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Performant Healthcare, Inc.

900 South Pine Island Road, Suite 150

Plantation, Florida 33324

September 10, 2025

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Performant Healthcare, Inc., a Delaware corporation (“Performant” or the “Company”), to be held virtually on October 17, 2025 at 9:00 a.m. ET (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/PHLT2025SM and using the control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of July 31, 2025, by and among Performant, Continental Buyer, Inc., a Delaware corporation (“Continental” or “Parent” and, together with its direct and indirect parent entities and subsidiaries, “Machinify”) and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental (“Merger Sub”). Pursuant to the terms, and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the “Merger”). Machinify is a portfolio company of investment funds managed by New Mountain Capital L.L.C.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The Company has outstanding shares of common stock, par value of $0.0001 per share (“Common Stock” or “Company Shares”), with each holder of Company Shares entitled to one vote per share. The affirmative vote of the holders of a majority of the voting power of the outstanding Company Shares entitled to vote thereon (the “Merger Proposal Vote”) as of the close of business on September 8, 2025 (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a resolution approving an advisory (non-binding) resolution on specified compensation that may be paid or become payable to the named executive officers of Performant in connection with the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal. Additionally, at the Special Meeting, you will be asked to consider and vote on a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy voting at the Special Meeting and entitled to vote on the Adjournment Proposal.

If the Merger is consummated, you will be entitled to receive $7.75 in cash, without interest, for each Company Share that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents a premium of approximately 139% over the closing price of the Common Stock of $3.25 as of July 31, 2025, the last trading day prior to media reports regarding a potential transaction. On September 9, 2025, the last practicable day before the printing of this proxy statement, the closing price of the Company’s Common Stock on the Nasdaq Stock Market was $7.65 per share.

The Board of Directors of Performant (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger (together, the “Transactions”), are advisable, fair to, and in the best interests of Performant and the holders of Common Stock, (ii) approved the Merger Agreement and the Transactions, including the Merger, (iii) directed that the Merger Agreement be submitted for consideration of the holders of Common Stock at the Special Meeting and (iv) resolved to recommend that holders of

Common Stock vote to adopt and approve the Merger Agreement and the Transactions. The Board unanimously recommends that holders of Common Stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The formal Notice of the Special Meeting of Stockholders and the Proxy Statement have been provided as part of this invitation. The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the Proxy Statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Performant from documents we file with the Securities and Exchange Commission from time to time.

It is important that your Company Shares be represented and voted at the Special Meeting, regardless of the size of your holdings. Accordingly, please vote your Company Shares in accordance with the enclosed proxy materials. Your Company Shares cannot be voted unless you sign, date and return the enclosed proxy, submit your proxy by telephone or the internet, or attend the Special Meeting. We cannot consummate the Merger unless the Merger Proposal is approved by the Merger Proposal Vote as of the Record Date.

If you have questions or need assistance voting your Company Shares, please contact:

Sodali & Co.

333 Ludlow Street, 5th Floor

Stamford, Connecticut 06902

Banks and brokerage firms call: (203) 658-9400

Stockholders call: (800) 662-5200

Email: PHLT@investor.sodali.com

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, or determined if the information contained in this document or the accompanying proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Performant Healthcare, Inc., a Delaware corporation (“Performant”, or the “Company”), will be held virtually via live webcast at www.virtualshareholdermeeting.com/PHLT2025SM.com on October 17, 2025 at 9:00 a.m. ET (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting is being held for the following purposes:

We have selected September 8, 2025, as the record date for determining the stockholders entitled to notice of the Special Meeting and to vote at the Special Meeting and at any adjournments or postponements thereof.

The Board unanimously recommends that you vote:

Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. IMPORTANT: Your failure to take any one of these actions—return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting—will result in your shares of the Company’s common stock, par value of $0.0001 per share (“Common Stock”) being counted as a vote “AGAINST” the Merger Proposal. Additionally, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal may have the right to seek appraisal of the fair value of their issued and outstanding Common Stock as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Performant before the vote on the Merger Proposal and fully and properly comply with all statutorily specified requirements under Delaware law, as discussed further in the accompanying proxy statement. Because of the complexity of the Delaware law relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under Delaware law and is

qualified in its entirety by the full text of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement by reference.

September 10, 2025

Sodali & Co.

333 Ludlow Street, 5th Floor

Stamford, Connecticut 06902

Banks and brokerage firms call: (203) 658-9400

Stockholders call: (800) 662-5200

Email: PHLT@investor.sodali.com

900 South Pine Island Road, Suite 150

Plantation, Florida 33324

This proxy statement is being furnished to stockholders of Performant Healthcare, Inc., a Delaware corporation (“Performant,” or the “Company”), in connection with a special meeting to be held virtually via live webcast at www.virtualshareholdermeeting.com/PHLT2025SM on October 17, 2025 at 9:00 a.m. ET (including any adjournments or postponements thereof, the “Special Meeting”), which is described below.

References to the “Company,” “Performant,” “we,” “us” or “our” throughout this proxy statement mean Performant Healthcare, Inc. References to “Continental” or “Parent” throughout this proxy statement mean Continental Buyer, Inc., and references to “Merger Sub” throughout this proxy statement mean Prevail Merger Sub, Inc. In addition, throughout this proxy statement, we refer to: (1) the Agreement and Plan of Merger, dated as of July 31, 2025, as it may be amended from time to time, by and among Continental, Merger Sub and Performant, as the “Merger Agreement”; (2) the merger of Merger Sub with and into Performant, with Performant surviving as a wholly-owned subsidiary of Continental, as the “Merger”; (3) each share of the Company’s Common Stock, par value $0.0001 per share, as the “Common Stock” or “Company Shares”; and (4) the holders of Company Shares as the “Company Stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

This proxy statement is dated September 10, 2025 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about September 10, 2025.

On July 31, 2025, Performant entered into the Merger Agreement providing for the merger of Merger Sub, a wholly-owned subsidiary of Continental, with and into Performant, with Performant surviving the Merger as a wholly-owned subsidiary of Continental. The Board of Directors of Performant (the “Board”) is furnishing this proxy statement and form of proxy card to the holders of Company Shares in connection with the solicitation of proxies to be voted at the Special Meeting.

The proposed transaction is the acquisition (via statutory merger) of Performant by Continental pursuant to the Merger Agreement. If the proposal to adopt the Merger Agreement (the “Merger Proposal”) is approved by the affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock entitled to vote thereon (the “Merger Proposal Vote”) as of the close of business on September 8, 2025 (the “Record Date”) and the other closing conditions set forth in the Merger Agreement have been satisfied or, to the extent permitted by applicable law, waived, Merger Sub will be merged with and into Performant, with Performant surviving the Merger as a wholly-owned subsidiary of Continental. As a result of the Merger, the Common Stock will no longer be publicly traded. Following the effective time of the Merger (the “Effective Time”), we will cooperate with Continental to delist the Common Stock from the Nasdaq Stock Market (“Nasdaq”) and deregister the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following such delisting and deregistration, Performant will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).

Upon consummation of the Merger, you will be entitled to receive $7.75 in cash, without interest (the “Merger Consideration”), less any applicable withholding taxes, for each Company Share that you own as of the Effective Time, unless you have properly exercised and not failed to perfect, waived, withdrawn or otherwise lost your right to appraisal in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”). For example, if you own 100 Company Shares as of the Effective Time, you will be entitled to receive $775.00 in cash in exchange for your Company Shares (less any applicable withholding taxes). You will not be entitled to receive shares in the surviving corporation or in Continental as a result of the Merger.

The Merger Consideration represents a premium of approximately 118% over Performant’s unaffected share price of $3.55 on July 31, 2025, the last trading day prior to media reports regarding a potential transaction. On September 9, 2025, the last practicable day before the printing of this proxy statement, the closing price of the Company Shares was $7.65 per share. You are encouraged to obtain current market quotations for the Company Shares.

The Special Meeting will take place virtually on October 17, 2025, at 9:00 a.m. ET. There will not be a physical meeting location. Company Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/PHLT2025SM and by using the 16 digit control number included in their proxy materials. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

Only stockholders of record of Company Shares as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting. As of the close of business on the Record Date, there were 80,440,418 Company Shares outstanding. Each outstanding Company Share as of the close of business on the Record Date will entitle its holder to one vote, virtually or by proxy, on all matters to be voted on at the Special Meeting.

The purpose of the Special Meeting is to:

Our Board unanimously recommends that you vote:

Approval of the Merger Proposal requires the Merger Proposal Vote as of the Record Date. As a result, the failure to grant a proxy to vote your Company Shares by submitting a signed proxy card, granting a proxy electronically over the Internet or by telephone or to vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal.

In reaching its decision to unanimously adopt, approve and declare advisable the Merger Agreement and the Transactions, and to recommend that the Company Stockholders approve the Merger Proposal, the Board consulted with Performant’s senior management, as well as its legal and financial advisors, and considered the terms of the proposed Merger Agreement and the Transactions, as well as other alternatives. For a more detailed description of these factors, see “The Merger—Recommendation of the Performant Board of Directors and Reasons for the Merger” beginning on page 39 of this proxy statement.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. An abstention from voting for the Compensation Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal.

The Exchange Act, and applicable SEC rules thereunder, require Performant to seek a non-binding advisory vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Performant. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding advisory vote of Company Stockholders.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. An abstention from voting for the Adjournment Proposal will have the same effect as a vote “AGAINST” the Adjournment Proposal.

You may vote your shares in one of several ways, depending upon how you own your shares.

Shares registered directly in your name with Performant Healthcare, Inc. (through our transfer agent, Equiniti Trust Company, LLC):

If your Company Shares are registered directly in your name with our transfer agent you are considered, with respect to those Company Shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by or on behalf of Performant.

If your Company Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such Company Shares and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those Company Shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting and may vote via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

No. Because any Company Shares you may hold in “street name” will be deemed to be held of record by a different stockholder than any Company Shares you hold directly as the stockholder of record, any Company Shares held in “street name” will not be combined for voting purposes with the Company Shares you hold as the stockholder of record. Similarly, if you own Company Shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those Company Shares because they are held in a different form of record ownership. Company Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Company Shares held in an individual retirement account must be voted under the rules governing the account.

Not without your direction. Your bank, broker or other nominee will only be permitted to vote your Company Shares on any “non-routine” proposal if you instruct your bank, broker or other nominee on how to vote. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on routine matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and banks, brokers and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your bank, broker or other nominee on how you wish to vote your Company Shares.

The required vote to approve the Merger Proposal is based on the total number of Company Shares outstanding as of the close of business on the Record Date, not just the Company Shares that are voted at the Special Meeting. If you do not vote virtually or by proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal.

You may change your vote or revoke your proxy at any time prior to the vote at the Special Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Special Meeting, a valid, later-dated proxy. If you submitted your proxy by telephone or the internet, you may change your vote or revoke your proxy with a later telephone or internet proxy, as the case may be. Attendance at the Special Meeting, by itself, will not revoke a proxy. You may revoke your proxy by telephone by

calling the number located on your proxy card and following the instructions or via the internet by going to the internet address on your proxy card and following the instructions.

If you are a stockholder in “street” or “nominee” name, you may revoke your voting instructions by informing the bank, broker or other nominee in accordance with that entity’s procedures for revoking your voting instructions.

All Company Stockholders as of the Record Date may attend and vote at the virtual Special Meeting by visiting www.virtualshareholdermeeting.com/PHLT2025SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person.

At the close of business on the Record Date, we had 80,440,418 shares of Common Stock outstanding. Voting can only take place at the Special Meeting if the holders of a majority of the total number of shares of the Common Stock issued and outstanding and entitled to vote on the record date are present either in person or by proxy. Both abstentions and broker non-votes will be treated as present for purposes of determining the existence of a quorum.

