Performant insider shows cash conversion at $7.75 per share

Rhea-AI Filing Summary

Performant Healthcare (PHLT): CEO/Director Form 4 reflects merger-related conversions. On 10/21/2025, 619,309 shares of common stock were disposed and converted into the right to receive $7.75 in cash per share, consistent with the Merger Agreement with Continental Buyer, Inc. Following these transactions, the reporting person held 0 common shares.

All outstanding equity awards were settled in cash: time-based RSUs were canceled for a cash payment equal to shares underlying the award times $7.75, and performance-based RSUs were deemed vested at 100% of target and likewise canceled for cash at $7.75 per underlying share. The filing shows 0 derivative securities remaining after the transactions.

Insights

M&A and Equity Compensation Analyst

Insider holdings converted to cash at $7.75 due to merger.

The insider report records the mechanical effects of the merger: each common share was canceled and converted to a cash right of $7.75 per share as of immediately prior to the Effective Time. The CEO/Director reported disposing of 619,309 common shares on 10/21/2025, resulting in 0 shares held afterward.

Equity awards were treated per plan: time-based RSUs were canceled for a cash payment based on the $7.75 per-share consideration, and performance RSUs were deemed vested at 100% of target before receiving the same cash treatment. Post-transaction, the filing lists 0 derivative securities remaining. This is administratively neutral and reflects merger consideration mechanics.

Insider Trade Summary

Net Seller: 619,309 shares

Net Sell 9 txns

Insider Kohl Simeon

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	25,000	$7.75	$194K
Disposition	Restricted Stock Units	41,538	$7.75	$322K
Disposition	Restricted Stock Units	91,724	$7.75	$711K
Disposition	Restricted Stock Units	91,724	$7.75	$711K
Disposition	Restricted Stock Units	118,419	$7.75	$918K
Disposition	Restricted Stock Units	105,789	$7.75	$820K
Disposition	Restricted Stock Units	198,320	$7.75	$1.54M
Disposition	Restricted Stock Units	198,319	$7.75	$1.54M
Disposition	Common Stock, par value $0.0001 per share	619,309	$0.00	$0.00

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

Footnotes (5)

1. F1. Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger").
2. F2. Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement.
3. F3. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration.
4. F4. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.
5. F5. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that is outstanding immediately prior to the Effective Time (each, a "Performant PRSU") (i) to the extent not vested, shall be deemed to have satisfied such vesting conditions at 100% of target and shall have any time-based vesting conditions waived and (ii) will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (A) the number of Company Shares underlying such Performant PRSU multiplied by (B) the Merger Consideration.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/21/2025 - 12:09 PM Learn about SEC filing dates

FAQ

What did PHLT's CEO report on Form 4?

The CEO/Director reported the disposition of 619,309 common shares on 10/21/2025, converted into the right to receive $7.75 per share in cash.

What cash consideration applied to PHLT common shares?

Each share was canceled and converted into the right to receive $7.75 in cash, without interest and subject to applicable withholding taxes.

How were PHLT restricted stock units (RSUs) treated?

Time-based RSUs were canceled for a cash payment equal to underlying shares times $7.75 per share.

How were PHLT performance RSUs handled?

Performance RSUs were deemed vested at 100% of target and then canceled for a cash payment based on $7.75 per underlying share.

What were the post-transaction holdings for the reporting person?

The filing shows 0 common shares and 0 derivative securities beneficially owned after the transactions.

What event triggered these transactions for PHLT?

They reflect the merger mechanics under the Merger Agreement with Continental Buyer, Inc., effective immediately prior to the Effective Time.

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

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Kohl Simeon

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2025

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	10/21/2025		D(1)(2)		619,309	D	(2)	0	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(3)	10/21/2025		D			25,000	(3)	(4)	Common Stock	25,000(3)	$7.75	0	D
Restricted Stock Units	$0(3)	10/21/2025		D			41,538	(3)	(4)	Common Stock	41,538(3)	$7.75	0	D
Restricted Stock Units	$0(3)	10/21/2025		D			91,724	(3)	(4)	Common Stock	91,724(3)	$7.75	0	D
Restricted Stock Units	$0(5)	10/21/2025		D			91,724	(5)	(4)	Common Stock	91,724(5)	$7.75	0	D
Restricted Stock Units	$0(3)	10/21/2025		D			118,419	(3)	(4)	Common Stock	118,419(3)	$7.75	0	D
Restricted Stock Units	$0(5)	10/21/2025		D			105,789	(5)	(4)	Common Stock	105,789(5)	$7.75	0	D
Restricted Stock Units	$0(3)	10/21/2025		D			198,320	(3)	(4)	Common Stock	198,320(3)	$7.75	0	D
Restricted Stock Units	$0(5)	10/21/2025		D			198,319	(5)	(4)	Common Stock	198,319(5)	$7.75	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger").

2. Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement.

3. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration.

4. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.

5. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that is outstanding immediately prior to the Effective Time (each, a "Performant PRSU") (i) to the extent not vested, shall be deemed to have satisfied such vesting conditions at 100% of target and shall have any time-based vesting conditions waived and (ii) will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (A) the number of Company Shares underlying such Performant PRSU multiplied by (B) the Merger Consideration.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl	10/21/2025
	** Signature of Reporting Person	Date
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