Performant Healthcare cash merger: shares and 35,616 RSUs canceled

Rhea-AI Filing Summary

Performant Healthcare (PHLT) reported insider changes tied to its cash merger. Director William D. Hansen disclosed the disposition of Common Stock in connection with the merger in which each outstanding share was converted into the right to receive $7.75 in cash.

The filing shows 464,115 shares of Common Stock were disposed of and that beneficial ownership after the transaction is 0 shares. Additionally, 35,616 restricted stock units were canceled for a cash payment based on the same $7.75 per share consideration. The transaction date is 10/21/2025. Performant became a wholly owned subsidiary of Continental Buyer, Inc. following the merger of Prevail Merger Sub, Inc. with and into Performant.

Insights

Corporate actions analyst

Form 4 reflects cash-out merger at $7.75 per share.

The insider report documents a standard merger-related cash-out. Each outstanding share of Performant Healthcare was converted into the right to receive $7.75 in cash, and time-based RSUs were canceled for cash using the same price.

Post-transaction, the reporting person shows 0 shares and 0 derivative securities beneficially owned. This indicates completion of equity conversion mechanics consistent with the merger structure making Performant a subsidiary of Continental Buyer, Inc.

Investor implications are administrative from this filing; the economic terms are set by the merger agreement effective on 10/21/2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HANSEN WILLIAM DEAN

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	35,616	$7.75	$276K
Disposition	Common Stock	464,115	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 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.

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
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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^*

HANSEN WILLIAM DEAN

(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)
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	10/21/2025		D(1)(2)		464,115	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	(3)	10/21/2025		D			35,616	(3)	(4)	Common Stock	35,616(3)	$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.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for William D. Hansen	10/21/2025
	** 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 did PHLT disclose in this Form 4?

A director reported merger-related dispositions where each share was converted into the right to receive $7.75 in cash.

How many PHLT shares were disposed by the reporting person?

The filing lists 464,115 shares of Common Stock disposed of, with 0 shares beneficially owned afterward.

What happened to the reporting person’s RSUs at PHLT?

35,616 restricted stock units were canceled for a cash payment calculated at $7.75 per share.

What is the cash consideration for PHLT shareholders in the merger?

Each outstanding share was converted into the right to receive $7.75 in cash without interest, subject to withholding taxes.

Who acquired Performant Healthcare (PHLT)?

Performant became a wholly owned subsidiary of Continental Buyer, Inc. after Prevail Merger Sub, Inc. merged with and into Performant.

What is the transaction date in the Form 4?

The transaction date disclosed is 10/21/2025.