Proposal 1 – Merger Proposal

Approval of the Merger Proposal requires the Merger Proposal Vote as of the Record Date. As a result, the failure to grant a proxy to vote your Company Shares by submitting a signed proxy card, granting a proxy electronically over the Internet or by telephone or to vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal.

Proposal 2 – Compensation Proposal

The affirmative vote of a majority of the voting power of the Common Stock present in person or by proxy and entitled to vote at the Special Meeting is required to approve the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal.

Proposal 3 – Adjournment Proposal

The affirmative vote of a majority of the voting power of the Common Stock present in person or by proxy and entitled to vote at the Special Meeting is required to approve the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The votes will be counted, tabulated and certified by an Inspector of Elections appointed by the board of directors.

If you sell or transfer your Company Shares before consummation of the Merger, you will have transferred your right to receive the Merger Consideration in the Merger. In order to receive the Merger Consideration, you must hold your Company Shares through consummation of the Merger.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your Company Shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Company Shares and each of you notifies the Company in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your Company Shares, but you will have retained your right to vote these Company Shares at the Special Meeting. Even if you sell or otherwise transfer your Company Shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

If you hold your Company Shares in book-entry form but not through the Depository Trust Company, you will receive instructions regarding delivery of an “agent’s message” with respect to such book-entry shares. If your Company Shares are held in “street name” by your bank, broker or other nominee, you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” Company Shares in exchange for the Merger Consideration.

Consummation of the Merger is subject to various closing conditions, including: (i) adoption of the Merger Agreement by the holders of a majority of the voting power of the outstanding Company Shares entitled to vote thereon as of the Record Date, (ii) the expiration or termination of the required waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iii) certain other conditions. The expiration or termination of the applicable waiting period under the HSR Act will occur at 11:59 p.m. ET, on September 22, 2025, unless extended or earlier terminated.

We currently anticipate that the Merger will be consummated in the fourth quarter of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of the Company and Continental, that the Merger will be consummated at a later time or not at all.

The Common Stock is currently registered under the Exchange Act, and is listed on the Nasdaq under the symbol “PHLT.” As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly-owned subsidiary of Continental. As soon as reasonably practicable following the consummation of the Merger, the Common Stock will cease trading on and be delisted from the Nasdaq and will be deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC.

If the Merger Agreement is not adopted by the holders of a majority of the voting power of the outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, Company Stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, the Company will remain a public company, the Common Stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Continental a termination fee of $19,980,000 upon the termination of the Merger Agreement as described under “The Merger Agreement—Company Termination Fee” beginning on page 80 of this proxy statement. In certain circumstances where Continental terminates the Merger Agreement, Performant may be required to reimburse Continental for Continental’s and Merger Sub’s reasonable and documented out-of-pocket costs and expenses incurred in connection with, or in preparation for or anticipation of, the negotiation and performance of the Merger Agreement, up to a maximum aggregate amount of $3,000,000, as described under “The Merger Agreement—Fees and Expenses” beginning on page 81 of this proxy statement.

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these potential interests and considered them, among other matters, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the Company Stockholders. For a description of the potential interests of our directors and executive

officers in the Merger, see “The Merger—Interests of the Directors and Executive Officers of Performant in the Merger” beginning on page 50 of this proxy statement.

We intend to publish final voting results in a Current Report on Form 8-K that we will file with the SEC within four (4) Business Days of the Special Meeting. All reports that we file with the SEC are publicly available when filed. See “Where You Can Find More Information” beginning on page 89 of this proxy statement.

The Merger (in which cash will be received for Company Shares) will be a taxable transaction for U.S. federal income tax purposes. A “U.S. Holder” (as defined below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares” beginning on page 61 of this proxy statement) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder pursuant to the Merger and such U.S. Holder’s adjusted tax basis in the Company Shares surrendered pursuant to the Merger. A “Non-U.S. Holder” (as defined below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares” beginning on page 61 of this proxy statement) generally will not be subject to U.S. federal income tax with respect to the exchange of the Company Shares for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. You are urged to consult your tax advisors to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws. A more complete description of the material U.S. federal income tax consequences of the Merger is provided under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares” beginning on page 61 of this proxy statement.

Effective as of 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) a lump sum cash payment (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.

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 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.

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”) (A) 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 (B) will be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the number of Company Shares underlying such Performant PRSU multiplied by (ii) the Merger Consideration.

Yes. As a holder of record or beneficial owner of Company Shares, you may be entitled to exercise appraisal rights under the DGCL in connection with the Merger only if you take certain actions and meet certain conditions. Under the DGCL, holders of record or beneficial owners of Company Shares who do not vote for the adoption of the Merger Agreement have the right to seek appraisal of the fair value of their Company Shares, as determined by the Delaware Court of Chancery, if the Merger is consummated and if such holder or beneficial owner of the Company Shares complies fully with all applicable requirements of Section 262 of the DGCL. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the consideration that such holder of Company Shares would have received in the Merger. Any stockholder or beneficial owner intending to exercise appraisal rights must, among other things, submit a written demand for

appraisal to Performant before the vote on the adoption of the Merger Agreement is taken and must not vote or otherwise submit a proxy to vote in favor of adoption of the Merger Agreement. Failure to follow exactly the procedures specified under Section 262 of the DGCL will result in the loss of appraisal rights. This discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement by reference. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. See “The Merger—Appraisal Rights” beginning on page 55 of this proxy statement.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if your Company Shares are held in more than one brokerage account or are registered differently, you will receive more than one proxy card or voting instruction card. Please complete, date, sign and return (or grant a proxy to vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive to ensure that all of your Company Shares are voted.

The SEC permits us to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Company Shares held through brokerage firms. If your family has multiple accounts holding Company Shares, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

If you have any more questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or enclosed proxy card, or require assistance in submitting your proxy or voting your Company Shares, please contact:

Sodali & Co.

333 Ludlow Street, 5th Floor

Stamford, Connecticut 06902

Banks and brokerage firms call: (203) 658-9400

Stockholders call: (800) 662-5200

Email: PHLT@investor.sodali.com

If your bank, broker or other nominee holds your Company Shares, you should also call your bank, broker or other nominee for additional information.

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. All statements other than statements of historical fact contained in this proxy statement, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “seek,” “target,” “should,” “will,” “would,” the negative of these words and similar words or expressions. Stockholders are cautioned that any such forward-looking statements, such as statements about the consummation of the proposed Merger and the anticipated benefits thereof, are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference into this proxy statement, and the following factors:

Consequently, there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Performant or its businesses or operations. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included in this proxy statement and elsewhere, including the risk factors included in Performant’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and other reports filed with the SEC.

Forward-looking statements in this proxy statement speak only as of the date on which they are made and are based on management’s current beliefs, as well as assumptions made by, and information currently available to, Performant, all of which are subject to change. Performant can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. Performant undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If Performant does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

We support payers in the healthcare industry with identifying, preventing, and recovering waste and improper payments by leveraging advanced technology, analytics and proprietary data assets. We work with leading national and regional healthcare payers to provide eligibility-based, also known as coordination-of-benefits (COB), services as well as claims-based services. Our eligibility based services involve identifying and recovering payments in situations where our client should not be the primary payer of healthcare claims because a member has other forms of insurance coverage, while our claims-based services include the audit and identification of improperly paid claims. We are a leading provider of these services in both government and commercial healthcare markets. We also provide advanced reporting capabilities, support services, customer care, and stakeholder training programs designed to mitigate future instances of improper payments. Our Common Stock is listed on the Nasdaq under the symbol “PHLT”. Performant is a Delaware corporation with its principal executive offices located at 900 South Pine Island Road, Suite 150, Plantation, FL 33324, telephone number (925) 960-4800. Additional information about Performant is contained in certain of its public filings that are incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 89 of this proxy statement.

Continental Buyer, Inc., a Delaware corporation (which we refer to as “Parent” or “Continental”), is a non-operating holding company that indirectly owns several operating subsidiaries through which Machinify conducts its business.

The principal executive office of Parent is located at 8333 Douglas Ave., Suite 750, Dallas, TX 75225, telephone number (650) 313-2932.

Prevail Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (which we refer to as “Merger Sub”), was formed solely for the purpose of engaging in the transaction contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will merge with and into Performant and will cease to exist. For more information, please see the section of this proxy statement entitled “The Merger—Financing of the Merger” beginning on page 54 of this proxy statement.

The principal executive office of Merger Sub is located at 8333 Douglas Ave., Suite 750, Dallas, TX 75225, telephone number (650) 313-2932.

We are furnishing this proxy statement to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

This proxy statement is being furnished to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on October 17, 2025, at 9:00 a.m. ET. Company Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/PHLT2025SM.

Company Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control and wish to vote at the Special Meeting, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

At the Special Meeting, we will ask the Company Stockholders as of the Record Date to vote on the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If Company Stockholders fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 65 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about September 10, 2025.

Only Company Stockholders of record as of the close of business on September 8, 2025, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at Performant Healthcare, Inc., 900 South Pine Island Road, Suite 150, Plantation, FL 33324, during regular business hours for a period of at least ten (10) days before the Special Meeting.

As of the Record Date, there were 80,440,418 shares of Common Stock issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of Company Stockholders is necessary to transact business at the Special Meeting. Our Bylaws provide that the presence at the Special Meeting, virtually or by proxy, of the holders of a majority of the voting power of our outstanding Company Shares entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting for the transaction of business. In the absence of a quorum, the Special Meeting may be adjourned from time to time to another time and place by the stockholders present or represented at the meeting and entitled to vote thereon. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. Company Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. If a beneficial owner of Company Shares held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

In the event that a quorum is not present at the Special Meeting to transact business or vote on the Merger Proposal, it is expected that the Special Meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Each share of our Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote per share at the Special Meeting.

Approval of the Merger Proposal requires the Merger Proposal Vote as of the close of business on the Record Date. Adoption of the Merger Agreement by Company Stockholders is a condition to the Closing. A failure to vote your Company Shares or an abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal. A failure to vote your Company Shares will have no effect on the Compensation Proposal. An abstention from voting for the Compensation Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Compensation Proposal will have no effect on the Compensation Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Company Shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal. A failure to vote your Company Shares will have no effect on the Adjournment Proposal. An abstention from voting for the Adjournment Proposal will have the same effect as a vote “AGAINST” the Adjournment Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Adjournment Proposal will have no effect on the Adjournment Proposal.

As of the close of business on the Record Date, directors and executive officers of Performant and their affiliates beneficially owned and were entitled to vote, in the aggregate, 7,169,092 shares of Common Stock, which represented approximately 8.9% of the total voting power of the Company Shares and 8.9% of the total voting power of the Common Stock issued and outstanding on that date.

You can vote at the virtual Special Meeting, which will be held virtually at www.virtualshareholdermeeting.com/PHLT2025SM on October 17, 2025 at 9:00 a.m. ET (unless the Special Meeting is adjourned or postponed).

You also may authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Performant offers multiple different voting methods, Performant encourages you to vote over the Internet or by phone as Performant believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

To ensure that your Company Shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your Company Shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

If you are a stockholder of record and your Company Shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC, you may submit your proxy using one of the methods described below.

Voting instructions are included on your proxy card. All Company Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such Company Shares represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal, and will have no effect on the vote regarding the Compensation Proposal and the Adjournment Proposal.

If your Company Shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your Company Shares. You may cause your Company Shares to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Performant does not expect any broker non-votes at the Special Meeting because the Merger Proposal, the Compensation Proposal and the Adjournment Proposal described in this proxy statement are all “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal, and will have no effect on the Compensation Proposal and the Adjournment Proposal. However, if a beneficial owner of Company Shares held in street name gives voting instructions to the bank, broker or other nominee with respect to one of the proposals, but gives no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For Company Shares held in “street name,” only Company Shares affirmatively voted “FOR” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Performant or by sending a written notice of revocation to Performant, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Performant before the Special Meeting.

