Performant Healthcare CFO Reports 15,525 RSUs Vesting, Tax Surrender of 7,729 Shares

Rhea-AI Filing Summary

Rohit Ramchandani, Chief Financial Officer of Performant Healthcare, Inc. (PHLT), reported equity changes on Form 4. On 08/14/2025 Mr. Ramchandani had 15,525 restricted stock units vest, converting to 15,525 common shares awarded at no cost, and simultaneously surrendered 7,729 shares to cover tax withholding at a price of $7.61 per share. Following these transactions his beneficial ownership of PHLT common stock is reported as 271,892 shares, down from 279,621 prior to the tax-surrender transaction.

Positive

• 15,525 restricted stock units vested and converted into 15,525 common shares at no cost to the reporting person, reflecting compensation realization
• Form 4 discloses tax-surrender details, showing transparency about the 7,729 shares surrendered to satisfy tax withholding at $7.61 per share

Negative

• Reported beneficial ownership decreased to 271,892 shares following the tax-surrender transaction from 279,621 shares prior to the surrender

Insights

Securities Analyst

TL;DR: Insider vested RSUs and used a share-surrender to satisfy taxes, modest net increase in held shares but reported beneficial ownership declined due to surrender.

The filing documents routine equity compensation activity rather than open-market trading. Fifteen thousand five hundred twenty-five restricted stock units vested and converted into the same number of common shares with no purchase price, consistent with standard employee equity compensation. Seven thousand seven hundred twenty-nine shares were surrendered to satisfy tax withholding obligations at $7.61 per share. Net change reduced reported beneficial ownership from 279,621 to 271,892 shares. This is a standard administrative transaction with limited market impact unless aggregated with other insider sales.

Corporate Governance Expert

TL;DR: This is a routine Form 4 disclosing RSU vesting and tax withholding; it signals compensation realization, not a discretionary sale.

The report indicates the RSU award was granted on August 13, 2021 and vests in installments; the vested units reported here reflect scheduled vesting and tax-related share surrender. The filing includes the 10b5-1 box checked, suggesting at least one transaction may have been executed under a prearranged plan. All disclosures required by Section 16 are present and the signature certifies accuracy. Materiality to investors is low absent larger concurrent insider sales or company events.

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).

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)
08/14/2025

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	08/14/2025		M		15,525	A	$0	279,621	D
Common Stock, par value $0.0001 per share	08/14/2025		F		7,729(1)	D	$7.61	271,892	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)	08/14/2025		M			15,525	(3)	(3)	Common Stock	15,525	$0(2)	0	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 13, 2021 (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	08/15/2025
	** 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 Rohit Ramchandani report on Form 4 for PHLT?

The filing reports 15,525 restricted stock units vested converting to 15,525 common shares and the surrender of 7,729 shares to cover taxes at $7.61 per share.

How did the transactions affect Mr. Ramchandani's beneficial ownership of PHLT?

Beneficial ownership after the reported transactions is 271,892 shares, down from 279,621 prior to the tax-surrender.

Were the vested RSUs paid for by Mr. Ramchandani?

No; the filing states the restricted stock units were awarded at no cost to the reporting person.

When were the restricted stock units originally granted?

The RSU award was granted on August 13, 2021, with vesting in four equal installments subject to service and acceleration terms.

Did the Form 4 indicate the transaction was pursuant to a prearranged plan?

Yes; the form has the box checked indicating a transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the Rule 10b5-1(c) affirmative defense.