Performant Healthcare insider report: CEO RSU vesting and sell-to-cover disclosed

Rhea-AI Filing Summary

Performant Healthcare insider activity: Chief Executive Officer and Director Simeon M. Kohl reported vesting and disposition of restricted stock units and shares. A tranche of 91,725 RSUs vested (awarded at no cost) and converted into common stock, and 35,819 shares were sold at $7.61 per share to cover tax withholding on the vesting. Following these transactions, the reporting person beneficially owned 619,309 shares. The RSUs were originally granted with multi-year, performance-based vesting hurdles tied to 60-day VWAP targets and staggered tranche vesting schedules.

Positive

• Performance-based RSUs vested, indicating alignment of executive pay with share-price targets
• RSUs were awarded at no cost to the reporting person, reflecting incentive-based compensation rather than direct purchase
• Clear tranche structure and forfeiture conditions enhance transparency around vesting and retention

Negative

• Sell-to-cover disposition of 35,819 shares reduced the reporting person's direct shareholdings
• Complex vesting tied to multi-year VWAP hurdles may result in forfeiture of unachieved tranches, limiting potential future dilution predictability

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with a sell-to-cover tax transaction; limited immediate market impact.

The filing shows performance-linked RSUs converting into 91,725 shares and an ensuing disposition of 35,819 shares at $7.61 per share to satisfy tax obligations. This is a common administrative outcome when performance-based awards vest and does not indicate a change in control or an opportunistic sale beyond withholding. The remaining beneficial ownership of 619,309 shares maintains executive alignment with shareholders while reflecting standard dilution and tax mechanics.

Corporate Governance Expert

TL;DR: Compensation plan functioning as designed: time/price-based RSUs vesting with documented forfeiture conditions.

The RSU structure disclosed includes clear, multi-tranche performance hurdles and explicit forfeiture windows, which reinforces pay-for-performance governance. The report discloses a tax-withholding disposition rather than discretionary cashing out of economic interest. Documentation of grant date, hurdle levels, and accelerated vesting provisions provide transparency on incentive alignment and potential retention mechanics.

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

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

X

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^*

Kohl Simeon

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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, par value $0.0001 per share	08/19/2025		M		91,725	A	$0	655,128	D
Common Stock, par value $0.0001 per share	08/19/2025		F		35,819(1)	D	$7.61	619,309	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	$0(2)	08/18/2025		M			91,725	(3)(4)(5)(6)(7)	(3)(4)(5)(6)(7)	Common Stock	91,725	$0(2)	91,724	D

Explanation of Responses:

1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units

2. Each restricted stock unit represents a contingent right to receive one share of PHLT's common stock. The units were awarded at no cost to the Reporting Person.

3. Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). These Restricted Stock Units shall vest over a four year period based upon continuous service through each vesting date and the trading price of the Company's Common Stock during the relevant vesting period, subject to accelerated vesting pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement. Specifically, and subject to the vesting limitations described below, the average trading price for Company's shares for 60 consecutive trading days will be measured against the Target Stock Price Hurdles. Target Stock Price Hurdles are increases by year of +25%, +50%, +75%, and +100% versus initial stock price based on 60-day VWAP of $3.16 per share of one share on the Grant Date in each of the four years following the Grant Date.

4. The vesting for the Restricted Stock Units and associated Stock Price Hurdles will be allocated into the following four tranches: (i) Tranche 1, 25% Vesting Percentage, $3.95 Stock Price Hurdle; (ii) Tranche 2, 50% Vesting Percentage, $4.74 Stock Price Hurdle; (iii) Tranche 3, 75% Vesting Percentage, $5.52 Stock Price Hurdle; and (iv) Tranche 4, 100% Vesting Percentage, $6.31 Stock Price Hurdle. The Restricted Stock Units within each Tranche will vest in accordance with the following: For Tranche 1, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Stock Price Hurdle is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 1 are forfeited.

5. For Tranche 2, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Stock Price Hurdle is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 2 are forfeited.

6. For Tranche 3, Reporting Person shall have up to four years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Stock Price Hurdle is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.

7. For Tranche 4, Reporting Person shall have up to four years to hit the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 48 months, Reporting Person vests in the Tranche 4 RSUs 48 months. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 4 are forfeited.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Simeon M. Kohl report on Performant Healthcare (PHLT) Form 4?

The report discloses conversion of 91,725 vested RSUs into common stock and a sale of 35,819 shares at $7.61 per share to cover tax withholding.

How many shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owned 619,309 shares.

Were the restricted stock units paid or granted at cost?

The RSUs were granted at no cost, each representing a contingent right to receive one share upon vesting.

What performance conditions apply to the RSU vesting?

Vesting is tied to 60-day VWAP-based stock price hurdles across four tranches with specified targets of $3.95, $4.74, $5.52, and $6.31 and time windows for achievement.

Did the filing indicate accelerated vesting provisions?

Yes, the filing references potential accelerated vesting under the reporting person's Change in Control and Severance Agreement.