If you hold your Company Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote virtually at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain instructions on how to vote. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Company Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal.

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. Under the Bylaws, any meeting of stockholders may be adjourned to any other time and place at which a meeting of stockholders may be held under the Bylaws, and the time and place of the adjourned meeting must be announced at the meeting at which the adjournment is taken. Notice of the adjourned meeting is not required if the adjournment is for thirty (30) days or less and no new record date is fixed. However, if the adjourned meeting is scheduled for a date more than thirty (30) days after the originally noticed meeting or if a new record date is fixed, notice must be given in accordance with the Bylaws. At any adjourned meeting at which a quorum is present or represented, the stockholders may transact any business that could have been transacted at the original meeting. The Bylaws further provide that no postponement or adjournment of a meeting, or the announcement thereof, shall commence a new period (or extend any existing period) for stockholder proposals or director nominations.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting, as adjourned by submitting a written notice of revocation, delivering a later-dated proxy, or attending the meeting and voting in person.

In the event that there is present at the Special Meeting, virtually or by proxy, sufficient favorable voting power to secure the vote of the Company Stockholders necessary to adopt the Merger Agreement, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Performant Board of Directors and Reasons for the Merger” beginning on page 39 of this proxy statement, unanimously (1) determined that the Merger Agreement and the Transactions are advisable, fair to, and in the best interests of Performant and the holders of Company Shares (2) approved the Merger Agreement and the Transactions, including the Merger, (3) directed that the Merger Agreement be submitted for consideration of the holders of Company Shares at the Special Meeting and (4) resolved to recommend that holders of Common Stock vote to adopt and approve the Merger Agreement and the Transactions (the matters described in clauses (1) through (4), the “Board Recommendation”).

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained Sodali & Co., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, over the Internet or other means of communication. No additional compensation will be paid for such services.

We currently anticipate that the Merger will be consummated in the fourth quarter of 2025, assuming satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of Performant and Continental, that the Merger will be consummated at a later time or not at all.

If the Merger is consummated, stockholders who do not wish to accept the applicable Merger Consideration are entitled to seek appraisal of the fair market value of their Company Shares under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any and unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, to be paid upon the amount determined to be the fair value. The “fair value” of Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that such holder of Company Shares may receive in the Merger. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal of their Company Shares should recognize that the fair value of their Company Shares determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (1) continuously holds or beneficially owns, as applicable, such shares through the Effective Time, (2) has not consented to the Merger in writing, voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, is a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Performant and to be set forth on the verified list required by Section 262(f) of the DGCL, will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal

rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. For more information, please see the section entitled “The Merger—Appraisal Rights” beginning on page 55 of this proxy statement.

Unless we have received contrary instructions, we or your bank, broker or other intermediary may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of our proxy statement, please notify your bank, broker or other intermediary or us. We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon written or verbal request. Direct your written request to us by email at investors@performantcorp.com, by mail to our principal executive offices at 900 South Pine Island Road, Suite 150, Plantation, FL 33324, Attention: Corporate Secretary, or call us at (925) 960-4800. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their bank, broker or other intermediary or sending a written request to us at the address above.

If you have questions or need assistance voting your Company Shares, please contact:

Sodali & Co.

333 Ludlow Street, 5th Floor

Stamford, Connecticut 06902

Banks and brokerage firms call: (203) 658-9400

Stockholders call: (800) 662-5200

Email: PHLT@investor.sodali.com

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

If the Merger Agreement is adopted by the Company Stockholders and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into Performant, with Performant continuing as the Surviving Corporation and a wholly-owned subsidiary of Continental.

The Common Stock is listed and traded on the Nasdaq under the symbol “PHLT.” As a result of the Merger, Performant will cease to be a publicly traded company and will become a wholly-owned subsidiary of Continental. Our Common Stock will be delisted from the Nasdaq and deregistered under the Exchange Act following the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of either the Surviving Corporation or Continental.

If the Merger Agreement is not adopted as a result of the failure to obtain the Stockholder Approval or if the Merger is not consummated for any other reason, Company Stockholders will not receive any payment for their shares of Common Stock pursuant to the Merger Agreement. Instead, Performant will remain a public company, the Common Stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Common Stock would return to the price at which the Common Stock traded prior to the public announcement of the execution of the Merger Agreement on July 31, 2025 or as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review our business, operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the Company Stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Performant will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, Performant may be required to pay Continental a termination fee, as described under the section titled “The Merger Agreement—Company Termination Fee” beginning on page 80 of this proxy statement.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $7.75 in cash without interest, less any applicable withholding taxes. As of the Effective Time, all such shares of Common Stock shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

Each share of Common Stock held in the treasury of Performant or any owned by Continental or Merger Sub or any direct or indirect wholly-owned subsidiary of Continental, Merger Sub or Performant immediately prior to the Effective Time will automatically be cancelled and shall cease to exist and no consideration or payment shall be delivered in exchange therefor.

Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock of the Surviving Corporation.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Company Stockholder as a result of the Merger (except that of any holder exercising their appraisal rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Continental or the Surviving Corporation.

Each of the paying agent, Performant, the Surviving Corporation, Merger Sub, and Continental will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, Performant, the Surviving Corporation, Merger Sub, or Continental, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts will be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

The following chronology summarizes the negotiations, material contacts and other material events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Special Committee or the representatives of Performant, Machinify, New Mountain Capital (as defined below) or any other parties.

As part of Performant’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and the Company’s management team periodically review, consider and assess Performant’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives to enhance stockholder value.

The Board authorized management to engage Truist in 2019 to provide advice in connection with certain strategic assessments. Over the course of several years commencing in 2019, Performant, with the assistance of Truist, periodically engaged in an evaluation of, among other things, continuing to operate in the ordinary course as a standalone entity, potential acquisitions and merger opportunities, a potential sale of the entire company and potential divestitures of different business segments (including a potential separation and subsequent sale of the Company’s third-party debt recovery business). This exploration of strategic alternatives included Performant and/or Truist contacting numerous participants in Performant’s legacy recovery industry regarding potential strategic transactions. While that outreach resulted in varying degrees of interest in acquiring portions of Performant’s existing businesses, prior to the fourth quarter of 2024 no party expressed any meaningful interest in acquiring Performant in its entirety. Performant executed an initial engagement letter with Truist on May 30, 2019, which was subsequently amended and restated on January 6, 2025.

Towards the end of 2024 and the beginning of 2025, Performant received informal indications of interest from two parties seeking to explore various strategic partnerships or other transactions with Performant. In each such instance, Simeon Kohl, Performant’s Chief Executive Officer and a member of the Board, responded that Performant was not for sale, but if the Board was presented with an acquisition proposal that it believed would or could lead to a transaction that was in the best interests of holders of Company Shares, the Board would consider such proposal. Potential counterparties included Machinify, a portfolio company of investment funds managed by New Mountain Capital L.L.C. (“New Mountain Capital”), and one other private equity firm and one of its portfolio companies (“Party A”).

On November 28, 2024, Mr. Kohl exchanged introductory email correspondence with representatives of Party A.

On December 16, 2024, Mr. Kohl corresponded further by email with representatives of Party A to arrange a meeting scheduled for January 14, 2025, which was subsequently postponed by mutual understanding of both parties.

On December 20, 2024, in response to outreach initiated by a representative of New Mountain Capital, Mr. Kohl exchanged email correspondence with representatives of Machinify and New Mountain Capital to schedule an introductory meeting.

On January 14, 2025, as a result of the correspondence previously exchanged on December 20, 2024, Mr. Kohl met in-person with representatives of Machinify to discuss their respective businesses and potential collaborative possibilities. Information regarding the valuation of Performant was not discussed at this meeting (nor had it been discussed in the parties’ email correspondence to that point), and Mr. Kohl communicated to representatives of Machinify that the Company was not considering a potential transaction at that time.

On January 14, 2025, Mr. Kohl met with representatives of an additional private equity firm and one of its portfolio companies (“Party B”), to discuss their respective businesses and potential opportunities for collaboration. At this meeting, information regarding the valuation of Performant was not discussed, and Mr. Kohl communicated to Party B that the Company was not considering a potential transaction at that time.

On January 24, 2025, Mr. Kohl exchanged further email correspondence with representatives of Party A to schedule a meeting at Performant’s offices in Plantation, Florida.

On January 31, 2025, Mr. Kohl met with representatives of Party A to discuss Party A’s business platform, how Performant may fit within that platform and potential synergies between Performant and Party A. Information regarding the valuation of Performant was not discussed at this meeting (nor had it been discussed in the parties’ email correspondence to that point), and representatives of the Company informed Party A that the Company was not considering a potential transaction at that time.

On February 12, 2025, Mr. Kohl held a virtual meeting with an additional representative of Party A to further discuss the business of Performant and potential synergies with Party A.

On February 19, 2025, Mr. Kohl and Rohit Ramchandani, Performant’s Chief Financial Officer, met with representatives of Truist to review overall healthcare market updates and to discuss potential strategic and financial plans for Performant.

On March 3, 2025, in response to outreach received by Mr. Kohl from representatives of an additional private equity firm and one of its portfolio companies (“Party C”), Mr. Kohl exchanged email correspondence with representatives of Party C to arrange an introductory meeting.

On March 4, 2025, the Board held a regularly scheduled meeting attended by members of the Company’s management team and representatives of Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”), outside legal counsel the Company. At this meeting Mr. Kohl led a discussion regarding potential strategic alternatives for Performant. Mr. Kohl noted the recent uptick in M&A activity within the payment integrity market, with target companies recently seeing stronger valuations. Mr. Kohl further noted that the Company had recently received inbound interest from several parties, including Machinify and Party A. Mr. Kohl then discussed three potential strategic alternatives for the Company: (1) raise additional capital to acquire additional businesses or assets to further grow the Company’s business; (2) entertain potential inbound interest from Machinify and Party A, as well as other potential buyers in pursuing a sale transaction; or (3) continue to grow the Company’s business and increase EBITDA and EBITDA margin as a standalone enterprise. The Board also discussed other potential counterparties, which might include Party B and Party C, with whom the Company might consider engaging in a potential strategic transaction in addition to Machinify and Party A the potential strategic rationale for a strategic transaction with the Company and the likelihood that such parties would be willing or able to consummate such a strategic transaction. The Board also discussed the potential risks of initiating a process to solicit transaction interest from other potential counterparties, including potential public disclosure leaks, management and employee distraction, and adverse impacts on the Company’s business, as well as the risk that the interested parties may not be willing to engage in a transaction following a solicitation process. At this meeting, the Board unanimously agreed that pursuing a potential sale transaction or continuing to grow the business as a standalone enterprise, were the more prudent options at the time of the discussion. Following further discussions on the Company’s strategic alternatives, the Board instructed management to proceed with discussions with Machinify and Party A, as well as with Party B and Party C should such parties continue to show interest, and any other potential buyers who may be identified by Truist or management, with the goal of obtaining initial indications of interest and proposed valuations for the Company, without proceeding with a full sale process.

On March 11, 2025, Mr. Kohl met in-person with representatives of Party C to discuss their respective businesses and potential collaborative possibilities. At this meeting, the parties discussed the potential for a strategic transaction, but information regarding the valuation of Performant was not discussed (nor had it been discussed in the parties’ email correspondence to that point).

On April 10, 2025, the Company entered into a non-disclosure and confidentiality agreement with Machinify, which included a customary 18-month standstill provision.

