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.
Positive
- None.
Negative
- None.
Insights
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
| 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 | -- |
Footnotes (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"). 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. 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. 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. 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.
