Performant Healthcare (PHLT) Form 4: RSU Vesting and Tax Withholding Share Surrenders
Rhea-AI Filing Summary
Rohit Ramchandani, Chief Financial Officer of Performant Healthcare, Inc. (PHLT), reported transactions dated 08/11/2025 reflecting restricted stock unit activity and related share dispositions to satisfy tax withholding. Two sets of restricted stock units converted to common shares: 23,162 (grant dated 08/08/2022) and 16,267 (grant dated 08/05/2024), each awarded at no cost and vesting in four equal annual installments subject to continued service and change-in-control provisions.
To cover tax liabilities on the vesting, the reporting person surrendered 11,531 and 8,098 shares, disposed at $7.63 per share. The filing shows a reported common stock beneficial ownership level of 253,315 shares following these transactions and 48,792 restricted stock units in aggregate.
Positive
- Receipt of RSUs at no cost: Aggregated 48,792 restricted stock units awarded and reflected in the filing, representing potential future equity alignment with management.
- Continued ownership: Reporting person retains a reported 253,315 shares after the transactions, indicating sustained insider ownership.
Negative
- Share disposition for tax withholding: A total of 19,629 shares were surrendered/ disposed (11,531 and 8,098) at $7.63 per share to satisfy tax liabilities related to vesting.
Insights
TL;DR: Routine executive equity vesting with tax-surrender; no clear material change to ownership stake from these actions.
The Form 4 documents the vesting of RSUs and simultaneous surrender of a portion of the resulting shares to satisfy tax withholding. Total vested amounts were 23,162 and 16,267 RSUs, with 19,629 shares surrendered at $7.63 per share. The reporting person continues to hold a substantial position—reported at 253,315 shares—while maintaining 48,792 RSUs outstanding. These actions are typical compensation-related transactions and do not, by themselves, indicate a change in company fundamentals.
TL;DR: Compensation vesting and tax withholding handled via share surrender; governance terms specify time-based vesting and change-in-control acceleration.
The filing explicitly describes time-based restricted stock unit awards granted on 08/08/2022 and 08/05/2024 that vest in four equal installments on the anniversaries, subject to continued service and acceleration on change in control. The use of share surrender to cover taxes is a common administrative mechanism consistent with typical equity compensation plans. No departures, loans, or unusual derivative exercises are disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 23,162 | $0.00 | -- |
| Exercise | Restricted Stock Units | 16,267 | $0.00 | -- |
| Exercise | Common Stock, par value $0.0001 per share | 23,162 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.0001 per share | 11,531 | $7.63 | $88K |
| Exercise | Common Stock, par value $0.0001 per share | 16,267 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.0001 per share | 8,098 | $7.63 | $62K |
Footnotes (1)
- Shares surrendered to pay tax liability due on vesting of Restricted Stock Units 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. 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. 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.