On April 11, 2025, the Board held a special meeting attended by members of the Company’s management team, as well as representatives of Truist and Pillsbury. At this meeting, Mr. Ramchandani provided an update on ongoing discussions with Truist and reported that the Company and Truist had scheduled meetings with three

parties—Machinify, Party A and Party C—regarding potential strategic transactions. At this point, neither the Company nor Truist had scheduled a subsequent meeting with Party B since the initial meeting held by Mr. Kohl with representatives of Party B on January 14, 2025. Mr. Ramchandani further outlined management’s plan to provide limited due diligence materials in connection with the next proposed rounds of meetings in order to obtain preliminary indications of interest, including proposed valuations for the Company, before offering more comprehensive due diligence or engaging in more detailed negotiations. Representatives of Truist then discussed the Company’s current market valuation and expressed the view that the public markets had not fully recognized the Company’s successful transformation into a “pure-play” healthcare company. Representatives of Truist then reviewed two potential strategies for increasing stockholder value should the Company remain a standalone enterprise: (1) driving EBITDA expansion; or (2) pursuing M&A opportunities to grow the Company’s business. Representatives of Truist further discussed potential considerations relevant to the Company’s ability to finance potential M&A opportunities, including potential investor reactions to additional debt or equity offerings that would be required to finance any such acquisitions. They further observed that certain larger companies in the healthcare market had recently expanded through acquisitions and that multiple entities within the healthcare market appeared to be tracking the Company’s performance. Representatives of Truist also discussed the potential benefits of a targeted market check by the Company with certain potential counterparties (in addition to Machinify and Party A) to aid the Board in assessing whether a potential sale transaction could be an appropriate means of maximizing stockholder value. The Board then authorized the Company’s management team to proceed with the targeted market check as discussed during the meeting.

On April 15, 2025, Mr. Kohl, Mr. Ramchandani and representatives of Truist held in-person management presentations with representatives of Machinify to review Performant’s business and strategic and financial goals.

On April 16, 2025, the Company entered into non-disclosure and confidentiality agreements with Party A and Party C, which included customary 18-month standstill provisions.

On April 17, 2025, Mr. Kohl, Mr. Ramchandani and representatives of Truist held in-person management presentations with representatives of Party A to review Performant’s business and strategic and financial goals.

On April 17, 2025, Mr. Kohl, Mr. Ramchandani and representatives of Truist held in-person management presentations with representatives of Party C to review Performant’s business and strategic and financial goals.

On April 23, 2025, the Board held a regularly scheduled meeting attended by members of the Company’s management team and representatives of Pillsbury. During the course of this meeting, the Board resolved to form a special committee consisting entirely of independent and disinterested directors in order to mitigate any potential conflicts of interest and to monitor and direct the process and procedures for reviewing and evaluating a potential transaction, as well as other potential strategic alternatives, and to make a recommendation to the Board regarding the advisability of any such transaction. Following discussion, the Board adopted resolutions forming a special committee (the “Special Committee”), consisting of directors, Mr. LaCamp, Mr. Yanagi, Mr. Fluegel, Mr. Hansen and Mr. Agrawal. The Board authorized the Special Committee to: (1) consider whether it was appropriate for the Company to engage in any potential strategic transaction; (2) evaluate and negotiate the terms and conditions of any such potential strategic transaction; (3) recommend what actions, if any, should be taken by the Board with respect to any such potential strategic transaction; and (4) evaluate whether any such potential strategic transaction would be in the best interests of the Company and holders of Company Shares. In connection with the authority granted to the Special Committee, the Board retained authority to approve the entry into any form of letter of intent or exclusivity arrangement in connection with a strategic transaction, and to approve final and definitive documentation regarding any such strategic transaction.

On April 23, 2025 and April 24, 2025, at the request of the Company, Truist distributed a process letter to Machinify, Party A and Party C, which requested the submission of initial non-binding indications of interest in respect of a potential strategic transaction with Performant by no later than May 1, 2025.

On April 25, 2025, Mr. Ramchandani and representatives of Truist had separate follow-up meetings with representatives of both Party A and Machinify, in each case to further review certain aspects of the Company’s operations and financial performance.

On April 30, 2025, Mr. Kohl and a representative of Party B had a telephone call to review Party B’s potential involvement in the transaction process.

On May 1, 2025, Machinify submitted a written and non-binding indication of interest to acquire all of the outstanding Company Shares for $4.75 per share in cash (the “Machinify May 1 IOI”).

On May 1, 2025, Party C submitted a written and non-binding indication of interest to acquire all of the outstanding Company Shares for $3.00-$3.25 per share in cash (the “Party C May 1 IOI”).

On May 2, 2025, Party A submitted a written and non-binding indication of interest to acquire all of the outstanding Company Shares for $4.75-$5.25 per share in cash (the “Party A May 2 IOI”).

On May 2, 2025, Truist provided a written summary to the Company’s management team of the financial terms of the Machinify May 1 IOI, the Party A May 2 IOI and the Party C May 1 IOI.

On May 4, 2025, the Company entered into a non-disclosure and confidentiality agreement with Party B, which included a customary 18-month standstill provision.

On May 7, 2025, Mr. Kohl, Mr. Ramchandani and representatives of Truist held management presentations with representatives of Party B to review Performant’s business and strategic and financial goals.

On May 7, 2025, at the request of the Company, Truist distributed a process letter to Party B, in substantially the same form as the process letter previously distributed to Machinify, Party A, and Party C, which requested the submission of an initial non-binding indication of interest for a potential strategic transaction with Performant by no later than May 10, 2025.

On May 10, 2025, Party B submitted a written and non-binding indication of interest to acquire all of the outstanding Company Shares for $6.00 per share in cash (the “Party B May 10 IOI”).

On May 11, 2025, Truist provided a revised written summary to the Company’s management team of the financial terms of the Machinify May 1 IOI, the Party A May 2 IOI, the Party B May 10 IOI and the Party C May 1 IOI.

On May 12, 2025, the Special Committee held a meeting attended by members of Performant’s management and representatives of Pillsbury. At the meeting, representatives of Pillsbury made a presentation to the Special Committee regarding the Board’s fiduciary duties and role in considering and responding to the several indications of interest received by the Company. The Company’s management team then presented a summary of the Machinify May 1 IOI, the Party A May 2 IOI, the Party B May 10 IOI and the Party C May 1 IOI, as prepared by Truist. Mr. Ramchandani reviewed the valuations for the Company provided in each of the several indications of interest and then led a discussion of illustrative and potential future share price scenarios should the Company remain a stand-alone entity. Further, the Company’s management team discussed potential closing and execution risks associated with Party A’s indication of interest given known market overlap between the Company and Party A. The Company’s management team further stated that the minimum price they would consider appropriate at this stage for proceeding with further negotiations regarding a potential transaction and due diligence would be $6.00 per Company Share. Following discussion, the Special Committee determined that the Party C May 1 IOI did not present compelling value for the Company and its holders of Company Shares given the per share price proposed and determined not to prioritize the proposal submitted by Party C. The Special Committee further authorized the Company’s management team to continue negotiations and discussions with Machinify, Party A and Party B to obtain higher Company valuations.

Following the May 12, 2025 Special Committee meeting, Truist informed Machinify, Party A, Party B and Party C that they would need to increase the valuations provided in their respective initial indications of interest in order to proceed with the transaction process.

On May 13, 2025, Truist communicated to each of Machinify, Party A and Party B the Special Committee’s view that the Company valuations provided in each of their respective indications of interest were not sufficient for the Company to share further due diligence information, and offered each such counterparty the opportunity to submit a revised indication of interest.

On May 13, 2025, Truist communicated the Special Committee’s determination to Party C that the Company valuation provided in the Party C May 1 IOI was insufficient to warrant any further negotiations or discussions.

On May 16, 2025, Party B submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $6.00-$6.50 per share in cash (the “Party B May 16 IOI”).

On May 16, 2025, Truist sent a relationship disclosure letter to Pillsbury, and the information was subsequently shared with the Board. The Board did not identify anything in the letter that would affect Truist’s ability to serve as financial advisor to Performant.

On May 18, 2025, Machinify submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $5.10-$5.60 per share in cash (the “Machinify May 18 IOI”).

On May 19, 2025, Party A submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $7.00-$7.50 per share in cash (the “Party A May 19 IOI”).

On May 19, 2025, the Special Committee held a meeting attended by members of Performant’s management and representatives of Truist and Pillsbury. The Company’s management team presented summaries of the Machinify May 18 IOI, the Party A May 19 IOI and the Party B May 16 IOI. Mr. Ramchandani reviewed the Company valuations set forth in each of the revised indications of interest. The Company’s management team further discussed potential closing and execution risks associated with Party A’s indication of interest, given the market overlap between the Company and Party A. Representatives of Truist then reviewed the transaction process to date, including a review of: (1) the original inbound interest received by the Company; (2) the private equity sponsors and related portfolio companies involved in the process and their respective financing sources; (3) the due diligence materials provided to each interested party in connection with the solicitation of the initial indications of interest; and (4) communications with each of the three remaining interested parties regarding the need to increase their proposed valuation of the Company in order to proceed with the transaction process. Representatives of Truist then led a discussion regarding the next steps, including the creation of a virtual data room for more detailed due diligence and a proposed timeline for receiving further revised indications of interest from parties invited to continue in the transaction process. Based on the Machinify May 18 IOI, the Party A May 19 IOI and the Party B May 16 IOI, Truist discussed proceeding in the transaction process solely with Party A and Party B, and informing Machinify that it would be allowed to continue in the transaction process only if it increased the valuation of the Company from that in the Machinify May 18 IOI. Following the discussion and based on the information provided during the course of this meeting, the Special Committee instructed management to continue the transaction process with Party A and Party B and to inform Machinify it would be allowed to proceed only if it provided a revised indication of interest with a higher valuation of the Company than provided for in the Machinify May 18 IOI.

Following the Special Committee meeting, on May 19, 2025, representatives from Truist communicated to Machinify the Special Committee’s determination that Machinify would need to increase the Company valuation provided in the Machinify May 18 IOI in order to continue to participate in the transaction process.

On May 20, 2025, Machinify submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $6.10-$6.60 per share in cash (the “Machinify May 20 IOI”).

As a result of the increased Company valuation contained in the Machinify May 20 IOI, the Special Committee authorized the Company’s management team to proceed with further negotiations and discussions with Machinify and to include Machinify in the next stage of the transaction process.

On May 28, 2025, as directed by the Special Committee, representatives of Truist distributed a procedures letter (the “May 28 Procedures Letter”) to Machinify, Party A and Party B. The May 28 Procedures Letter set forth the procedures for such party’s continued involvement in the transaction process, including access to due diligence materials, scheduling of further management presentations and requests for the review and comment on a form of merger agreement to be subsequently provided. The May 28 Procedures Letter did not include a target date for the submission of revised indications of interest.

On May 30, 2025, Mr. Kohl participated in a phone call with representatives of the private equity sponsor of Party A, during which such private equity sponsor communicated its desire to change the original portfolio company designated as the counterparty for a potential transaction with the Company to a different portfolio company that offered more potential synergies with the Company. During that same phone call, the representatives of the private equity sponsor of Party A also noted it only held 50% of the equity in the replacement portfolio company’s equity and that the other 50% was held by a different private equity sponsor (the replacement portfolio company being referred to herein as “Party X”).

On June 3, 2025, the Special Committee held a meeting attended by members of the Company’s management team and representatives of Pillsbury. At this meeting, the Company’s management team provided an update regarding the status of discussions with the three remaining potential counterparties and an overview of proposed next steps in the

strategic process. Mr. Kohl also informed the Special Committee of the proposed substitution of Party X for substitution of Party X for Party A as a potential transaction counterparty. Mr. Kohl discussed the advantages and disadvantages of the proposed change, including potential increases in competition and regulatory risks that would be associated with a strategic transaction with Party X, and the added complication presented by the fact that two private equity sponsors with equal equity ownership Party X. Following discussion, the Special Committee authorized the Company’s management to proceed with Party X to replace Party A within the existing transaction process.

