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. 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.
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.
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