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PHLT CFO Form 4 details $7.75 cash merger consideration

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Form 4 documents cash-out of equity at $7.75 per share.

The filing records merger-close conversions: common shares converted into the right to receive $7.75 per share, while RSUs and PRSUs were canceled for cash equal to underlying shares times $7.75. Options were canceled for cash equal to intrinsic value.

This is typical for an all-cash merger structure and primarily administrative for the insider’s holdings. Actual value outcomes follow the merger agreement terms and withholding mechanics disclosed.

No forward items are indicated in the excerpt; subsequent company disclosures would carry any additional integration or post-close details if applicable.

Insider Ramchandani Rohit
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Restricted Stock Units 23,162 $7.75 $180K
Disposition Restricted Stock Units 54,181 $7.75 $420K
Disposition Restricted Stock Units 54,180 $7.75 $420K
Disposition Restricted Stock Units 39,336 $7.75 $305K
Disposition Restricted Stock Units 43,589 $7.75 $338K
Disposition Restricted Stock Units 48,792 $7.75 $378K
Disposition Restricted Stock Units 91,597 $7.75 $710K
Disposition Restricted Stock Units 91,596 $7.75 $710K
Disposition Non-Qualified Stock Options 10,000 $7.75 $78K
Disposition Common Stock, par value $0.0001 per share 299,101 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Non-Qualified Stock Options — 0 shares (Direct); Common Stock, par value $0.0001 per share — 0 shares (Direct)
Footnotes (1)
  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"). 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. 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. 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. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that is outstanding immediately prior to the Effective Time (each, a "Performant PRSU") (i) to the extent not vested, shall be deemed to have satisfied such vesting conditions at 100% of target and shall have any time-based vesting conditions waived and (ii) will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (A) the number of Company Shares underlying such Performant PRSU multiplied by (B) the Merger Consideration. Effective immediately prior to the Effective Time, each option to purchase Company Shares, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant Stock Option") will automatically be canceled and converted into the right to receive (without interest) an amount in cash (less applicable withholding taxes) equal to the product of (i) the aggregate number of Company Shares underlying such Performant Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Performant Stock Option.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
Ramchandani Rohit
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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, par value $0.0001 per share 10/21/2025 D(1)(2) 299,101 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 $0(3) 10/21/2025 D 23,162 (3) (4) Common Stock 23,162(3) $7.75 0 D
Restricted Stock Units $0(5) 10/21/2025 D 54,181 (5) (4) Common Stock 54,181(5) $7.75 0 D
Restricted Stock Units $0(3) 10/21/2025 D 54,180 (3) (4) Common Stock 54,180(3) $7.75 0 D
Restricted Stock Units $0(3) 10/21/2025 D 39,336 (3) (4) Common Stock 39,336(3) $7.75 0 D
Restricted Stock Units $0(5) 10/21/2025 D 43,589 (5) (4) Common Stock 43,589(5) $7.75 0 D
Restricted Stock Units $0(3) 10/21/2025 D 48,792 (3) (4) Common Stock 48,792(3) $7.75 0 D
Restricted Stock Units $0(3) 10/21/2025 D 91,597 (3) (4) Common Stock 91,597(3) $7.75 0 D
Restricted Stock Units $0(5) 10/21/2025 D 91,596 (5) (4) Common Stock 91,596(5) $7.75 0 D
Non-Qualified Stock Options $1.74(6) 10/21/2025 D 10,000 (6) (4) Common Stock 10,000(6) $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.
5. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that is outstanding immediately prior to the Effective Time (each, a "Performant PRSU") (i) to the extent not vested, shall be deemed to have satisfied such vesting conditions at 100% of target and shall have any time-based vesting conditions waived and (ii) will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (A) the number of Company Shares underlying such Performant PRSU multiplied by (B) the Merger Consideration.
6. Effective immediately prior to the Effective Time, each option to purchase Company Shares, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant Stock Option") will automatically be canceled and converted into the right to receive (without interest) an amount in cash (less applicable withholding taxes) equal to the product of (i) the aggregate number of Company Shares underlying such Performant Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Performant Stock Option.
Remarks:
/s/ Rohit Ramchandani 10/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

What did PHLT’s CFO report on this Form 4?

Transactions tied to the merger closing, including conversion of common stock into the right to receive $7.75 per share and cash-out of equity awards.

What cash consideration do PHLT shareholders receive per share?

Each share of common stock was converted into the right to receive $7.75 in cash, subject to withholding.

How were time-based RSUs treated in the merger?

They were canceled for a cash payment equal to underlying shares × $7.75.

How were performance-based RSUs treated?

They were deemed earned at 100% of target, time vesting was waived, and they were paid in cash based on underlying shares × $7.75.

How were stock options handled?

Options were canceled for cash equal to the in-the-money value: ($7.75 minus exercise price) × option shares.

What is the transaction date shown?

The Form 4 lists a transaction date of 10/21/2025.