On June 3, 2025, Party X submitted a written and non-binding indication of interest to acquire all outstanding Company Shares for $7.00–$7.50 per share in cash, and which otherwise mirrored the terms of the Party A May 19 IOI in all material respects (the “Party X June 3 IOI”).

On June 10, 2025, the Special Committee held a meeting attended by members of the Company’s management team and representatives of Pillsbury. At this meeting, the Company’s management team provided an update regarding the status of discussions with the three potential counterparties and an overview of proposed next steps in the transaction process.

On June 12, 2025, the Company entered into a non-disclosure and confidentiality agreement with Party X, which included a customary 18-month standstill provision.

On June 17, 2025, members of the Company’s management team held separate in-person management presentations with representatives of Machinify and Party B.

On June 18, 2025, members of the Company’s management team held in-person management presentations with representatives of Party X.

On June 19, 2025, representatives of Pillsbury made the initial draft of the Merger Agreement available to Machinify, Party X, and Party B in the virtual data room.

On June 20, 2025, the Special Committee held a meeting attended by members of the Company’s management team and representatives of Pillsbury. At this meeting, the Company’s management team provided an update on the management presentations delivered to each of the three remaining potential counterparties in the transaction process, management’s current assessment of which of the remaining counterparties may submit an indication of interest that would provide the greatest value for holders of the Company Shares and next steps in the diligence process. The Company’s management team further updated the Special Committee that based on the due diligence process to date, a target date of mid to late July, 2025 should be anticipated for revised indications of interest from each of the three interested counterparties.

From June 24, 2025 through July 21, 2025, members of the Company’s management team held a series of due diligence meetings with representatives of each of Machinify, Party X and Party B and their respective outside advisors to review the Company’s products, operations, customers, financial model, human resources, tax, technology and intellectual property and legal matters.

On July 8, 2025, the Special Committee held a meeting attended by members of the Company’s management team and representatives of Truist and Pillsbury. Mr. Kohl provided an update on the overall diligence process with each of Machinify, Party X and Party B. Mr. Kohl further recommended to the Special Committee that, based upon the ongoing due diligence process, the date for submission of revised indications of interest be set for July 22, 2025. Representatives of Truist then led a discussion of the current status of discussions with each of the three remaining parties in the transaction process and giving parties until July 22, 2025 to provide revised indications of interest in an effort to create increased competition amongst the three remaining interested counterparties and higher company valuations in each respective revised indication of interest. Following this discussion, the Special Committee determined to set a deadline of July 22, 2025 for revised indications of interest from Machinify, Party X and Party B.

On July 8, 2025, as directed by the Special Committee, representatives of Truist distributed a revised process letter (the “July 8 Process Letter”) to Machinify, Party X and Party B. The July 8 Process Letter requested final non-binding proposals for a potential strategic transaction with Performant by no later than July 22, 2025.

On July 17, 2025, representatives of Machinify submitted a markup of the Company’s draft Merger Agreement. Among other changes, the markup (1) noted that Machinify would obtain a debt commitment letter providing a debt commitment, sufficient together with Machinify’s cash on hand and existing committed debt facilities to cover the entire purchase price, (2) proposed a termination fee payable by the Company in certain circumstances, including in

the event the Company terminated the Merger Agreement to accept a “superior proposal”, of 4.0% of the merger consideration, (3) included an expense reimbursement obligation of up to a maximum of $4,000,000 payable by the Company to Machinify in the event the Merger Agreement was terminated in certain circumstances, and (4) added limitations on the required efforts of Machinify to obtain necessary antitrust and other regulatory approvals.

On July 18, 2025, representatives of Party X submitted a markup of the Company’s draft Merger Agreement. Among other changes, the markup (1) noted that Party X would not require any form of debt commitment in order to pay the aggregate merger consideration, (2) proposed a termination fee payable by the Company in the event the Company terminated the Merger Agreement to accept a “superior proposal” of 4.0% of the merger consideration, (3) included an uncapped expense reimbursement payable by the Company to Party X in the event the Merger Agreement was terminated in certain circumstances, (4) reserved comment on the required efforts of Party X to obtain necessary antitrust and other regulatory approvals, and (5) required voting and support agreements from the Company’s three largest holders of Company Shares.

On July 19, 2025, on behalf of the Company, Truist provided preliminary financial results for the Company, consisting of revenue, net income and adjusted EBITDA, for the second quarter of 2025 and the first half of 2025 to each of Machinify, Party B and Party X.

On July 22, 2025, Machinify submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $7.25 per share in cash (the “Machinify July 22 IOI”).

On July 22, 2025, Party B submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $5.25 per share in cash (the “Party B July 22 IOI”). Party B also provided a memorandum regarding Party B’s comments to the Company’s draft Merger Agreement.

On July 23, 2025, Party X submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $7.00 per share in cash (the “Party X July 23 IOI”).

On July 23, 2025, following consideration of the Machinify July 22 IOI, the Party B July 22 IOI and Party X July 23 IOI by the Company’s management team and members of the Special Committee, the Company’s management team, as directed by the Special Committee, instructed Truist to (1) communicate to both Machinify and Party X that their proposal, when considering value and certainty of close, was undifferentiated relative to other proposals submitted, and ask both parties to increase their respective bids and provide a response by July 25, 2025 and (2) communicate to Party B that its offered price per Company Share of $5.25 was lower than the other offers received and that the Company would not proceed with Party B as part of the transaction process. Truist also communicated to each of Machinify and Party X, requests for certain changes in the comments to the draft Merger Agreement that each had provided, which included, among other things, clarification on their respective financing capabilities and financing structures for the proposed transaction, responses to comments regarding regulatory approval matters, the inclusion of a reverse termination fee and the amount of the Company termination fee payable in certain circumstances.

On July 23, 2025, Truist provided an updated relationship disclosure letter to Pillsbury, which was shared with the Board. The Board did not identify anything in the letter that would impair the ability of Truist to serve as financial advisor to Performant.

On July 25, 2025, Machinify submitted a revised written and non-binding indication of interest to acquire all of the outstanding Company Shares for $7.75 per share in cash (the “Machinify July 25 IOI”). Machinify also responded that it would agree to the payment of a reverse termination fee in the event a closing of the proposed transaction did not occur due to the failure to obtain required regulatory approvals in certain circumstances and agreed to reduce the amount of the proposed Company termination fee to 3.0% of the merger consideration.

On July 25, 2025, Party X communicated to Truist that it would not increase the offer of $7.00 per Company Share as communicated in the Party X July 22 IOI. Party X also communicated that it was not willing to make any changes to its comments to the draft Merger Agreement in response to the Company request received on July 23, 2025.

On July 25, 2025, the Special Committee held a meeting attended by members of the Company’s management team and representatives of Truist and Pillsbury. At this meeting, Mr. Kohl reviewed the terms of the Machinify July 25 IOI, the Party X July 23 IOI and the Party B July 22 IOI, noting that Party X did not increase its proposed Company valuation and was not willing to make any further changes to its comments to the draft Merger Agreement, as contained in the Party X July 23 IOI. Mr. Kohl further noted that a transaction with Party X would present greater regulatory risk than one with Machinify. Representatives of Pillsbury reviewed the material terms of the Merger

Agreement as negotiated to date with Machinify, including the responses provided by Machinify to certain provisions within the Merger Agreement received in connection with the Machinify July 25 IOI. Representatives of Truist provided a further review of the Machinify July 25 IOI and the Party X July 23 IOI, noting: (1) the higher Company valuation provided in the Machinify July 25 IOI as compared to the Party X July 22 IOI; (2) the response from Machinify indicating that it would agree to certain changes to the draft Merger Agreement; and (3) Truist’s understanding that Machinify had completed all due diligence necessary to proceed with the proposed transaction. The Special Committee unanimously resolved to authorize the Company’s management team to negotiate the terms of a definitive Merger Agreement with Machinify, reflecting the terms set forth in the Machinify July 25 IOI. The Special Committee also unanimously adopted resolutions recommending to the Board that the Board: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, was fair to, and in the best interests of Performant and holders of Company Shares, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger be submitted to the holders of Company Shares for its adoption and approval and (d) resolved to recommend that holders of Company Shares vote to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger and direct that such matters be submitted for consideration of the holders of Company Shares at the Special Meeting.

From July 25, 2025 through July 31, 2025, Pillsbury and Ropes & Gray LLP (“Ropes & Gray”), outside legal counsel to Machinify, further negotiated the terms of the definitive Merger Agreement between Performant and Machinify and related documents. Key terms of the Merger Agreement negotiated between the parties included: (1) Machinify’s proposed debt financing structure for the Merger; (2) the Company’s remedies under the Merger Agreement, including the circumstances in which the Company could seek to specifically enforce Machinify’s obligation to the consummate the Merger; (3) the terms of the “no-shop” restrictions, including the terms pursuant to which the Company would be able to accept a “Superior Proposal”; (4) the circumstances in which a termination fee would be payable by the Company or Machinify; (5) the conditions to each party’s obligations to complete the Merger; (6) the circumstances in which the parties could terminate the Merger Agreement; (7) the interim operating covenants applicable to the Company prior to the closing of the Merger and related exceptions to such covenants; and (8) the scope of the representations and warranties provided by the Company pursuant to the Merger Agreement and exceptions to such representations and warranties.

On July 28, 2025, at a regularly scheduled Board meeting, representatives of Truist reviewed with the Board Truist’s preliminary financial analyses with respect to the Company and the proposed Merger and the per share price for the Company Shares contained in the Machinify July 25 IOI.

On July 29, 2025, the Board held a special meeting attended by members of the Company’s management team and representatives of Truist and Pillsbury. Representatives of Truist discussed with the Board Truist’s financial analyses with respect to the Company and the proposed Merger. At the request of the Board, Truist then rendered its oral opinion to the Board on July 29, 2025 (which was subsequently confirmed in writing by delivery of Truist’s written opinion dated July 29, 2025) as to the fairness, from a financial point of view, to the holders of Company Shares of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement reflecting the terms set forth in the Machinify July 25 IOI. For a discussion of Truist’s opinion, please see below under “The Merger – Opinion of Truist Financial, Inc.” beginning on page 42 of this proxy statement.

On July 31, 2025, the Board held a special meeting attended by members of the Company’s management team and representatives of Truist and Pillsbury. Representatives of Pillsbury summarized the material terms of the Merger Agreement, a substantially complete draft of which had been provided to and reviewed by the Board prior to the meeting. Representatives of Pillsbury also discussed certain legal considerations, including an overview of the Board’s fiduciary duties and a summary of key provisions of the Merger Agreement, such as structure, remedies, deal protections, regulatory efforts, the definition of “Company Material Adverse Effect,” and employee matters. Following further discussion and consideration of the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (including the factors as described under “Recommendation of the Performant Board of Directors and Reasons for the Merger” beginning on page 11 of this proxy statement), the Board unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, was fair to, and in the best interests of Performant and holders of Company Shares (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger be submitted to the holders of Company

Shares for its adoption and approval, and (d) resolved to recommend that holders of Company Shares vote to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting.

Following the Board meeting on July 31, 2025, Pillsbury sent a revised draft of the Merger Agreement with Machinify and related documents to Ropes & Gray. Thereafter, Pillsbury, on behalf of Performant, and Ropes & Gray, on behalf of Machinify, conducted conference calls, exchanged email correspondence, and exchanged drafts of the Merger Agreement and related documents. Among other items, the parties negotiated to finalization (1) Performant’s representations, warranties and interim operating covenants, (2) provisions relating to the rights of the Board to change its recommendation to holders of Company Shares with respect to the transaction with Machinify and to accept a “Superior Proposal,” (3) the terms of the termination fee payable by Performant in the event that Performant were to terminate the Merger Agreement to accept a “Superior Proposal” or in certain other circumstances, and (4) covenants regarding employee benefit matters applicable to Performant employees generally.

