Performant Healthcare (PHLT) CEO Converts RSUs, Sells Shares for Taxes

Rhea-AI Filing Summary

Simeon M. Kohl, Chief Executive Officer and Director of Performant Healthcare, Inc. (PHLT), reported transactions on August 12 and August 14, 2025. On August 12, 2025, 52,105 restricted stock units (RSUs) vested and were converted into common stock (transaction code M). On August 14, 2025, 20,348 shares were disposed of at $7.615 per share (transaction code F) to surrender shares to pay tax liabilities arising from the RSU vesting.

Following the reported transactions, the filing shows 571,409 shares beneficially owned after the vesting event and 551,061 shares beneficially owned after the sale for taxes. The registrant also reports 105,789 RSUs remaining as derivative securities tied to performance-based revenue targets in three tranches ($135M, $155M, $175M) with varying vesting windows up to 48 months.

Positive

• Retention-focused compensation: RSUs are performance-based with multi-year tranches tied to explicit revenue targets ($135M, $155M, $175M), aligning CEO incentives with company growth.
• Substantial continued ownership: Reporting person still beneficially owns 551,061 shares after the tax-related sale, indicating ongoing equity stake.

Negative

• Immediate dilution risk: Conversion of vested RSUs increases outstanding common shares and could dilute existing shareholders if all performance RSUs vest.
• Tax-related sale executed: 20,348 shares were disposed of at $7.615 per share, representing a sale by an insider that may be interpreted by some investors as liquidity-taking.

Insights

Securities Analyst

TL;DR: CEO received performance RSUs, sold a portion to cover taxes; transaction is routine and not immediately material to valuation.

The filing documents a standard post-vesting tax-surrender sale following the conversion of 52,105 RSUs into common stock. The sale of 20,348 shares at $7.615 per share appears intended to satisfy tax obligations rather than a signal of broad exit or change in ownership intent. Beneficial ownership remains substantial at 551,061 shares, and 105,789 performance-based RSUs remain outstanding, subject to revenue targets and time-based vesting windows.

Corporate Governance Expert

TL;DR: Transaction reflects compensation settlement mechanics; performance conditions retain alignment with shareholders.

The RSUs were granted with explicit revenue-based performance tranches and multi-year vesting schedules, preserving incentives for long-term performance. The surrender/sale to cover taxes is a common administrative step. The disclosure clearly states the vesting conditions, target revenue thresholds ($135M, $155M, $175M) and maximum measurement periods, which is helpful for assessing incentive alignment and potential future dilution if targets are achieved.

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

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)
08/12/2025

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	08/14/2025		M		52,105	A	$0	571,409	D
Common Stock, par value $0.0001 per share	08/14/2025		F		20,348(1)	D	$7.615	551,061	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)	08/12/2025		M			52,105	(3)(4)(5)(6)	(3)(4)(5)(6)	Common Stock	52,105	$0(2)	105,789	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 August 5, 2024 (the "Grant Date"). These Restricted Stock Units shall be allocated into the following three tranches: (i) Tranche 1, consisting of 52,105 Restricted Stock Units, (ii) Tranche 2, consisting of 52,105 Restricted Stock Units and (iii) Tranche 3, consisting of 53,684 Restricted Stock Units. Each Tranche shall vest upon the achievement of the applicable Target Revenue Amount during a Performance Period, and subject to Reporting Person's continuous service through each vesting date. "Target Revenue Amount" shall mean the Company's trailing twelve month Healthcare revenue for a Performance Period as reported in the Company's financial statements filed with the Securities and Exchange Committee on Form 10-K or Form 10-Q, as applicable. Each Target Revenue Amount is measured on the trailing twelve month Healthcare revenue of the Company for the preceding twelve months, measured on a quarterly basis (each, a "Performance Period").

4. For Tranche 1, Reporting Person shall have up to three years from the Grant Date for the Company to achieve the Tranche 1 Target Revenue Amount of $135M. If the Tranche 1 Target Revenue Amount is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Tranche 1 Target Revenue Amount is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Tranche 1 Target Revenue Amount is achieved. If the Tranche 1 Target Revenue Amount 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 Tranche 2 Target Revenue Amount of $155M. If the Tranche 2 Target Revenue Amount is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Tranche 2 Target Revenue Amount is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Tranche 2 Target Revenue Amount is achieved. If the Tranche 2 Target Revenue Amount 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 Tranche 3 Target Revenue Amount of $175M. If the Tranche 3 Target Revenue Amount is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Tranche 3 Target Revenue Amount is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Tranche 3 Target Revenue Amount is achieved. If the Tranche 3 Target Revenue Amount is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl	08/14/2025
	** 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 insider transactions did Simeon M. Kohl report for PHLT?

The filing reports 52,105 RSUs vested (converted to common stock) and a subsequent disposal of 20,348 shares at $7.615 to cover tax liabilities.

How many PHLT shares does the CEO own after these transactions?

The filing shows 571,409 shares beneficially owned after the vesting event and 551,061 shares beneficially owned after the tax-related sale.

What are the terms of the remaining RSUs reported in the Form 4?

There are 105,789 RSUs outstanding, allocated in three performance tranches with revenue targets of $135M, $155M, and $175M and vesting windows up to 48 months.

Was the sale coded as a planned sale under a Rule 10b5-1 plan?

The form indicates a box checked for a transaction pursuant to a contract/plan intended to satisfy Rule 10b5-1(c) affirmative defense, but the sale itself is reported under transaction code F as shares surrendered to pay taxes.

What price was paid for the shares sold to cover taxes?

The disposed shares were sold at $7.615 per share as reported on August 14, 2025.