Performant Healthcare CEO converts RSUs, surrenders shares

Kohl Simeon reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kohl Simeon reported disposition transactions in this Form 4 filing.

Performant Healthcare Inc Chief Executive Officer Simeon Kohl reported a vesting and conversion of 52,105 Restricted Stock Units into an equal number of common shares in August 2025 at a $0 conversion price. To satisfy tax obligations, 20,348 shares of common stock were surrendered at $7.615 per share. Following these transactions, he directly holds 551,061 shares of common stock.

Footnotes describe a performance-based RSU award granted on August 5, 2024, in three tranches of 52,105, 52,105 and 53,684 RSUs, with vesting tied to Healthcare revenue "Target Revenue Amounts" of $135M, $155M and $175M measured over multi-year Performance Periods. After the reported conversion, 105,789 RSUs remain outstanding under this award.

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.

Insider Trade Summary

52,105 shares exercised/converted

Exercise 3 txns

Insider Kohl Simeon

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, par value $0.0001 per share	52,105	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.0001 per share	20,348	$7.615	$155K
Exercise	Restricted Stock Units	52,105	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 105,789 contracts (Direct); Common Stock, par value $0.0001 per share — 551,061 shares (Direct)

Footnotes (6)

1. F1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units
2. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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.

Key Figures

RSUs converted to common stock: 52,105 Restricted Stock Units Shares surrendered for taxes: 20,348 shares Tax-withholding price: $7.615 per share +5 more

8 metrics

RSUs converted to common stock 52,105 Restricted Stock Units Restricted Stock Units converted into common stock in August 2025 at $0 conversion price

Shares surrendered for taxes 20,348 shares Common shares delivered in a tax-withholding disposition at $7.615 per share

Tax-withholding price $7.615 per share Per-share value for the 20,348 surrendered shares

RSUs remaining after conversion 105,789 Restricted Stock Units Total RSUs reported as remaining following the August 2025 conversion

Post-transaction common share holdings 551,061 shares Direct common stock holdings for Simeon Kohl after reported transactions

Tranche 1 RSU size 52,105 Restricted Stock Units First tranche of performance-based RSU award granted August 5, 2024

Tranche 1 revenue target $135M Target Revenue Amount for Tranche 1 over up to three years from grant

Tranche 3 revenue target $175M Target Revenue Amount for Tranche 3 over up to four years from grant

Key Terms

Restricted Stock Units, Target Revenue Amount, Performance Period, trailing twelve month Healthcare revenue

4 terms

Restricted Stock Units financial

"Restricted Stock Unit Award was granted on August 5, 2024"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Target Revenue Amount financial

"Target Revenue Amount shall mean the Company's trailing twelve month Healthcare revenue"

Performance Period financial

"each Target Revenue Amount is measured on a quarterly basis (each, a "Performance Period")"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

trailing twelve month Healthcare revenue financial

"measured on the trailing twelve month Healthcare revenue of the Company"

FAQ

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

What did Performant Healthcare (PHLT) CEO Simeon Kohl report in this Form 4?

Simeon Kohl reported conversion of 52,105 Restricted Stock Units into common stock and a tax-related surrender of 20,348 shares. After these transactions, he directly holds 551,061 common shares of Performant Healthcare Inc.

How many Performant Healthcare (PHLT) shares were surrendered for taxes?

The filing shows 20,348 shares of Performant Healthcare common stock were surrendered in a tax-withholding disposition at $7.615 per share. A footnote explains that certain shares were used to pay tax liabilities on vested Restricted Stock Units.

What RSU performance targets apply to Simeon Kohl’s award at Performant Healthcare (PHLT)?

Kohl’s RSU award is split into three tranches tied to Healthcare revenue "Target Revenue Amounts" of $135M, $155M and $175M. Vesting depends on trailing twelve month Healthcare revenue over specified Performance Periods of up to three or four years.

How many Performant Healthcare (PHLT) shares does Simeon Kohl hold after the reported transactions?

Canonical holdings data states Simeon Kohl now directly holds 551,061 shares of Performant Healthcare common stock. This figure reflects his post-transaction balance after RSU conversion and the tax-withholding share surrender described in the Form 4.

How many Restricted Stock Units remain outstanding for Simeon Kohl at Performant Healthcare (PHLT)?

After the August 2025 RSU conversion, the filing reports 105,789 Restricted Stock Units remaining. These RSUs are part of a performance-based award granted August 5, 2024, with vesting tied to specified Healthcare revenue Target Revenue Amounts.

What is the structure of Simeon Kohl’s RSU grant at Performant Healthcare (PHLT)?

The RSU grant, awarded at no cost to Kohl, has three tranches of 52,105, 52,105 and 53,684 Restricted Stock Units. Each tranche vests only if its Target Revenue Amount is achieved within the applicable multi-year Performance Period, otherwise the RSUs are forfeited.

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

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Accepted by SEC EDGAR 08/14/2025 - 04:34 PM 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
Estimated average burden
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
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