Performant Healthcare CFO RSU vesting, tax withholding

Performant Healthcare Chief Financial Officer Rohit Ramchandani exercised 15,525 restricted stock units into common stock on August 14, 2025.

Rhea-AI Filing Summary

Performant Healthcare Chief Financial Officer Rohit Ramchandani exercised 15,525 restricted stock units into common stock on August 14, 2025. In a related tax-withholding disposition, 7,729 common shares were delivered at $7.61 per share. After these transactions he directly holds 271,892 common shares.

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.

Insider Trade Summary

15,525 shares exercised/converted

Exercise 3 txns

Insider Ramchandani Rohit

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	15,525	$0.00	$0.00
Exercise	Common Stock, par value $0.0001 per share	15,525	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.0001 per share	7,729	$7.61	$59K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.0001 per share — 271,892 shares (Direct)

Footnotes (3)

1. F1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units
2. F2. 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. F3. 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.

Key Figures

RSUs exercised: 15,525 units Shares withheld for taxes: 7,729 shares Tax withholding price: $7.61 per share +1 more

4 metrics

RSUs exercised 15,525 units Restricted Stock Units converted into common stock on August 14, 2025

Shares withheld for taxes 7,729 shares Common shares delivered in a tax-withholding disposition on August 14, 2025

Tax withholding price $7.61 per share Per-share value used when shares were delivered to satisfy tax liability

Post-transaction holdings 271,892 shares Common Stock held directly by Rohit Ramchandani after reported transactions

Key Terms

Restricted Stock Units, tax-withholding disposition, Change in Control and Severance Agreement, open trading window

4 terms

Restricted Stock Units financial

"Shares surrendered to pay tax liability due on vesting of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition" for common stock shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Change in Control and Severance Agreement financial

"subject to vesting acceleration pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement"

open trading window financial

"vest in four equal installments on the first day of the next open trading window"

A designated period when company executives, directors and certain employees are permitted to buy or sell their employer’s stock under the company’s trading policy because material information has been disclosed. Think of it like scheduled store hours after a big delivery: it reduces the risk of trading on secret information, and investors watch insider activity during these windows as a signal of how those closest to the business view its prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PHLT's CFO report in this Form 4 insider filing?

Rohit Ramchandani reported an RSU vesting and tax-withholding share delivery. He exercised 15,525 restricted stock units into common stock and 7,729 shares were used to satisfy tax obligations, after which he holds 271,892 common shares directly.

How many restricted stock units did PHLT's CFO exercise on August 14, 2025?

He exercised 15,525 restricted stock units into common stock. These RSUs convert on a one-for-one basis into shares of Performant Healthcare common stock, reflecting a vesting event reported for August 14, 2025 in the Form 4 filing.

How many PHLT shares were withheld for taxes in the reported transaction?

7,729 common shares were delivered to cover tax liabilities. The Form 4 classifies this as a tax-withholding disposition (code F), with the shares valued at $7.61 per share when used to satisfy the associated tax obligation.

What is Rohit Ramchandani's PHLT common stock holding after the Form 4?

He directly holds 271,892 shares of common stock after the transactions. This post-transaction balance reflects his ongoing equity stake in Performant Healthcare, as reported in the holdings section associated with the Form 4 filing.

When were PHLT's CFO restricted stock units granted and how do they vest?

The restricted stock units were granted on August 13, 2021. A footnote explains they vest in four equal installments on open trading windows after each of the first four anniversaries of the grant date, subject to continuous service and possible acceleration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/15/2025 - 05:57 PM Learn about SEC filing dates

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)
08/14/2025

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.