{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-038741","form_type":"8-K","ticker":null,"cik":"0001550695","company_name":"Performant Healthcare Inc","filed_at":"2025-10-21T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.711350+00:00","generated_at":"2026-05-17T03:01:26.118736+00:00","sec_items":["1.02","2.01","3.03","5.01","5.02","5.03","3.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Performant Healthcare acquired by Continental Buyer in $7.75/share all-cash deal; Nasdaq delisting","bullets":["Merger completed on Oct 21, 2025; each share converted to $7.75 cash.","All outstanding stock options, RSUs, and PRSUs canceled for cash payments based on $7.75.","Board of directors resigned; David Pierre and TG Ganeshan appointed as directors of surviving corp.","Company notified Nasdaq of delisting; trading halted; Form 25 and Form 15 to be filed.","Credit Agreement with Wells Fargo terminated; all obligations paid and liens released."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-038741","json":"https://secwatch.observer/filing/0001140361-25-038741.json","markdown":"https://secwatch.observer/filing/0001140361-25-038741.md","text":"https://secwatch.observer/filing/0001140361-25-038741.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/ef20057448_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:01:26.118736+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d7ff3e47c01e55883bdda9c9f9b08dd58e2b78c0","claim":"Performant Healthcare Inc: Certificate of incorporation amended and restated in its entirety upon merger.","evidence_excerpt":"at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm","confidence":0.4,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"e5203b8c8d1a69e7d8c2095c7ee167d10c5057f0","claim":"Performant Healthcare Inc: By-laws amended and restated in their entirety upon merger.","evidence_excerpt":"at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm","confidence":0.4,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"cc60cdabfb396beba8edbee326c624f96da3d6ca","claim":"Performant Healthcare Inc underwent a change of control involving Continental Buyer, Inc. for $7.75 (closed 2025-10-21).","evidence_excerpt":"appraisal of such Shares in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75 (the “Merger Consideration”). As of immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Stock Option”), whether vested or unvested, that was","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Continental Buyer, Inc."},{"label":"Consideration","value":"$7.75"},{"label":"Closing","value":"2025-10-21"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}