Every 8-K that Performant Healthcare, Inc. (PHLT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PHLT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PHLT filings page.
Performant Healthcare (PHLT) completed its sale to Continental Buyer, Inc. on October 21, 2025. At the merger’s effective time, each outstanding share was converted into the right to receive $7.75 in cash, and the company became a wholly owned subsidiary of the buyer.
All stock-based awards were cashed out based on the $7.75 price: options received the intrinsic value, time-based RSUs were paid in cash, and PRSUs vested at 100% of target and were paid in cash. The company terminated its credit agreement, paid in full all amounts due, and released related liens and guarantees. Trading was halted, the company requested Nasdaq to file Form 25 to delist, and it intends to file Form 15 to suspend Exchange Act reporting. The board resigned at closing, buyer designees became directors, and the certificate of incorporation and by-laws were amended and restated.
Performant Healthcare (PHLT) reported that stockholders approved the Agreement and Plan of Merger at a special meeting held on October 17, 2025. The Merger Proposal passed with 56,441,561 votes for, 4,646 against, and 161,806 abstentions. If completed, the Company will become a wholly owned subsidiary of Continental Buyer, Inc., with Prevail Merger Sub, Inc. merging into the Company.
A quorum was present with 56,608,013 shares represented, or 70.37% of the 80,440,418 shares outstanding as of the September 8, 2025 record date. Stockholders also approved, on a non-binding basis, the compensation proposal (33,172,875 for; 22,740,424 against; 694,714 abstain) and approved the adjournment proposal (55,438,023 for; 541,702 against; 628,288 abstain). The Company noted that completion of the merger remains subject to conditions, including regulatory approvals.
Performant Healthcare (PHLT) signed a definitive Agreement and Plan of Merger on 31 Jul 2025 with Continental Buyer, Inc. (Machinify, backed by New Mountain Capital). Prevail Merger Sub will be merged into the Company, which will survive as a wholly-owned subsidiary.
At closing, each outstanding share converts into $7.75 cash; all options, RSUs and PRSUs convert to cash at the same price (PRSUs vest at 100% of target). Closing requires majority shareholder approval, antitrust clearance and no Company Material Adverse Effect. The outside date is 31 Jan 2026 and may be extended three months.
If the deal is terminated under specified circumstances, Performant must pay a $19.98 m break-up fee or reimburse up to $3 m of Parent expenses. Parent has secured debt financing and the Company must provide customary cooperation. A no-shop applies, but the Board retains a fiduciary-out for a superior proposal. The Board also approved success bonuses payable on change-of-control: CEO Simeon Kohl (up to $850 k) and CFO Rohit Ramchandani (up to $551.25 k).
On June 18, 2025, Performant Healthcare, Inc. (Nasdaq: PHLT) held its 2025 Annual Meeting of Stockholders with an 86.58% quorum (67,801,465 shares present or represented). The meeting covered two routine governance items:
- Election of three Class I directors—James LaCamp, Shantanu Agrawal, and Simeon M. Kohl—each received at least 93.7% of votes cast for, ensuring board continuity through the 2028 Annual Meeting.
- Ratification of independent auditor—Baker Tilly US, LLP was confirmed for the fiscal year ending December 31, 2025 with 99.96% shareholder support (65,621,257 for; 13,650 against; 2,166,558 abstain).
No other business, financial results, or strategic actions were disclosed. The filing is limited to Item 5.07 voting results and does not signal any material operational or financial change.