Welcome to our dedicated page for Performant Finl SEC filings (Ticker: PHLT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The PHLT SEC filings page on Stock Titan provides access to historical regulatory documents for Performant Healthcare, Inc., which operated as a public company on Nasdaq before being acquired and taken private. These filings, drawn from the SEC’s EDGAR system, show how Performant reported on its healthcare payment integrity, eligibility, and analytics services business to investors and regulators.
Key filings include Form 10‑K annual reports and Form 10‑Q quarterly reports, where Performant discusses its role in helping healthcare payers identify, prevent, and recover waste and improper payments. In these reports and related exhibits, the company explains its eligibility-based (coordination-of-benefits) and claims-based services, its use of advanced technology, analytics, and proprietary data assets, and the balance of activity between government and commercial healthcare markets.
The page also features multiple Form 8‑K current reports that capture significant events. For example, a June 2025 Form 8‑K details voting results from the 2025 Annual Meeting of Stockholders. An August 1, 2025 Form 8‑K describes the Agreement and Plan of Merger with Continental Buyer, Inc. and Prevail Merger Sub, Inc., including the planned cash consideration for each share of common stock and the treatment of equity awards. Another August 1, 2025 Form 8‑K furnishes preliminary financial results for the quarter ended June 30, 2025 via an attached press release.
A pivotal Form 8‑K dated October 17, 2025 reports that stockholders approved the merger agreement at a special meeting. A subsequent Form 8‑K dated October 21, 2025 documents the completion of the merger, the conversion of outstanding shares into the right to receive cash consideration, the resulting change in control, and the steps to delist and deregister the PHLT shares, including a request for Nasdaq to file Form 25 and the company’s intention to file Form 15.
On Stock Titan, these filings are presented with AI-powered summaries that highlight the most important points from lengthy documents, helping users quickly understand topics such as revenue composition, non‑GAAP measures like adjusted EBITDA, and the legal and financial terms of the merger. Real-time updates from EDGAR ensure that all historical 8‑K, 10‑K, and 10‑Q filings for PHLT are captured, while Form 4 and other ownership-related filings can be used to review historical insider activity prior to the company’s transition to private ownership.
Performant Healthcare (PHLT) completed its sale to Continental Buyer, Inc. on October 21, 2025. At the merger’s effective time, each outstanding share was converted into the right to receive $7.75 in cash, and the company became a wholly owned subsidiary of the buyer.
All stock-based awards were cashed out based on the $7.75 price: options received the intrinsic value, time-based RSUs were paid in cash, and PRSUs vested at 100% of target and were paid in cash. The company terminated its credit agreement, paid in full all amounts due, and released related liens and guarantees. Trading was halted, the company requested Nasdaq to file Form 25 to delist, and it intends to file Form 15 to suspend Exchange Act reporting. The board resigned at closing, buyer designees became directors, and the certificate of incorporation and by-laws were amended and restated.
Performant Healthcare (PHLT) reported that stockholders approved the Agreement and Plan of Merger at a special meeting held on October 17, 2025. The Merger Proposal passed with 56,441,561 votes for, 4,646 against, and 161,806 abstentions. If completed, the Company will become a wholly owned subsidiary of Continental Buyer, Inc., with Prevail Merger Sub, Inc. merging into the Company.
A quorum was present with 56,608,013 shares represented, or 70.37% of the 80,440,418 shares outstanding as of the September 8, 2025 record date. Stockholders also approved, on a non-binding basis, the compensation proposal (33,172,875 for; 22,740,424 against; 694,714 abstain) and approved the adjournment proposal (55,438,023 for; 541,702 against; 628,288 abstain). The Company noted that completion of the merger remains subject to conditions, including regulatory approvals.
Performant Healthcare (PHLT) has entered into a definitive merger agreement dated July 31, 2025, under which Prevail Merger Sub will merge into Performant and Performant will become a wholly owned subsidiary of Continental Buyer, Inc. The Special Meeting to approve the Merger, advisory compensation vote and adjournment vote is scheduled virtually for October 17, 2025, with a Record Date of September 8, 2025 and 80,440,418 shares outstanding.
