PHLT director logs 417,220 share disposal at $7.75 in merger

Performant Healthcare (PHLT) — Form 4 reports merger-related cash-out.

Rhea-AI Filing Summary

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.

Insights

Corporate actions analyst

Insider Form 4 reflects cash-out merger consideration at $7.75.

The disclosure indicates that, immediately prior to the Effective Time, all outstanding Common Stock was canceled and converted into the right to receive $7.75 per share in cash. The director’s 417,220 shares were recorded as disposed, with post-transaction beneficial ownership of Common Stock reported as 0.

Equity awards followed similar treatment: 35,616 restricted stock units were canceled for a cash payment equal to the underlying shares multiplied by $7.75. This is administrative reporting tied to the merger terms rather than an open-market trade, so the investment thesis impact is neutral based on this filing alone.

Insider Trade Summary

Disposition: 452,836 shares

Disposition 2 txns

Insider LaCamp James

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	35,616	$7.75	$276K
Disposition	Common Stock	417,220	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger").
2. F2. Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement.
3. F3. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration.
4. F4. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PHLT’s Form 4 report for the director on 10/21/2025?

It reported merger-related disposition of Common Stock, with shares canceled and converted into the right to receive $7.75 per share in cash.

How many PHLT shares were reported as disposed by the director?

The filing lists 417,220 shares of Common Stock disposed on 10/21/2025.

What cash consideration was set for PHLT shares in the merger?

Each share was canceled and converted into the right to receive $7.75 in cash, effective immediately prior to the Effective Time.

What happened to the director’s PHLT restricted stock units?

35,616 RSUs were canceled for a cash payment equal to the number of underlying shares multiplied by $7.75.

What was the director’s PHLT share ownership after the reported transactions?

Beneficial ownership of Common Stock was reported as 0 after the transactions; derivative securities were also reported as 0.

What relationship does the reporting person have to PHLT?

The reporting person is identified as a Director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/21/2025 - 12:08 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LaCamp James

(Last) (First) (Middle)

900 SOUTH PINE ISLAND ROAD, SUITE 150

(Street)

PLANTATION FL 33324

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Performant Healthcare Inc [ PHLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2025		D(1)(2)		417,220	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	10/21/2025		D			35,616	(3)	(4)	Common Stock	35,616(3)	$7.75	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger").

2. Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement.

3. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration.

4. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for James LaCamp	10/21/2025
	** Signature of Reporting Person	Date
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