Shantanu Agrawal - 21 Oct 2025 Form 4 Insider Report for Performant Healthcare Inc (PHLT)

Role
Director
Signature
/s/ Rohit Ramchandani, Attorney-in-Fact for Shantanu Agrawal
Issuer symbol
PHLT
Transactions as of
21 Oct 2025
Transactions value $
-$471,719
Form type
4
Filing time
21 Oct 2025, 12:05:08
Previous filing
28 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Agrawal Shantanu Director 900 SOUTH PINE ISLAND ROAD, SUITE 150, PLANTATION /s/ Rohit Ramchandani, Attorney-in-Fact for Shantanu Agrawal 21 Oct 2025 0002014640

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PHLT Common Stock Disposed to Issuer -44.4K -100% 0 21 Oct 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PHLT Restricted Stock Units Disposed to Issuer -$276K -35.6K -100% $7.75 0 21 Oct 2025 Common Stock 35.6K Direct F3, F4
transaction PHLT Restricted Stock Units Disposed to Issuer -$196K -25.3K -100% $7.75 0 21 Oct 2025 Common Stock 25.3K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Shantanu Agrawal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 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.