved to 0 shares beneficially owned following the transaction. The event reflects the share conversion mechanics at closing; the company became a wholly owned subsidiary of Continental Buyer, Inc.

Performant Healthcare (PHLT): CEO/Director Form 4 reflects merger-related conversions. On 10/21/2025, 619,309 shares of common stock were disposed and converted into the right to receive $7.75 in cash per share, consistent with the Merger Agreement with Continental Buyer, Inc. Following these transactions, the reporting person held 0 common shares.

All outstanding equity awards were settled in cash: time-based RSUs were canceled for a cash payment equal to shares underlying the award times $7.75, and performance-based RSUs were deemed vested at 100% of target and likewise canceled for cash at $7.75 per underlying share. The filing shows 0 derivative securities remaining after the transactions.

Performant Healthcare (PHLT) — Form 4 reports merger-related cash-out. A company director reported the disposition of Common Stock in connection with the closing mechanics of a previously announced merger. Each share of Common Stock was canceled and converted into the right to receive $7.75 in cash, effective immediately prior to the Effective Time.

The filing shows 417,220 shares of Common Stock disposed on 10/21/2025, with beneficial ownership of Common Stock reported as 0 afterward. It also reports 35,616 restricted stock units canceled for a cash payment equal to the number of underlying shares multiplied by $7.75, consistent with the merger consideration terms.

Performant Healthcare (PHLT) filed a Form 4 for its Chief Financial Officer reflecting transactions tied to the company’s merger closing mechanics. Immediately prior to the effective time, each outstanding share of common stock was canceled and converted into the right to receive $7.75 in cash per share, subject to withholding, as described in the merger agreement.

The filing also details treatment of equity awards at closing. Time-based RSUs were canceled for a cash payment equal to the underlying shares multiplied by $7.75. Performance-based RSUs were deemed earned at 100% of target, with remaining time-based conditions waived, and paid out in cash based on the underlying shares times $7.75. Stock options were canceled for a cash payment equal to the in-the-money amount, calculated as the excess of $7.75 over the per-share exercise price, multiplied by the number of option shares. These actions align with standard merger cash‑out procedures.

Performant Healthcare (PHLT) director Shantanu Agrawal reported merger-related dispositions on a Form 4. On 10/21/2025, 44,430 shares of common stock were canceled and converted to the right to receive $7.75 per share in cash, consistent with the completed merger terms.

In addition, time-based restricted stock units were canceled for cash: 35,616 RSUs and 25,251 RSUs, each paying cash equal to the underlying shares multiplied by $7.75. Following these transactions, the reporting person showed 0 shares and 0 derivative securities beneficially owned.

Performant Healthcare (PHLT) reported an insider transaction tied to its merger. Director Bradley M. Fluegel’s holdings were converted to cash at the closing, reflecting the merger consideration of $7.75 per share.

On 10/21/2025, the filing shows a disposition of 477,610 shares of common stock, leaving 0 shares beneficially owned directly afterward. In addition, 35,616 restricted stock units were canceled immediately prior to the effective time in exchange for a cash payment equal to the number of underlying shares multiplied by $7.75 per share, consistent with the merger terms. These changes result from the agreement under which Performant became a wholly owned subsidiary of Continental Buyer, Inc.