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

Financial Analyst

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.

Corporate Governance Expert

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.

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
Estimated average burden
hours per response:			0.5

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)
08/11/2025

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		23,162	A	$0	256,677	D
Common Stock, par value $0.0001 per share	08/11/2025		F		11,531(1)	D	$7.63	245,146	D
Common Stock, par value $0.0001 per share	08/11/2025		M		16,267	A	$0	261,413	D
Common Stock, par value $0.0001 per share	08/11/2025		F		8,098(1)	D	$7.63	253,315	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			23,162	(3)	(3)	Common Stock	23,162	$0(2)	23,162	D
Restricted Stock Units	$0(2)	08/11/2025		M			16,267	(4)	(4)	Common Stock	16,267	$0(2)	48,792	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 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	08/13/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did PHLT CFO Rohit Ramchandani report on Form 4?

The Form 4 reports the vesting/conversion of RSUs into 23,162 and 16,267 common shares and the surrender/disposition of 11,531 and 8,098 shares to cover tax withholding.

How many shares were sold and at what price in the reported PHLT transactions?

The filing shows dispositions of 11,531 and 8,098 shares at a price of $7.63 per share, used to satisfy tax liabilities.

What is the reporting person’s beneficial ownership after these transactions?

Following the reported transactions, the filing shows a beneficial ownership level of 253,315 shares of PHLT common stock.

How many restricted stock units does the CFO have and what are the grant dates?

The filing references RSU awards of 23,162 (grant date 08/08/2022) and 16,267 (grant date 08/05/2024), with 48,792 RSUs reported in total; each RSU is a contingent right to one share awarded at no cost.

Do the RSUs have vesting conditions?

Yes; each RSU vests in four equal installments on the first trading-window day after each anniversary of the grant date, conditioned on continuous service and subject to acceleration under the reporting person’s Change in Control and Severance Agreement.