Form 4: Performant Healthcare CEO Converts Equity in Merger

Performant Healthcare Inc. CEO Simeon Kohl reports the conversion of common stock and restricted stock units into cash following the company's merger with Continental Buyer, Inc.

Summary

• Simeon Kohl, Chief Executive Officer and Director of Performant Healthcare Inc. (PHLT), reported changes in his beneficial ownership due to a corporate merger.
• The changes stem from the Agreement and Plan of Merger, dated July 31, 2025, between Performant Healthcare, Inc., Continental Buyer, Inc., and Prevail Merger Sub, Inc.
• As a result of the merger, Performant Healthcare, Inc. has become a wholly-owned subsidiary of Continental Buyer, Inc.
• Each share of Performant's Common Stock outstanding immediately prior to the merger's effective time was canceled and converted into the right to receive $7.75 in cash.
• All outstanding restricted stock unit (RSU) awards, including both time-based and performance-based (PRSU) units, were canceled in exchange for a lump sum cash payment equal to the number of underlying shares multiplied by the $7.75 merger consideration.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, resulting in a cash payout for shareholders and equity award holders. This is a definitive positive event for those holding the stock, though it marks the end of the company's independent public trading status.

Positives

• Shareholders, including the CEO, received a definitive cash payment of $7.75 per share for their common stock.
• All outstanding restricted stock units (RSUs) and performance-based restricted stock units (PRSUs) were converted into cash payments at the merger consideration price, with performance conditions for PRSUs deemed satisfied at 100% target and time-based conditions waived.

Negatives

• Performant Healthcare Inc. ceased to be an independent publicly traded company, becoming a wholly-owned subsidiary of Continental Buyer, Inc.
• Existing equity awards under the Company's Amended and Restated 2012 Stock Incentive Plan expired as part of the merger.

Future Outlook

Performant Healthcare, Inc. has become a wholly-owned subsidiary of Continental Buyer, Inc., and as such, will no longer operate as an independent publicly traded entity.

Industry Context

This transaction represents a consolidation within the healthcare services or related industries, where a private entity (Continental Buyer, Inc.) acquired a public company (Performant Healthcare, Inc.). Such mergers are common strategies for growth, market expansion, or achieving operational synergies.

Comparison to Industry Standards

• The cash merger consideration of $7.75 per share represents the specific valuation for Performant Healthcare, Inc. at the time of acquisition. This Form 4 does not provide financial performance data, valuation multiples, or strategic rationale for the merger, which would be necessary to compare against industry benchmarks or specific comparable companies such as Change Healthcare, Cotiviti, or OptumInsight.
• The conversion of equity awards (RSUs, PRSUs) into cash at the merger price is a standard practice in M&A transactions to ensure all equity holders receive fair value and to simplify the post-merger equity structure.

Stakeholder Impact

• Shareholders: Received $7.75 cash per share, realizing a definitive value for their investment.
• Employees (with equity awards): Received cash payments for their RSUs and PRSUs, with performance conditions waived and time-based conditions satisfied, providing liquidity and value for their compensation.

Key Dates

Keywords

Performant Healthcare, PHLT, Merger, Acquisition, Simeon Kohl, CEO, Director, Beneficial Ownership, Restricted Stock Units, RSU, PRSU, Cash Consideration, SEC Form 4