---
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"
generated_at: "2026-05-17T03:01:26.118736+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Performant Healthcare acquired by Continental Buyer in $7.75/share all-cash deal; Nasdaq delisting

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-038741
- form_type: 8-K
- cik: 0001550695
- company_name: Performant Healthcare Inc
- filed_at: 2025-10-21T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.03, 5.01, 5.02, 5.03, 3.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-038741
- JSON: https://secwatch.observer/filing/0001140361-25-038741.json
- Plain text: https://secwatch.observer/filing/0001140361-25-038741.txt

## Key facts
- Governance Changes
  Performant Healthcare Inc: Certificate of incorporation amended and restated in its entirety upon merger.
  - Change: charter amendment
  source text: at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm
- Governance Changes
  Performant Healthcare Inc: By-laws amended and restated in their entirety upon merger.
  - Change: bylaw amendment
  source text: at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm
- M&A Transactions
  Performant Healthcare Inc underwent a change of control involving Continental Buyer, Inc. for $7.75 (closed 2025-10-21).
  - Action: change of control
  - Counterparty: Continental Buyer, Inc.
  - Consideration: $7.75
  - Closing: 2025-10-21
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1550695/000114036125038741/0001140361-25-038741-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.