Performant Healthcare CFO reports RSU vesting and tax-related share surrender

Rhea-AI Filing Summary

Rohit Ramchandani, Chief Financial Officer of Performant Healthcare, Inc. (PHLT), reported insider transactions on 08/18/2025. The filing shows 54,181 restricted stock units vested (Table II) and were reported as acquired at no cost, increasing his reported holdings to 326,073 shares. Concurrently, 26,972 shares were surrendered to cover tax withholdings at a price of $7.61, leaving a beneficial ownership of 299,101 shares.

The RSUs were originally granted on May 5, 2023 and vest subject to multi-year stock-price performance hurdles based on a 60-day VWAP initial price of $3.16. Vesting is structured in four tranches with escalating price targets of $3.95, $4.74, $5.52, and $6.31 and varying time windows for achievement; unachieved tranches are forfeited.

Positive

• Performance-based vesting of 54,181 RSUs aligns executive pay with shareholder returns through clear price targets and tranche schedules
• Transparent disclosure of grant date (May 5, 2023), VWAP reference ($3.16), and tranche hurdles ($3.95, $4.74, $5.52, $6.31) clarifies vesting conditions

Negative

• Share surrender of 26,972 shares to cover tax liabilities reduced the reporting person's beneficial ownership to 299,101 shares
• Vesting contingent on high hurdles and specific time windows means unachieved tranches will be forfeited, limiting guaranteed share accrual

Insights

Financial Analyst

TL;DR: Insider received performance-based RSU vesting and sold shares to meet tax obligations; net holdings remain material.

The filing documents vesting of 54,181 RSUs for the CFO and a tax-related surrender of 26,972 shares at $7.61. The grant's performance hurdles tie vesting to 60-day VWAP targets, aligning executive compensation with stock appreciation. Net holdings after the transactions are 299,101 shares, which is relevant for assessing insider alignment with shareholder value. No other sales or open-market trades are disclosed.

Corporate Governance Expert

TL;DR: Vesting is performance-contingent with clear tranche rules; tax-surrender is routine but reduces insider share count.

The RSU award includes explicit time and price-based vesting conditions across four tranches, indicating a governance approach that conditions compensation on stock performance. The reported surrender of 26,972 shares to cover taxes is described in the filing and is separate from any discretionary sale. Documentation of the grant date (May 5, 2023) and tranche mechanics provides transparency on the award's structure and potential dilution timing.

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).

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^*

Ramchandani Rohit

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		M		54,181	A	$0	326,073	D
Common Stock, par value $0.0001 per share	08/18/2025		F		26,972(1)	D	$7.61	299,101	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)	08/18/2025		M			54,181	(3)(4)(5)(6)(7)	(3)(4)(5)(6)(7)	Common Stock	54,181	$0(2)	54,181	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 Reporting Person.

3. Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). These Restricted Stock Units shall vest over a four year period based upon continuous service through each vesting date and the trading price of the Company's Common Stock during the relevant vesting period, subject to accelerated vesting pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement. Specifically, and subject to the vesting limitations described below, the average trading price for Company's shares for 60 consecutive trading days will be measured against the Target Stock Price Hurdles. Target Stock Price Hurdles are increases by year of +25%, +50%, +75%, and +100% versus initial stock price based on 60-day VWAP of $3.16 per share of one share on the Grant Date in each of the four years following the Grant Date.

4. The vesting for the Restricted Stock Units and associated Stock Price Hurdles will be allocated into the following four tranches: (i) Tranche 1, 25% Vesting Percentage, $3.95 Stock Price Hurdle; (ii) Tranche 2, 50% Vesting Percentage, $4.74 Stock Price Hurdle; (iii) Tranche 3, 75% Vesting Percentage, $5.52 Stock Price Hurdle; and (iv) Tranche 4, 100% Vesting Percentage, $6.31 Stock Price Hurdle. The Restricted Stock Units within each Tranche will vest in accordance with the following: For Tranche 1, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Stock Price Hurdle is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle 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 Stock Price Hurdle. If the Stock Price Hurdle is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Stock Price Hurdle is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle 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 Stock Price Hurdle. If the Stock Price Hurdle is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Stock Price Hurdle is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.

7. For Tranche 4, Reporting Person shall have up to four years to hit the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 48 months, Reporting Person vests in the Tranche 4 RSUs 48 months. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 4 are forfeited.

Remarks:

	/s/ Rohit Ramchandani	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Rohit Ramchandani report on Form 4 for PHLT?

The filing reports 54,181 RSUs vested (acquired at no cost) and 26,972 shares surrendered to cover tax withholding at $7.61 on 08/18/2025.

How many shares does Rohit Ramchandani beneficially own after the reported transactions?

Following the transactions, the filing reports beneficial ownership of 299,101 shares.

When were the RSUs granted and what are the performance conditions?

The RSUs were granted on May 5, 2023 and vest in four tranches based on 60-day VWAP price hurdles versus an initial VWAP of $3.16.

What are the stock price hurdles and vesting windows for the RSU tranches?

Tranche price hurdles are $3.95, $4.74, $5.52, $6.31. Tranches 1 and 2 have up to 36 months to achieve hurdles; Tranches 3 and 4 have up to 48 months, with staged vesting rules described in the filing.

Why were shares surrendered in this filing?

The filing states shares were surrendered to pay tax liability due on vesting of Restricted Stock Units.