Performant Healthcare (PHLT) Files Form 4 on Routine Director RSU Grant

Rhea-AI Filing Summary

Performant Healthcare Inc. (PHLT) — Form 4 filing

Director Shantanu Agrawal disclosed the award of 35,616 restricted stock units (RSUs) on 28-Jul-2025. Each RSU carries a one-for-one conversion right into common stock at no cost. The grant vests in full on the earlier of the company’s 2026 annual shareholder meeting or a defined change-in-control event, thereby aligning the director’s incentives with long-term shareholder outcomes.

Post-transaction, Agrawal holds 35,616 derivative securities; no common shares were bought or sold and ownership is reported as direct. Because settlement occurs only upon vesting, the filing triggers no immediate cash movement or share-count dilution. The disclosure is routine board-level equity compensation and does not signal operational or financial changes.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant to director; negligible financial impact.

This Form 4 shows a standard equity award—35,616 RSUs—to Director Shantanu Agrawal. Such grants strengthen alignment between board and shareholders, but the amount is immaterial relative to PHLT’s float and does not alter voting control. Vesting on the earlier of the 2026 AGM or a change-in-control is typical for director compensation, offering some retention value during strategic events. No cash cost, no sale, and no option exercise mean no P&L or balance-sheet effect today. Overall, a governance disclosure with neutral investment impact.

Portfolio Manager

TL;DR: Insider received equity; no buy/sell signal.

The filing lacks purchase or sale activity; it’s purely an RSU issuance. I view it as neutral because it neither reflects bullish insider buying nor bearish selling. Dilution upon settlement is minimal given the company’s market cap. Unless additional insider accumulation occurs, this event does not change position sizing or valuation models.

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

1. Name and Address of Reporting Person^*

Agrawal Shantanu

(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)
07/28/2025

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

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	(1)	07/28/2025		A		35,616		(2)	(2)	Common Stock(2)	35,616	$0	35,616(2)	D

Explanation of Responses:

1. 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 Reporting Person.

2. Restricted Stock Unit Award was granted on July 28, 2025. The Restricted Stock Units will vest with respect to 100% of the shares subject to the award on the earlier of the Registrant's 2026 annual meeting of stockholders or a Change in Control (as defined in the Registrant's Amended and Restated 2012 Stock Incentive Plan). The restricted stock units may be settled only for shares of common stock on a one-for-one basis.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Shantanu Agrawal	07/28/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many RSUs did Director Shantanu Agrawal receive from PHLT?

35,616 restricted stock units were granted on 28-Jul-2025.

When will the RSUs awarded to Agrawal vest?

They vest 100% on the earlier of the 2026 annual meeting or a change-in-control event.

Did the filing report any purchase or sale of PHLT common stock?

No. The Form 4 only discloses an equity grant; no shares were bought or sold.

Does the RSU grant create immediate dilution for PHLT shareholders?

No. Dilution occurs only when the RSUs settle into common shares after vesting.

What is the ownership form reported for the new RSUs?

Agrawal reports direct ownership of the 35,616 RSUs.