Performant Healthcare Insider Receives 35.6K RSU Equity Award

Rhea-AI Filing Summary

On 28 Jul 2025, Performant Healthcare (PHLT) filed a Form 4 indicating that director William D. Hansen was granted 35,616 restricted stock units (RSUs) at no cost. Each RSU converts into one share of common stock and will vest 100% on the earlier of the company’s 2026 annual shareholder meeting or a Change in Control, after which settlement must be in stock. Following the award, Hansen beneficially owns 35,616 derivative securities, all held directly. Table I shows no open-market purchases or sales of common shares.

• No cash consideration—pure equity incentive.
• Filing involves one reporting person; Hansen remains a director, not a 10 % owner.

Positive

• Alignment of interests: RSU award gives the director equity exposure, potentially motivating decisions that support shareholder value.

Negative

• Incremental dilution: Issuance of 35,616 new shares slightly increases the share count, though likely immaterial.

Insights

Financial Analyst

TL;DR – Routine RSU grant; negligible dilution, modestly improves director–shareholder alignment.

The 35,616-unit award equals a small fraction of PHLT’s float (exact percentage not disclosed) and carries no immediate cash outlay. Because the grant vests in full within roughly one year or upon a change in control, the incentive horizon is short but still aligns Hansen’s interests with shareholders. With no sale or purchase of existing shares, the transaction is neutral to near-term supply-demand dynamics and EPS forecasts. Overall impact on valuation or liquidity appears immaterial.

Corporate Governance Expert

TL;DR – Equity compensation strengthens governance; size too small to raise dilution concerns.

Granting RSUs rather than options or cash compensates directors in stock, promoting long-term value focus. One-year cliff vesting balances retention and performance. The absence of performance conditions could be viewed as a missed opportunity for stronger pay-for-performance linkage, yet the automatic vesting date coinciding with the next annual meeting still ties the award to board service continuity. Governance risk is minimal; filing transparency meets Section 16 requirements.

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

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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^*

HANSEN WILLIAM DEAN

(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
	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

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	(1)	07/28/2025		A		35,616		(2)	(2)	Common Stock	35,616	$0	35,616(2)	D

Explanation of Responses:

1. 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.

2. Restricted Stock Unit Award was granted on July 28, 2025. The Restricted Stock Units will vest with respect to 100% of the shares subject to the award on the earlier of the Registrant's 2026 annual meeting of stockholders or a Change in Control (as defined in the Registrant's Amended and Restated 2012 Stock Incentive Plan). The restricted stock units may be settled only for shares of common stock on a one-for-one basis.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for William D. Hansen	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).
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 did Performant Healthcare (PHLT) disclose in the latest Form 4?

The company reported awarding 35,616 RSUs to director William D. Hansen on 28 Jul 2025.

When do William D. Hansen’s RSUs vest?

They vest 100 % on the earlier of PHLT’s 2026 annual meeting or a Change in Control.

How many shares does Hansen beneficially own after the transaction?

He beneficially owns 35,616 derivative securities, all held directly.

Were any common shares bought or sold in this filing?

No. Table I shows no purchases or sales of common stock—only an RSU grant.

Does the RSU grant materially dilute existing shareholders?

The 35,616-share issuance is minor relative to PHLT’s total shares outstanding; dilution impact is negligible.