After the closing of trading of the U.S. stock markets on July 31, 2025, the parties executed the Merger Agreement, and Performant and Machinify issued a joint press release announcing the execution of the Merger Agreement prior to the opening of trading of the U.S. stock markets on August 1, 2025.

At a special meeting held on July 31, 2025, the Board, upon the recommendation of the Special Committee, unanimously: (1) determined that the Merger Agreement and the Transactions are advisable, fair to, and in the best interests of Performant and the Company Stockholders, (2) approved the Merger Agreement and the Transactions, including the Merger, (3) directed that the Merger Agreement be submitted for consideration of the holders of Company Shares at the Special Meeting, and (4) resolved to recommend that the Company Stockholders vote to adopt and approve the Merger Agreement and the Transactions. Accordingly, the Board recommends that the Company Stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

In its determinations and in reaching its recommendations, each of the Board and the Special Committee, as described under “The Merger—Background of the Merger” beginning on page 31 of this proxy statement, held a number of meetings, consulted with Performant management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following (not necessarily presented in order of relative importance) that weighed in favor of the Merger:

The Board considered:

The Board considered:

The Board considered:

The Board considered:

The Board considered:

The Board considered:

In the course of its deliberations, the Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement, including, but not limited to, the following (which are not necessarily presented in order of relative importance):

In addition, the Board was aware of and considered the interests of Performant’s directors and executive officers that may be different from, or in addition to, the interests of the Company Stockholders generally when approving the Merger Agreement and recommending that the Company Stockholders vote to adopt the Merger Agreement. For more information, see the section of this proxy statement titled “The Merger—Interests of the Directors and Executive Officers of Performant in the Merger.”

The foregoing discussion of the information and factors considered by the Board and the Special Committee in reaching their respective conclusions and recommendations is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Board and the Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board and the Special Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board or the Special Committee, but rather the Board and the Special Committee conducted an overall review of the factors described above, including discussions with Performant’s senior management and legal and financial advisors.

The foregoing discussion of the reasoning and consideration of certain factors by the Board and the resulting determinations and recommendation, and certain other information presented in this section, as well as similar information included in this proxy statement, is forward-looking in nature and, therefore, the information should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 21 of this proxy statement. For the reasons described above, and in light of other factors that the Board believed were appropriate to consider, the Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that the Company Stockholders vote in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

On July 29, 2025, Truist rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Truist’s written opinion dated July 29, 2025) as to the fairness, from a financial point of view, to the Company Stockholders of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Truist’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the Company Stockholders of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist’s opinion in this proxy statement is qualified in its entirety by reference to

the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist in preparing its opinion. However, neither Truist’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the Board, the Company, any security holder or any other person should act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Truist conducted such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Truist:

Truist relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Truist’s role in reviewing such data, material and other information was limited solely to performing such review as Truist deemed necessary and appropriate to support its opinion and such review was not conducted on behalf of the Board, the Company or any other person. In addition, management of the Company advised Truist, and Truist assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company. At the Board’s direction, Truist assumed that the Projections provided a reasonable basis on which to evaluate the Company and the Merger, and at the Board’s direction, Truist used and relied upon the Projections for purposes of its analyses and opinion. Truist expressed no view or opinion with respect to the Projections or the assumptions on which they were based. Truist further relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the dates of the information, financial or otherwise, provided to Truist and that there was no information or any facts that would make any of the information discussed with or reviewed by Truist incomplete or misleading.

Truist also relied upon and assumed without independent verification that (a) the representations and warranties of all parties to the Merger Agreement and all of the documents and agreements referred to therein were true and correct; (b) each party to the Merger Agreement and all of the documents and agreements referred to therein would fully and timely perform all of the covenants and agreements required to be performed by such party under the Merger Agreement, and such other documents and agreements, as applicable; (c) the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement therein; and (d) in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the Merger. Truist also assumed that the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Truist in all respects material to its analyses and opinion.

Furthermore, in connection with its opinion, Truist was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative,

off-balance-sheet or otherwise) relating to the Company or any other party to the Merger. Truist did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject. Truist did not express any opinion as to the price or range of prices at which Company Shares could be purchased or sold at any time.

Truist’s opinion was necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to Truist as of, the date of its opinion. Truist has no obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring or information that otherwise comes to its attention after the date of its opinion.

Truist’s opinion only addressed the fairness, from a financial point of view, to the Company Stockholders of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspects or implications of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. Truist was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company or any other party to proceed with or effect the Merger; (ii) the form, structure or any other portion or aspect of the Merger; (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company or any other party (other than the holders of Company Shares in the manner set forth therein); (iv) the relative merits of the Merger as compared to any alternative business strategies that might have existed for the Company or any other party or the effect of any other transaction in which the Company or any other party might have engaged; (v) whether or not the Company, Continental, Merger Sub or any other party was receiving or paying reasonably equivalent value in the Merger; (vi) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents or the fairness of the allocation of any consideration amongst or within classes or groups of security holders or other constituents; (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to, or received by, any advisors, managers, officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. In addition, Truist did not provide any opinion, counsel or interpretation regarding matters requiring legal, regulatory, accounting, insurance, tax, executive compensation, environmental or other similar professional advice. Truist assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Truist relied, with the Board’s consent, on the assessments by the Board, the Company and their respective advisors as to all legal, regulatory, accounting, insurance, tax, executive compensation, environmental or other matters with respect to the Company and the Merger.

Truist’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Truist’s prior written consent. Truist’s opinion is not intended to be, and does not constitute, a recommendation to the Board, the Company, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In performing its analyses, Truist considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Truist’s analyses for comparative purposes is identical to the Company or the Merger. The implied valuation reference ranges indicated by Truist’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company and Truist. Much of the information used in, and accordingly the results of, Truist’s analyses are inherently subject to substantial uncertainty.

Truist’s opinion and analyses were provided to the Board in connection with its evaluation of the proposed Merger and were among many factors considered by the Board in evaluating the proposed Merger. Neither Truist’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Board with respect to the proposed Merger.

The following is a summary of the material financial analyses performed by Truist in connection with its opinion rendered to the Board on July 29, 2025 (which was subsequently confirmed in writing by delivery of Truist’s written opinion dated July 29, 2025). The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Truist’s analyses.

For purposes of its analyses, Truist reviewed a number of financial metrics, including:

Truist considered certain financial data for seven selected companies with publicly traded equity securities described in the table below that Truist, based on its experience and professional judgment and, deemed relevant to Performant in one or more respects, including business sector, operational characteristics, financial metrics, and other factors.

Unless the context indicates otherwise (i) share prices for the selected companies listed below were based on the market price of the common stock of such companies as of July 25, 2025, (ii) the estimates of the future financial performance of the Company were based on the Projections, and (iii) the estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

The financial data reviewed included:

The following table presents the results of this analysis:

Taking into account the results of the selected companies analysis, Truist applied selected ranges of 1.0x to 3.0x to the Company’s 2025E Revenue and 8.2x to 21.1x to the Company’s 2025E Adjusted EBITDA.

The selected companies analysis indicated implied value reference ranges of $1.63 to $5.09 per Company Share based on the Company’s 2025E Revenue and $1.50 to $3.83 per Company Shares based on the Company’s 2025E Adjusted EBITDA, in each case as compared to the Merger Consideration of $7.75 per Company Share in the Merger pursuant to the Merger Agreement and the $3.63 closing price per Company Share on July 25, 2025.

Truist considered certain financial data for certain transactions involving target companies that Truist, based on its experience and professional judgment, deemed relevant to Performant in one or more respects, including business sector, operational characteristics, financial metrics, and other factors. Four target companies, which are referred to in this summary as “scaled” target companies, had an Adjusted EBITDA margin exceeding 10% and three target companies, which are referred to in this summary as “scaling” target companies, had an Adjusted EBITDA margin less than 10%.

With respect to the transactions involving scaled target companies, the financial data reviewed included Enterprise Value as a multiple of EBITDA for the last twelve months, or “LTM EBITDA.” The following table presents the results of this analysis:

With respect to the transactions involving scaling target companies, the financial data reviewed included Enterprise Value as a multiple of Revenue for the last twelve months, or “LTM Revenue.” The following table presents the results of this analysis:

Taking into account the results of the selected transactions analysis, Truist applied a selected range of 12.8x to 21.2x to the Company’s LTM EBITDA for the period ending May 31, 2025, and 1.2x to 2.1x to the Company’s LTM Revenue for the period ending May 31, 2025. The selected transactions analysis indicated an implied value reference range of $1.78 to $2.93 per Company Share based on the Company’s LTM EBITDA and $1.94 to $3.27 per Company Share based on the Company’s LTM Revenue, in each case as compared to the Merger Consideration of $7.75 per Company Share in the Merger pursuant to the Merger Agreement and the $3.63 closing price per Company Share on July 25, 2025.

Truist performed a discounted cash flow analysis of the Company by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of the Company based on the Projections. Truist applied a range of perpetuity growth rates of 3.00% to 5.00%, which were selected by Truist based on its experience and professional judgment, and discount rates ranging from 12.25% to 15.25%, which were selected based on Truist’s experience and

professional judgement and an estimate of Performant’s weighed average cost of capital. The discounted cash flow analysis indicated an implied value reference range of $4.26 to $7.16 per Company Share, as compared to the Merger Consideration of $7.75 per Company Share in the Merger pursuant to the Merger Agreement and the $3.63 closing price per Company Share on July 25, 2025.

Solely for informational purposes and not as part of its analysis with respect to its opinion, Truist noted that the 52-week high trading price of a Company Share was $4.44 on July 10, 2025 and the 52-week low trading price of a Company Share was $2.17 on May 8, 2025, as compared with the Merger Consideration of $7.75 per Company Share in the Merger pursuant to the Merger Agreement and the $3.63 closing price per Company Share on July 25, 2025.

Truist was retained by the Company as its financial advisor based on Truist’s experience and reputation and Truist’s knowledge of the Company and its industry. Truist will receive a fee of approximately $23.7 million for its services to the Company, $1.0 million of which became payable upon the delivery of its opinion and remainder of which is contingent upon the consummation of the Merger. In addition, the Company has agreed to reimburse certain expenses incurred by Truist in connection with its engagement and to indemnify Truist and certain related parties for certain liabilities arising out of its engagement.

Truist and its affiliates (including Truist Bank and Truist Financial Corporation) have provided investment banking and other financial advice and services to the Company, Machinify, their respective affiliates, or other related parties, including New Mountain Capital, its subsidiaries and portfolio companies of investment funds affiliated or associated with New Mountain Capital (collectively, with New Mountain Capital, the “New Mountain Group”), for which advice and services Truist and its affiliates have received compensation. Based on a review of its information management systems, Truist did not identify engagements to provide investment banking, financial advisory or other financial services during the two years prior to the date of its opinion to the Company, Machinify or New Mountain Capital, or any party identified in such information management systems as a member of the New Mountain Group, for which Truist or its affiliates received compensation (other than, in the case of the Company, its current engagement as financial advisor to the Company). Truist and its affiliates may in the future provide investment banking and other financial advice and services to members of the New Mountain Group and their respective affiliates and other related parties for which advice and services Truist and its affiliates would expect to receive compensation. Truist is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Truist and its affiliates may acquire, hold or sell, for Truist and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, Machinify, other members of the New Mountain Group, their respective affiliates and other related parties and any other company that may be involved in the Merger, as well as provide investment banking and other financial services to such companies. In addition, Truist and its affiliates (including Truist Bank and Truist Financial Corporation) have other financing and business relationships with members of the New Mountain Group and their respective affiliates and other related parties.

