[Form 4] Performant Healthcare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/28/2025, Performant Healthcare Inc. (PFMT) director Eric Yanagi filed a Form 4 showing receipt of 35,616 restricted stock units (RSUs), coded “J,” issued as standard board compensation at $0 cost. Each RSU converts to one common share and vests on the earlier of the company’s 2026 annual meeting or a change-of-control event.

After the grant, the filing lists 381,835 shares held directly by Yanagi and 3,261,675 shares held indirectly via Mill Road Capital II, L.P., for which Yanagi helps direct voting and disposition. Contractual terms give Mill Road the economic benefit of the RSUs, and Yanagi disclaims any direct pecuniary interest beyond his indirect stake.

The transaction is a non-cash, routine equity award rather than an open-market purchase or sale, so it carries limited immediate valuation or liquidity implications for PFMT shareholders.

Insights

Financial Analyst

TL;DR – Routine director RSU grant; negligible market impact.

The filing merely documents board-level compensation. No cash changed hands and Yanagi’s post-transaction ownership remains dominated by the 3.26 M shares already held indirectly through Mill Road Capital. The added 35.6 K RSUs (<0.1% of PFMT’s 97 M shares outstanding) is immaterial to float or insider-ownership trends. Because the economic benefit passes to Mill Road, there is no signal of personal bullishness. Overall, the disclosure neither strengthens nor weakens the investment thesis and should be viewed as neutral housekeeping.

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

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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^*

Yanagi Eric

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Performant Healthcare Inc [ PFMT ]

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
Common Stock, $0.0001 par value	07/28/2025		J(1)		35,616	A	$0	381,835	D
Common Stock, $0.0001 par value								3,261,675	I(2)	See footnote

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

Explanation of Responses:

1. Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the earlier of the issuer's 2026 annual meeting of stockholders or a change of control. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Person that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

2. The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mr. Yanagi is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

	/s/ Eric Yanagi	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).
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FAQ

How many PFMT shares did Eric Yanagi acquire on 07/28/2025?

He received 35,616 restricted stock units, each convertible into one PFMT share.

What is the cost basis of the RSUs granted to Eric Yanagi?

The RSUs were awarded at $0 cost as board compensation.

When will the newly granted RSUs to Eric Yanagi vest?

They vest on the earlier of the company’s 2026 annual meeting or a change of control.

How many PFMT shares does Eric Yanagi now own directly and indirectly?

Post-grant he reports 381,835 shares directly and 3,261,675 shares indirectly through Mill Road Capital II, L.P.

Does the Form 4 indicate open-market buying or selling by the insider?

No. It discloses a non-cash RSU grant; there were no open-market transactions.