Insider Activity: Simeon Kohl Converts RSUs, Surrenders Shares for Taxes

Rhea-AI Filing Summary

Simeon M. Kohl, identified as a Director and Chief Executive Officer of Performant Healthcare, Inc. (PHLT), reported equity activity dated 08/11/2025. Two restricted stock unit (RSU) awards converted into common shares: 41,538 and 39,476 units were recorded as acquired, and portions of those vested shares—16,221 and 15,416—were surrendered to satisfy tax withholding obligations at a price of $7.63 per share. After these transactions the reporting person beneficially owned 519,304 shares of PHLT common stock.

The filing discloses that the RSUs were awarded at no cost and were granted on August 8, 2022 and August 5, 2024. Each award vests in four equal installments on the anniversaries of the grant date subject to continued service and potential acceleration under the reporting person’s change-in-control and severance agreement.

Positive

• Restricted Stock Units were awarded at no cost, as stated in the filing
• Reporting person retains substantial ownership: 519,304 shares beneficially owned after transactions

Negative

• 16,221 and 15,416 shares were surrendered to cover tax withholding on vesting, reducing net share additions
• Tax withholding executed at $7.63 per share, indicating the per-share price used for surrender

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting and tax-withholding surrender; no unusual disposals or new outside transfers reported.

The Form 4 shows two RSU awards converting into shares and the automated surrender of portions of vested shares to cover tax liabilities at $7.63 per share. The RSUs were granted at no cost and follow multi-year vesting schedules (grant dates 08/08/2022 and 08/05/2024) with typical service conditions and change-in-control acceleration. The reporting person remains a substantial holder with 519,304 shares beneficially owned after the transactions. This filing reflects standard compensation mechanics rather than a discretionary sale.

Securities Analyst

TL;DR: Insider equity increases via RSU settlement; tax-related share surrender reduced net addition.

The transactions dated 08/11/2025 include conversion of RSUs into common stock (41,538 and 39,476 units) and the surrender of 16,221 and 15,416 shares to satisfy tax withholding at $7.63 per share. The result is a reported beneficial ownership of 519,304 shares. All transfers disclosed are tied to compensation vesting provisions; no open-market sales or purchases are shown in this filing.

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).

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)
08/11/2025

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	08/11/2025		M		41,538	A	$0	511,465	D
Common Stock, par value $0.0001 per share	08/11/2025		F		16,221(1)	D	$7.63	495,244	D
Common Stock, par value $0.0001 per share	08/11/2025		M		39,476	A	$0	534,720	D
Common Stock, par value $0.0001 per share	08/11/2025		F		15,416(1)	D	$7.63	519,304	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)	08/11/2025		M			41,538	(3)	(3)	Common Stock	41,538	$0(2)	41,538	D
Restricted Stock Units	$0(2)	08/11/2025		M			39,476	(4)	(4)	Common Stock	39,476	$0(2)	118,419	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 8, 2022 (the "Grant Date"). The Restricted Stock Units will vest in four equal installments on the first day of the next open trading window immediately following the first, second, third and fourth anniversaries of the Grant Date provided that the Reporting Person remains in continuous service through each vest date, subject to vesting acceleration pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement.

4. Restricted Stock Unit Award was granted on August 5, 2024 (the "Grant Date"). The Restricted Stock Units will vest in four equal installments on the first day of the next open trading window immediately following the first, second, third and fourth anniversaries of the Grant Date provided that the Reporting Person remains in continuous service through each vest date, subject to vesting acceleration pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl	08/13/2025
	** 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 PHLT CEO Simeon Kohl report on Form 4?

The Form 4 reports the conversion of RSUs into 41,538 and 39,476 common shares and the surrender of 16,221 and 15,416 shares to cover taxes.

How many PHLT shares does Simeon Kohl beneficially own after the reported transactions?

After the reported transactions the filing shows Simeon Kohl beneficially owns 519,304 shares of PHLT common stock.

At what price were shares surrendered to cover tax obligations in the PHLT Form 4?

The filing indicates surrendered shares were priced at $7.63 per share to satisfy tax withholding.

When were the RSU awards that vested granted to Simeon Kohl?

The RSU awards were granted on August 8, 2022 and August 5, 2024, and vest in four equal annual installments subject to service conditions.

Were the RSUs awarded to Simeon Kohl paid or granted at a cost?

According to the filing, each restricted stock unit was awarded at no cost to the reporting person.