Performant Healthcare, Inc. Merger Agreement with Continental Buyer, Inc.

SEC Filing 8-K (0001550695-25-000061)

Performant Healthcare, Inc. has entered into an Agreement and Plan of Merger with Continental Buyer, Inc. and its subsidiary, Prevail Merger Sub, Inc. The merger, approved by Performant's Board of Directors, will result in Performant becoming a wholly owned subsidiary of Continental Buyer. Shareholders of Performant will receive $7.75 per share in cash, subject to customary closing conditions, including shareholder approval and regulatory clearances. The merger is expected to close by January 31, 2026, with a possible three-month extension. The agreement includes provisions for the treatment of stock options, restricted stock units, and other equity awards, ensuring that holders of these securities receive appropriate cash payments. The merger is considered a significant event for Performant, as it will result in a change of control and the delisting of its common stock from the Nasdaq Stock Market.