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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).

The Vanguard Group filed a Schedule 13G reporting passive ownership of Performant Healthcare Inc. (CUSIP 71377E105) as of 30 Jun 2025. Vanguard and its managed accounts beneficially own 3,920,924 common shares, equal to 5 % of the outstanding class.

Voting authority is minimal: 0 shares held with sole voting power and 58,706 shares with shared voting power. Dispositive authority is larger, with 3,838,322 shares under sole dispositive power and 82,602 shares under shared dispositive power. Vanguard is classified as an investment adviser (IA); the filing certifies that the securities are held in the ordinary course of business and not to influence control of the issuer. The filing was signed by Ashley Grim, Head of Global Fund Administration, on 29 Jul 2025.

On 07/28/2025, Performant Healthcare Inc. (PFMT) director Eric Yanagi filed a Form 4 showing receipt of 35,616 restricted stock units (RSUs), coded 鈥淛,鈥� issued as standard board compensation at $0 cost. Each RSU converts to one common share and vests on the earlier of the company鈥檚 2026 annual meeting or a change-of-control event.

After the grant, the filing lists 381,835 shares held directly by Yanagi and 3,261,675 shares held indirectly via Mill Road Capital II, L.P., for which Yanagi helps direct voting and disposition. Contractual terms give Mill Road the economic benefit of the RSUs, and Yanagi disclaims any direct pecuniary interest beyond his indirect stake.

The transaction is a non-cash, routine equity award rather than an open-market purchase or sale, so it carries limited immediate valuation or liquidity implications for PFMT shareholders.

On 24-25 Jul 2025, Ranger Energy Services (RNGR) director Krishna Shivram filed a Form 4 reporting two insider equity events.

• RSU Grant: 10,712 restricted stock units (Code 鈥淎鈥�) awarded 24 Jul 2025. Each unit converts 1-for-1 into Class A common shares; vest/expiration date: 24 Jul 2026.
• RSU Conversion: On 25 Jul 2025, 8,945 previously issued RSUs were converted into Class A shares (Code 鈥淢鈥�) at a stated value of $12.35. No derivative units remain from this award.

After these transactions, Shivram directly owns 40,850 Class A shares and still holds 10,712 unvested RSUs. No shares were sold, so the director鈥檚 net equity stake increased, modestly reinforcing management鈥搒hareholder alignment. No other insiders or material company events were disclosed in this filing.

Performant Healthcare Inc. (PHLT) 鈥� 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鈥檚 2026 annual shareholder meeting or a defined change-in-control event, thereby aligning the director鈥檚 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.

Form 4 quick take: On 07/28/2025, Performant Healthcare (PHLT) director James LaCamp reported the grant of 35,616 restricted stock units (RSUs) at no cost. Each unit converts to one common share.

Vesting: 100 % of the RSUs vest on the earlier of the company鈥檚 2026 annual shareholder meeting or a Change in Control, as specified in the Amended & Restated 2012 Stock Incentive Plan. Settlement is stock-for-stock, with no cash component.

Post-grant ownership: LaCamp now holds 35,616 derivative securities directly; no sales or open-market purchases of common stock were disclosed in Table I. The filing represents routine director compensation, carries no immediate dilution, and is unlikely to have a material market impact.

On 28 Jul 2025, Performant Healthcare (PHLT) filed a Form 4 indicating that director William D. Hansen was granted 35,616 restricted stock units (RSUs) at no cost. Each RSU converts into one share of common stock and will vest 100% on the earlier of the company鈥檚 2026 annual shareholder meeting or a Change in Control, after which settlement must be in stock. Following the award, Hansen beneficially owns 35,616 derivative securities, all held directly. Table I shows no open-market purchases or sales of common shares.

• No cash consideration鈥攑ure equity incentive.
• Filing involves one reporting person; Hansen remains a director, not a 10 % owner.

On June 18, 2025, Performant Healthcare, Inc. (Nasdaq: PHLT) held its 2025 Annual Meeting of Stockholders with an 86.58% quorum (67,801,465 shares present or represented). The meeting covered two routine governance items:

• Election of three Class I directors鈥擩ames LaCamp, Shantanu Agrawal, and Simeon M. Kohl鈥攅ach received at least 93.7% of votes cast for, ensuring board continuity through the 2028 Annual Meeting.
• Ratification of independent auditor鈥擝aker Tilly US, LLP was confirmed for the fiscal year ending December 31, 2025 with 99.96% shareholder support (65,621,257 for; 13,650 against; 2,166,558 abstain).

No other business, financial results, or strategic actions were disclosed. The filing is limited to Item 5.07 voting results and does not signal any material operational or financial change.