Sec Form 4 Filing - Ramchandani Rohit @ Performant Healthcare Inc - 2025-10-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ramchandani Rohit 2. Issuer Name and Ticker or Trading Symbol Performant Healthcare Inc [ PHLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 900 SOUTH PINE ISLAND ROAD, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2025 (Street) PLANTATION, FL33324 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 10/21/2025 D( 1 )( 2 ) 299,101 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 3 ) 10/21/2025 D 23,162 ( 3 ) ( 4 ) Common Stock 23,162 ( 3 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 5 ) 10/21/2025 D 54,181 ( 5 ) ( 4 ) Common Stock 54,181 ( 5 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 3 ) 10/21/2025 D 54,180 ( 3 ) ( 4 ) Common Stock 54,180 ( 3 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 3 ) 10/21/2025 D 39,336 ( 3 ) ( 4 ) Common Stock 39,336 ( 3 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 5 ) 10/21/2025 D 43,589 ( 5 ) ( 4 ) Common Stock 43,589 ( 5 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 3 ) 10/21/2025 D 48,792 ( 3 ) ( 4 ) Common Stock 48,792 ( 3 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 3 ) 10/21/2025 D 91,597 ( 3 ) ( 4 ) Common Stock 91,597 ( 3 ) $ 7.75 0 D Restricted Stock Units $ 0 ( 5 ) 10/21/2025 D 91,596 ( 5 ) ( 4 ) Common Stock 91,596 ( 5 ) $ 7.75 0 D Non-Qualified Stock Options $ 1.74 ( 6 ) 10/21/2025 D 10,000 ( 6 ) ( 4 ) Common Stock 10,000 ( 6 ) $ 7.75 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ramchandani Rohit 900 SOUTH PINE ISLAND ROAD SUITE 150 PLANTATION, FL33324 Chief Financial Officer Signatures /s/ Rohit Ramchandani 10/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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. ( 5 ) 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. ( 6 )Effective immediately prior to the Effective Time, each option to purchase Company Shares, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant Stock Option") will automatically be canceled and converted into the right to receive (without interest) an amount in cash (less applicable withholding taxes) equal to the product of (i) the aggregate number of Company Shares underlying such Performant Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Performant Stock Option.

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