Except for financial outlooks issued in connection with its ordinary course earnings announcements, Performant does not, as a matter of course, publicly disclose financial forecasts or projections as to future performance, earnings or other results due to, among other reasons, the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with the review of strategic alternatives, Performant’s management prepared unaudited non-public prospective financial information for Performant, on a standalone basis without giving effect to the Merger, for fiscal years 2025 through 2030 (the “Projections”). The Projections were developed solely using the information available to Performant management at the time they were created. The Projections provided a basis for valuation estimates and estimates of illustrative future prices for the Company Shares that were considered by the Board in connection with its evaluation of the Merger in comparison to Performant’s other strategic alternatives, including remaining as a standalone company. The Projections were also provided to Truist, who was authorized and directed to use and rely

upon the Projections for purposes of its financial analyses and opinion, as described under “The Merger—Opinion of Truist Securities, Inc.” beginning on page 42 of this proxy statement. The Projections for fiscal years 2025 through 2030 were made available to potential counterparties to a strategic transaction, including Machinify.

Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Performant’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Performant’s business, in each case, as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Performant’s control.

The following table summarizes the Projections:

The Projections were developed by Performant’s management as then-current estimates of Performant’s future financial performance as an independent company, without giving effect to the Merger, or any changes to Performant’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Projections also do not consider the effect of any failure of the Merger to be completed, and should not be viewed as accurate or continuing in that context. The Projections do not take into account any circumstances, transactions or events occurring after the date on which the Projections were prepared and do not give effect to any changes after the date on which they were made, including as a result of the Merger or any effects of the Merger.

The Projections were not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Performant’s management. Neither Performant’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, made by Performant’s management that Performant’s management believed in good faith were reasonable. Performant’s ability to achieve the financial results contemplated by the Projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Projections not to be achieved include, among others, the effect of macro-economic conditions currently affecting the global economy; Performant’s ability to retain existing customers and acquire new ones; the effects of increased competition; keeping up with the rapid technological change required to remain competitive in Performant’s industry; Performant’s ability to manage its growth effectively and successfully recruit additional qualified personnel; the price volatility of

Company Shares; and other risks identified in Performant’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, and subsequent filings with the SEC, as well as under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this proxy statement. Additional factors that may impact Performant or its business can be found in the various risk factors included in Performant’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Performant’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The Projections may differ from publicized analyst estimates and forecasts. You should evaluate the Projections, if at all, in conjunction with Performant’s historical financial statements and other information regarding Performant contained in its public filings with the SEC. The Projections may not be consistent with Performant’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, Performant does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Projections are not, and should not be considered to be, a guarantee of future operating results. The Projections should not be regarded as an indication that Performant’s management, the Board or any of their respective advisors, or any other person, considered or now considers the Projections to be necessarily predictive of actual future results. Further, the Projections are not fact and should not be relied upon as being necessarily indicative of Performant’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Projections are not calculated in accordance with GAAP. Financial measures such as Adjusted EBITDA are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board, Truist or Machinify. Accordingly, no reconciliation of the non-GAAP financial measures included in the Projections is provided in this proxy statement.

The Projections constitute forward-looking statements. By including the Projections in this proxy statement, none of Performant, the Board, Truist or any of Performant’s or the Board’s respective representatives and advisors has made or makes any representation to any person regarding Performant’s ultimate performance as compared to the information contained in the Projections. The inclusion of the Projections should not be regarded as an indication that the Board, Performant, Truist or any other recipient of the Projections considered, or now considers, the Projections to be predictive of Performant’s actual performance or actual future results, and you should not rely on the Projections as such. For information on factors that may cause Performant’s future results to materially vary, see “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this proxy statement. Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by Performant that the information presented is material. The Projections are included in this proxy statement solely to give the Company Stockholders access to the information that was made available to the Special Committee, the Board, Truist and Machinify, as described above. The Projections are not included in this proxy statement in order to influence any Company Stockholder as to how to vote at the special meeting with respect to the Merger, or whether to seek appraisal rights with respect to their Company Shares.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company Stockholders are cautioned not to place undue reliance, if any, on the Projections.

Certain of Performant’s directors and executive officers may have financial interests in the Merger that are different from, or in addition to, the interests of Company Stockholders generally. The Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Company Stockholders approve the Merger Agreement as more fully discussed above in the section titled “—Recommendation of the Performant Board of Directors and Reasons for the Merger.”

Performant’s executive officers since January 1, 2024 and their respective positions are as follows:

Pursuant to Securities and Exchange Commission rules, this disclosure also covers any former directors or executive officers of Performant who served in such role at any time since January 1, 2024, and therefore covers Performant’s former Vice President and Chief Accounting Officer, Ian A. Johnston, who resigned from this position in May 2024, but continued as an employee of Performant until May 2025.

Performant’s non-employee directors and their respective positions are as follows:

Performant’s directors and executive officers who own Company Shares will receive the Merger Consideration on the same terms and conditions as the other holders of Company Shares in the Merger. The following table sets forth (i) the number of Company Shares owned, as of August 20, 2025, by each of Performant’s directors and executive officers, which, for this purpose, excludes (A) shares subject to outstanding equity awards as of August 20, 2025 and (B) shares held by affiliated entities of such persons and (ii) the estimated value that the executive officers and non-employee directors will receive in respect of such Company Shares in connection with the Merger.

Effective as of immediately prior to the Effective Time, each Performant Stock Option will automatically be canceled and be converted into the right to receive (without interest) a lump sum cash payment (less applicable withholding taxes), equal to the product of (i) the total 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.

The following table sets forth, for each of Performant’s executive officers and non-employee directors, (i) the aggregate number of Company Shares underlying Performant Stock Options held by such individual as of August 20, 2025 and (ii) the estimated value that the executive officers and non-employee directors will receive in respect of such Performant Stock Options in connection with the Merger.

Effective as of immediately prior to the Effective Time, each Performant RSU will automatically be canceled in consideration for the right to receive a lump sum cash payment (less applicable withholding taxes), equal to (i) the total number of shares of Common Stock underlying such Performant RSU multiplied by (ii) the Merger Consideration.

The following table sets forth, for each of Performant’s directors and executive officers, (i) the aggregate number of shares of Common Stock underlying Performant RSUs as of August 20, 2025, and (ii) the estimated value that the executive officers and non-employee directors will receive in respect of such Performant RSUs in connection with the Merger.

Effective as of immediately prior to the Effective Time, each Performant PRSU will (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) automatically be canceled in consideration for the right to receive a lump sum cash payment (less applicable withholding taxes), equal to (A) the total number of shares of Common Stock underlying such Performant RSU multiplied by (B) the Merger Consideration.

The following table sets forth, for each of Performant’s directors and executive officers, (i) the aggregate number of shares of Common Stock underlying Performant PRSUs as of August 20, 2025, and (ii) the estimated value that the executive officers and non-employee directors will receive in respect of such Performant PRSUs in connection with the Merger.

On July 31, 2025, concurrent with its approval of the Merger Agreement, the Board awarded certain employees the opportunity to earn a success bonus upon the consummation of a Change in Control of Performant (as defined under Performant’s Amended and Restated 2012 Stock Incentive Plan), payable in a lump sum upon the Change in Control of Performant (the “Success Bonuses”), subject to the executive officer’s continued service with Performant through the consummation of the Change in Control, and if required by Performant, in its sole discretion, further subject to the executive officer executing a release of claims in favor of Performant in a form acceptable to Performant. The Board designated each of Messrs. Kohl and Ramchandani as eligible to earn a Success Bonus equal to the sum of (a) such executive officer’s base annual compensation ($400,000 and $315,000, respectively), plus (b) an amount equal to the executive officer’s target bonus for the year in which the Change in Control occurs calculated based on actual performance through the Change in Control (with the maximum payout under (b) being equal to 150% of the executive officer’s target bonus opportunity (such amount, $450,000 and $236,250, respectively)).

Messrs. Kohl and Ramchandani each entered into a Change in Control and Severance Agreement with Performant, effective as of April 26, 2024 (respectively, each an “Executive Severance Agreement”).

Pursuant to Mr. Kohl’s Executive Severance Agreement, if his employment terminates as a result of an involuntary termination (as defined in his Executive Severance Agreement) more than three (3) months prior to or twelve (12) months after a change in control (as defined in his Executive Severance Agreement), and subject to Mr. Kohl’s execution of a general release of claims and continued compliance with certain restrictive covenants, Mr. Kohl will be entitled to the following severance benefits: (i) a lump sum cash payment equal to 100% of his then current annual base salary and target bonus opportunity, and (ii) a lump sum cash payment equal to twelve (12) months of health insurance premiums under COBRA for continued coverage.

Further under Mr. Kohl’s Executive Severance Agreement, if his employment terminates as a result of an involuntary termination either within three (3) months prior to or within twelve (12) months after a change in control, and subject to his execution of a general release of claims and continued compliance with certain restrictive covenants, Mr. Kohl will be entitled to the following severance benefits: (i) a lump sum cash payment equal to 150% of his then current

annual base salary and target bonus opportunity; (ii) full acceleration and vesting of all of his then outstanding equity awards subject to time-base vesting (including any performance-based equity awards that were converted into time-based equity awards upon the change in control (as described below)); and (iii) a lump sum payment equal to eighteen (18) months of health insurance premiums under COBRA for continued coverage.

Pursuant to Mr. Ramchandani’s Executive Severance Agreement, if his employment terminates as a result of an involuntary termination (as defined in his Executive Severance Agreement) more than three (3) months prior to or twelve (12) months after a change in control (as defined in his Executive Severance Agreement), and subject to his execution of a general release of claims and continued compliance with certain restrictive covenants, Mr. Ramchandani will be entitled to the following severance benefits: (i) a lump sum cash payment equal to 75% of his then current annual base salary and target bonus opportunity, and (ii) a lump sum cash payment equal to nine (9) months of health insurance premiums under COBRA for continued coverage.

Further under Mr. Ramchandani’s Executive Severance Agreement, if his employment terminates as a result of an involuntary termination either within three (3) months prior to or within twelve (12) months after a change in control, and subject to his execution of a general release of claims and continued compliance with certain restrictive covenants, Mr. Ramchandani will be entitled to the following severance benefits: (i) a lump sum cash payment equal to 100%, of his then current annual base salary and target bonus opportunity; (ii) full acceleration and vesting of all of his then outstanding equity awards subject to time-base vesting (including any performance-based equity awards that were converted into time-based equity awards upon the change in control (as described below)); and (iii) a lump sum payment equal to twelve (12) months of health insurance premiums under COBRA for continued coverage.

In addition, under the Executive Severance Agreements, in the event Messrs. Kohl or Ramchandani is either employed at the time of a change in control or his respective employment terminates as a result of an involuntary termination on or with three (3) months prior to a change in control, and subject to the executive officer’s execution of a general release of claims and his continued compliance with certain restrictive covenants, each performance-based equity award held by the applicable executive officer shall be treated as follows: (i) in the case of a performance-based equity award where performance is measured against Performant’s stock price or similar market-based performance criteria, the performance-based equity award will fully accelerate as of the date of the consummation of the change in control; and (ii) in the case of a performance-based equity award where performance is measured against a business performance metric that is not measured against Performant’s stock price or similar market-based metric, such performance criteria will be deemed satisfied at 100% of target for any unfinished performance period and such performance-based equity award will convert to time based vesting on a ratable basis for the remainder of the original performance period.

