SCHEDULE: Performant Healthcare Acquired; Prescott Group Exits

Performant Healthcare Inc. has been acquired by Continental Buyer, Inc. for $7.75 per share, leading Prescott Group to cease beneficial ownership.

Summary

• Continental Buyer, Inc. completed the acquisition of Performant Healthcare Inc. on October 21, 2025.
• Each outstanding share of Performant Healthcare Inc. common stock was converted into the right to receive $7.75 in cash, without interest.
• Performant Healthcare Inc. now operates as a wholly-owned subsidiary of Continental Buyer, Inc.
• Prescott Group Capital Management, L.L.C. and its affiliated entities (the "Reporting Persons") ceased to be beneficial owners of more than five percent (5%) of Performant Healthcare Inc.'s outstanding securities as a result of the merger.
• This Amendment No. 7 represents the final amendment to the Schedule 13D for the Reporting Persons, serving as an exit filing.

Sentiment

Score: 7

Explanation: The sentiment is positive for the Reporting Persons as they successfully completed their investment cycle by exiting their position at a fixed cash price due to the merger. For the company, it marks a definitive transition to private ownership.

Positives

• Shareholders of Performant Healthcare Inc. received a definitive cash payment of $7.75 per share for their holdings.
• The Reporting Persons successfully exited their investment in Performant Healthcare Inc. at a fixed cash price, concluding their investment cycle.

Negatives

• Performant Healthcare Inc. is no longer a publicly traded company, removing it from public market investment opportunities.

Risks

• The Reporting Persons no longer bear investment risk associated with holding Performant Healthcare Inc. common stock, as they have exited their position.

Future Outlook

Performant Healthcare Inc. is now a wholly-owned subsidiary of Continental Buyer, Inc., transitioning from a publicly traded entity to a private company. For the Reporting Persons, their investment in Performant Healthcare Inc. has concluded.

Industry Context

This transaction represents a consolidation event within the healthcare services sector, where companies may be acquired to integrate services, expand market share, or achieve operational synergies under private ownership. The move from public to private ownership is a common strategy for companies seeking to restructure or pursue long-term strategies away from public market pressures.

Comparison to Industry Standards

• The acquisition of a publicly traded company by a private entity is a standard M&A activity. Without specific financial details of Performant Healthcare Inc. or Continental Buyer, Inc. in this filing, a direct comparison to industry benchmarks for valuation multiples (e.g., EV/EBITDA, P/E) or deal premiums is not possible. However, the fixed cash consideration of $7.75 per share indicates a definitive valuation agreed upon by the parties involved, consistent with typical merger agreements.

Stakeholder Impact

• Shareholders of Performant Healthcare Inc. received cash for their shares, concluding their investment in the public entity.
• Performant Healthcare Inc. employees and operations are now under the ownership and strategic direction of Continental Buyer, Inc.

Next Steps

• For the Reporting Persons, no further public reporting obligations exist regarding their ownership in Performant Healthcare Inc. as they have fully exited their position.

Key Dates

Keywords

Performant Healthcare, acquisition, merger, Prescott Group, Schedule 13D, common stock, cash consideration, private company