Kohl Simeon 4
4 · Performant Healthcare Inc · Filed Oct 21, 2025
Insider Transaction Report
Form 4
Kohl Simeon
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−118,419$917,747→ 0 totalExercise: $0.00→ Common Stock (118,419 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−198,320$1,536,980→ 0 totalExercise: $0.00→ Common Stock (198,320 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−91,724$710,861→ 0 totalExercise: $0.00→ Common Stock (91,724 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−105,789$819,865→ 0 totalExercise: $0.00→ Common Stock (105,789 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−198,319$1,536,972→ 0 totalExercise: $0.00→ Common Stock (198,319 underlying) - Disposition to Issuer
Common Stock, par value $0.0001 per share
2025-10-21−619,309→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−41,538$321,920→ 0 totalExercise: $0.00→ Common Stock (41,538 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−25,000$193,750→ 0 totalExercise: $0.00→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-10-21$7.75/sh−91,724$710,861→ 0 totalExercise: $0.00→ Common Stock (91,724 underlying)
Footnotes (5)
- [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.
- [F5]Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that is outstanding immediately prior to the Effective Time (each, a "Performant PRSU") (i) to the extent not vested, shall be deemed to have satisfied such vesting conditions at 100% of target and shall have any time-based vesting conditions waived and (ii) will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (A) the number of Company Shares underlying such Performant PRSU multiplied by (B) the Merger Consideration.