The proxy discloses anticipated financing of approximately $715,000,000 to fund the transaction, termination fee provisions including a $39,960,000 parent fee and a $19,980,000 company fee, Truist Securities provided a fairness opinion to the Board, and appraisal rights under Delaware law are available to stockholders who follow strict procedures. If consummated, Performant will be delisted and deregistered and will cease SEC reporting.
Glazer Capital, LLC and its managing member Paul J. Glazer filed a Schedule 13G reporting shared voting and dispositive power over 2,474,820 shares of scPharmaceuticals Inc. common stock, representing 4.64% of the class. The filing states the shares are held by funds and managed accounts for which Glazer Capital is investment manager and that the position is not held to influence control of the issuer. The reporting persons provide their business address in New York and identify Glazer Capital as a Delaware LLC and Paul J. Glazer as a U.S. citizen. The filing notes that the reporting persons previously may have been deemed to own more than 5% but have ceased to be beneficial owners of more than five percent as of the date of this statement.
Performant Healthcare, Inc. has entered into a merger agreement dated July 31, 2025, under which Prevail Merger Sub will merge with and into Performant and Performant will become a wholly-owned subsidiary of Continental Buyer, Inc., a vehicle for Machinify (a New Mountain Capital portfolio company). Company stockholders will receive $7.75 in cash per share, a stated premium of approximately 139% over the $3.25 closing price on July 31, 2025. The Merger requires approval by a majority of outstanding voting power as of the record date and, if completed, will result in delisting from Nasdaq and deregistration under the Exchange Act.
The proxy discloses key mechanics and protections: anticipated financing of approximately $715,000,000 via debt commitments to fund the transaction; appraisal rights under Delaware law for holders who follow strict procedures; and termination fee provisions including a $19,980,000 company termination fee and a $39,960,000 parent termination fee. The Board unanimously recommends voting FOR the Merger, the advisory compensation vote, and any adjournment needed to solicit additional proxies.
Glazer Capital, LLC and Paul J. Glazer report a 5.82% ownership stake in Performant Healthcare, Inc. The Schedule 13G shows the Reporting Persons jointly beneficially own 4,595,936 shares of common stock (CUSIP 71377E105). All voting and dispositive power over these shares is reported as shared; neither Glazer Capital nor Mr. Glazer claims sole voting or sole dispositive power. The filing states the position was not acquired to change or influence control of the issuer and notes Glazer Capital acts as investment manager for funds and managed accounts that hold the shares.
Performant Healthcare insider activity: Chief Executive Officer and Director Simeon M. Kohl reported vesting and disposition of restricted stock units and shares. A tranche of 91,725 RSUs vested (awarded at no cost) and converted into common stock, and 35,819 shares were sold at $7.61 per share to cover tax withholding on the vesting. Following these transactions, the reporting person beneficially owned 619,309 shares. The RSUs were originally granted with multi-year, performance-based vesting hurdles tied to 60-day VWAP targets and staggered tranche vesting schedules.
Rohit Ramchandani, Chief Financial Officer of Performant Healthcare, Inc. (PHLT), reported insider transactions on 08/18/2025. The filing shows 54,181 restricted stock units vested (Table II) and were reported as acquired at no cost, increasing his reported holdings to 326,073 shares. Concurrently, 26,972 shares were surrendered to cover tax withholdings at a price of $7.61, leaving a beneficial ownership of 299,101 shares.
The RSUs were originally granted on May 5, 2023 and vest subject to multi-year stock-price performance hurdles based on a 60-day VWAP initial price of $3.16. Vesting is structured in four tranches with escalating price targets of $3.95, $4.74, $5.52, and $6.31 and varying time windows for achievement; unachieved tranches are forfeited.
Simeon M. Kohl, Chief Executive Officer and a director of Performant Healthcare, Inc. (PHLT), reported equity activity on 08/14/2025. The filing shows 20,250 restricted stock units (RSUs) were treated as acquired under a Rule 10b5-1 plan and that the Reporting Person now beneficially owns 571,311 shares of common stock after the transaction. Separately, 7,908 shares were surrendered to cover tax withholding on RSU vesting at an indicated price of $7.61 per share, leaving 563,403 shares beneficially owned in one line of the disclosure.
The RSUs were originally granted on August 13, 2021, vesting in four equal installments tied to service through each anniversary and subject to acceleration under the Reporting Person's change-in-control agreement. The filing is signed by an attorney-in-fact on behalf of Mr. Kohl.
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.
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