| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Yanagi Eric | Director | 328 PEMBERWICK ROAD, GREENWICH | /s/ Eric Yanagi | 22 Oct 2025 | 0001789758 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PHLT | Common Stock, $0.0001 par value | Disposed to Issuer | -3,261,675 | -100% | 0 | 21 Oct 2025 | See footnote | F1, F2, F3 | ||
| transaction | PHLT | Common Stock, $0.0001 par value | Other | -381,835 | -100% | 0 | 21 Oct 2025 | Direct | F4, F5 |
Eric Yanagi is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| 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 | The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mr. Yanagi is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
| F4 | Represents the cancelation (as described in footnote 5 below) of the Reporting Person's indirect pecuniary interest in restricted stock units ("RSUs") granted by the Company to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the Company's board of directors. Each RSU represented the right to receive one share of Common Stock. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Person that does not have Section 13(d) beneficial ownership of any securities of the Company, had the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi had no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
| F5 | 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. |