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.
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Performant Healthcare, Inc. is reported to have two related reporting persons disclosing substantial common stock holdings. First Light Asset Management, LLC discloses shared beneficial ownership of 12,183,915 shares, representing 15.42% of the class. Mathew P. Arens discloses aggregate beneficial ownership of 12,923,915 shares, representing 16.36% of the class, comprised of shares held by the Manager plus 210,000 shares and a 530,000-share joint account directly associated with Mr. Arens. The filing states these holdings are in the ordinary course of business and not intended to change or influence control of the issuer.
Simeon M. Kohl, Chief Executive Officer and Director of Performant Healthcare, Inc. (PHLT), reported transactions on August 12 and August 14, 2025. On August 12, 2025, 52,105 restricted stock units (RSUs) vested20,348 shares were disposed of at $7.615 per share (transaction code F) to surrender shares to pay tax liabilities arising from the RSU vesting.
Following the reported transactions, the filing shows 571,409 shares beneficially owned after the vesting event and 551,061 shares beneficially owned after the sale for taxes. The registrant also reports 105,789 RSUs remaining as derivative securities tied to performance-based revenue targets in three tranches ($135M, $155M, $175M) with varying vesting windows up to 48 months.
Simeon M. Kohl, identified as a Director and Chief Executive Officer of Performant Healthcare, Inc. (PHLT), reported equity activity dated 08/11/2025. Two restricted stock unit (RSU) awards converted into common shares: 41,538 and 39,476 units were recorded as acquired, and portions of those vested shares—16,221 and 15,416—were surrendered to satisfy tax withholding obligations at a price of $7.63 per share. After these transactions the reporting person beneficially owned 519,304 shares of PHLT common stock.
The filing discloses that the RSUs were awarded at no cost and were granted on August 8, 2022 and August 5, 2024. Each award vests in four equal installments on the anniversaries of the grant date subject to continued service and potential acceleration under the reporting person’s change-in-control and severance agreement.
Rohit Ramchandani, Chief Financial Officer of Performant Healthcare, Inc. (PHLT), reported transactions dated 08/11/2025 reflecting restricted stock unit activity and related share dispositions to satisfy tax withholding. Two sets of restricted stock units converted to common shares: 23,162 (grant dated 08/08/2022) and 16,267 (grant dated 08/05/2024), each awarded at no cost and vesting in four equal annual installments subject to continued service and change-in-control provisions.
To cover tax liabilities on the vesting, the reporting person surrendered 11,531 and 8,098 shares, disposed at $7.63 per share. The filing shows a reported common stock beneficial ownership level of 253,315 shares following these transactions and 48,792 restricted stock units in aggregate.
Performant Healthcare (PHLT) signed a definitive Agreement and Plan of Merger on 31 Jul 2025 with Continental Buyer, Inc. (Machinify, backed by New Mountain Capital). Prevail Merger Sub will be merged into the Company, which will survive as a wholly-owned subsidiary.
At closing, each outstanding share converts into $7.75 cash; all options, RSUs and PRSUs convert to cash at the same price (PRSUs vest at 100% of target). Closing requires majority shareholder approval, antitrust clearance and no Company Material Adverse Effect. The outside date is 31 Jan 2026 and may be extended three months.
If the deal is terminated under specified circumstances, Performant must pay a $19.98 m break-up fee or reimburse up to $3 m of Parent expenses. Parent has secured debt financing and the Company must provide customary cooperation. A no-shop applies, but the Board retains a fiduciary-out for a superior proposal. The Board also approved success bonuses payable on change-of-control: CEO Simeon Kohl (up to $850 k) and CFO Rohit Ramchandani (up to $551.25 k).
Performant Healthcare Inc. (PHLT) — Form 4 filing
Director Shantanu Agrawal disclosed the award of 35,616 restricted stock units (RSUs) on 28-Jul-2025. Each RSU carries a one-for-one conversion right into common stock at no cost. The grant vests in full on the earlier of the company’s 2026 annual shareholder meeting or a defined change-in-control event, thereby aligning the director’s incentives with long-term shareholder outcomes.
Post-transaction, Agrawal holds 35,616 derivative securities; no common shares were bought or sold and ownership is reported as direct. Because settlement occurs only upon vesting, the filing triggers no immediate cash movement or share-count dilution. The disclosure is routine board-level equity compensation and does not signal operational or financial changes.
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