As of the date of this proxy statement, to the Company’s knowledge, no executive officer has had discussions, or entered into any agreement, arrangement, or understanding, with the Surviving Corporation, Parent, or any of their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation, Parent, or any of their respective affiliates. It is possible that continuing employees, including executive officers, will enter into new compensation arrangements with the Surviving Corporation, Parent, or their respective affiliates in connection with the Merger. Any such arrangements, if any, will not become effective until after the Effective Date, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all, and neither the Closing nor the Merger is conditioned upon any executive officer or director of the Company entering into any such agreement, arrangement or understanding.

Each of Performant’s executive officers and directors is entitled to the indemnification and insurance benefits in favor of Performant’s directors and executive officers, as described in more detail in “The Merger Agreement—Indemnification and Insurance.”

The information below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of Performant’s “named executive officers” that is based on or otherwise relates to the Merger. Under applicable SEC rules, Performant’s named executive officers for this purpose are Simeon M. Kohl, Rohit Ramchandani and Lisa C. Im.

The named executive officers’ compensation arrangements that are described under the section “The Merger—Interests of the Directors and Executive Officers of Performant in the Merger,” are incorporated herein by reference. For purposes of calculating such amounts, the following assumptions were used:

The amounts shown are estimates based on multiple assumptions and do not reflect compensation actions that could occur after the date of this proxy statement and before the Closing, such as the vesting of currently outstanding Performant RSUs and Performant PSUs, the grant of new equity awards or retention bonuses, and/or any amounts payable under Performant’s annual cash incentive bonus program. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table, titled “Golden Parachute Compensation.”

The Merger Agreement is not conditioned upon receipt of financing by Continental. Continental anticipates that the total amount of funds necessary to consummate the Merger and the related Transactions will be approximately $715,000,000, including the estimated funds needed to (1) pay our stockholders the consideration due to them under the Merger Agreement and (2) make payments in respect of outstanding equity awards of Performant in accordance with their terms and pursuant to the Merger Agreement.

To support the obligations of Continental under the Merger Agreement, Continental obtained debt commitments with various financial institutions subject to customary closing conditions, including the consummation of the Merger.

Pursuant to the terms of the Merger Agreement, the Company agreed to use its reasonable best efforts to cooperate as may be reasonably requested by Continental in connection with the debt financing.

The Closing will take place at 8:00 a.m., Eastern time, on the second (2^nd) Business Day after the date the conditions set forth in the Merger Agreement (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or, to the extent permitted by law, waiver of those conditions at the Closing) have been satisfied or, to the extent permitted by law, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time, or on such other date as Continental and Performant may mutually agree in writing.

On the Closing Date, the parties will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware the certificate of merger in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to consummate the Merger. The Merger will become effective at such time as the certificate of merger is duly filed with such Secretary of State, or at such later time as Continental and Performant agree and specify in the certificate of merger.

If the Merger is consummated, holders of record and beneficial owners of Company Shares who do not vote in favor of the Merger (whether by voting against the Merger, abstaining, or otherwise not voting with respect to the Merger), who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their Company Shares through the effective date of the Merger, who otherwise comply with the statutory requirements of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary (i) to a “stockholder” or a “holder of shares” are to a record holder of Company Shares, (ii) to a “beneficial owner” are to a person who is the beneficial owner of Company Shares held either in voting trust or by a nominee on behalf of such person, and (iii) to a “person” are to any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Performant’s stockholders or beneficial owners exercise their appraisal rights under Section 262. Holders of record and beneficial owners of Company Shares should carefully review the full text of Section 262 as well as the information discussed below. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262, if the Merger is completed, holders of record or beneficial owners of Company Shares who (1) properly submit a written demand for appraisal of such holder’s or owner’s Company Shares to Performant prior to the vote on the Merger at the Special Meeting, (2) do not vote in favor of the Merger, (3) continuously hold (in the case of a holder of record) or own (in the case of a beneficial owner) such Company Shares through the effective date of the Merger, (4) do not validly withdraw their demands or otherwise lose, waive or fail to perfect their rights to appraisal, and (5) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, may be entitled to have their Company Shares appraised by the Delaware Court of Chancery if certain conditions set forth in Section 262 are satisfied and to receive payment of the “fair value” of their Company Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment. If you are a beneficial owner of Company Shares and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand must also (1) reasonably identify the holder of record of the shares for which that demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of such Company Shares and include a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you

consent to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of Company Shares entitled to appraisal exceeds one percent of the outstanding shares of the class of Company Shares eligible for appraisal, or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million. Performant refers to these conditions herein as the “ownership thresholds.” Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, if the proposed merger for which appraisal rights are provided is to be submitted for approval at a meeting of Performant’s stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available pursuant to Section 262 that appraisal rights are available and must include in the notice either a copy of Section 262 or information directing Performant’s stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Performant’s notice to Performant’s stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any holder of record or beneficial owner of shares Company Shares who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or owner’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder or beneficial owner who loses such holder’s or owner’s appraisal rights will be entitled to receive the per share price described in the Merger Agreement without interest and subject to any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of Company Shares, Performant believes that if a stockholder or a beneficial owner is considering exercising such rights, that stockholder or beneficial owner should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their Company Shares must do ALL of the following:

Additionally, the demanding stockholder or beneficial owner or another stockholder or beneficial owner who has properly demanded appraisal or the Surviving Corporation must file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such persons within one hundred twenty (120) days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so. Accordingly, it is the obligation of Company Stockholders or beneficial owners to take all necessary action to perfect their appraisal rights in respect of Company Shares within the time prescribed in Section 262.

After an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

A stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Performant, before the vote on the Merger at the Special Meeting, a written demand for the appraisal of such holder’s or beneficial owner’s Company Shares. In addition, that stockholder or beneficial owner must not vote or submit a proxy in favor of the Merger. A vote in favor of the Merger, virtually at the Special Meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal with respect to such stockholder’s or beneficial owner’s shares. A stockholder exercising appraisal rights must hold of record the Company Shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Merger. A beneficial owner exercising appraisal rights must own the Company Shares on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the Merger. For a stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger or abstain from voting on the Merger. Neither voting against the Merger nor abstaining from voting or failing to vote on the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger at the Special Meeting will constitute a waiver of appraisal rights.

A holder of record of Company Shares is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of Company Shares by a holder of record must reasonably inform Performant of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s Company Shares. A demand for appraisal in respect of such Company Shares should be executed by or on behalf of the beneficial owner and must reasonably inform Performant of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (1) reasonably identify the holder of record of the Company Shares for which the demand is made, (2) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). If the shares with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity, and if the shares are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two (2) or more joint stockholders or beneficial owners, as applicable, may execute

a demand for appraisal on behalf of a stockholder or beneficial owner, as applicable; however, the agent must identify the stockholder or stockholders or beneficial owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the stockholder or stockholders or beneficial owner or owners, as applicable. A stockholder, such as a broker, bank or other nominee, who holds shares as a nominee for others, may exercise his, her or its right of appraisal with respect to shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the stockholder.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Performant Healthcare, Inc.

900 South Pine Island Road, Suite 150

Plantation, Florida 33324

If a person who has made a demand for an appraisal in accordance with Section 262 shall deliver to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s Company Shares in accordance with subsection (e) of Section 262, either within sixty (60) days after the effective time of the Merger or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery shall not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however that any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered upon the Merger within sixty (60) days after the effective time of the Merger.

If the Merger is completed, within ten (10) days after the effective date of the Merger, the Surviving Corporation will notify each record holder of Company Shares who has properly made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Merger, and any beneficial owner who has properly demanded appraisal in accordance with Section 262, that the Merger has become effective and the effective date thereof.

Within one hundred twenty (120) days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any person who has demanded appraisal of such person’s shares and otherwise complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the “fair value” of the Company Shares held by all persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Performant’s stockholders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the “fair value” of the Company Shares. Accordingly, any persons who desire to have their shares appraised by the Delaware Court of Chancery should initiate all necessary action to perfect their appraisal rights in respect of their Company Shares within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within one hundred twenty (120) days after the effective date of the Merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger and with respect to which Performant has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting person within ten (10) days after receipt by the Surviving Corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a person and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the Surviving Corporation and all of the persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of any such notices will be borne by the Surviving Corporation.

At the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery will dismiss appraisal proceedings as to all of the persons who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of the class of Company Shares eligible for appraisal or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

After the Delaware Court of Chancery determines the persons entitled to appraisal, and that at least one of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the Company Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest accrued before such voluntary cash payment, unless paid at that time. In Weinberger v. UOP, Inc., Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that, absent deficiencies in the sale process, the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the fair value of the Company Shares is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares,

together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although Performant believes that the per share price in the Merger is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and holders of record and beneficial owners of Company Shares should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share price. Neither Performant nor Continental anticipates offering more than the per share price to any stockholder or beneficial owner exercising appraisal rights, and each of Performant and Continental reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the fair value of a share of Company Shares is less than the per share price. If a petition for appraisal is not timely filed, neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or other requirements imposed by Section 262 to seek and perfect appraisal are not satisfied, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of judgment under such subsection (a “Reservation”). In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its Company Shares under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s Company Shares will be deemed to have been converted at the Effective Time into the right to receive the per share price as provided in the Merger Agreement. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the effective date of the Merger, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or if the person delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal in accordance with Section 262.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such Company Shares for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, if neither of the ownership thresholds above has been satisfied in respect of the persons seeking appraisal rights, or if such person delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares within sixty (60) days after the effective date of the Merger, then the right of such person to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a Reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the effective date of the Merger.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a person’s statutory appraisal rights. In that event, you will be entitled to receive the per share price in the Merger for your dissenting shares in accordance with the Merger Agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of Company Shares whose Company Shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their Company Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate, gift or alternative minimum tax). In addition, this summary does not address (i) the potential application of the Medicare net investment income surtax, (ii) any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), (iii) the rules regarding qualified small business stock within the meaning of Section 1202 or 1045 of the Code, or (iv) the U.S. federal income tax consequences to holders of Company Shares that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder, or both, as the context may require.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances, including, but not limited to:

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Company Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding Company Shares and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of Company Shares who or that is, or is treated as, for U.S. federal income tax purposes:

The Merger (in which cash will be received for Company Shares) will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Company Shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Company Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Company Shares is more than one (1) year at the time of the consummation of the Merger. If a U.S. Holder acquired different blocks of Company Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Shares. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses.

Payments made to a U.S. Holder in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption must complete and return to the exchange agent a properly executed IRS Form W-9 certifying under penalties of perjury that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided on such IRS Form W-9 is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from payments to a U.S. Holder under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for such an exemption.

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of Company Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership or a disregarded entity for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

With respect to the third bullet point above, Performant believes it is not a USRPHC. Because the determination of whether Performant is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no assurance Performant is not a USRPHC. Even if Performant is a USRPHC, gain arising from the sale or other taxable disposition of Company Shares by a Non-U.S. Holder will not be subject to U.S. federal income tax if Company Shares is “regularly traded” on an “established securities market,” as both terms are defined by applicable Treasury Regulations and such Non-U.S. Holder owned, actually and constructively, 5% or less of Company Shares throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid information reporting and backup withholding by providing the exchange agent with the applicable and properly completed and executed IRS Form W-8 certifying that the Non-U.S. Holder is not a United States person or by otherwise establishing an exemption to information reporting and backup withholding requirements. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Subject to the terms and conditions of the Merger Agreement, Performant and Continental agree to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable (and in any event no later than the End Date), the Merger and the transactions contemplated by the Merger Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers and authorizations, and expiration or termination of any waiting periods from governmental authorities and the making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a proceeding by, any governmental authorities; Continental and its affiliates are not, however, required to divest substantial assets or license, or hold separate, assets or terminate existing relationships and contractual rights, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties

(provided that the failure to obtain such consent from third parties shall not be deemed a breach of the Merger Agreement), and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of the Merger Agreement.

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Performant and Continental each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Performant and Continental filed their respective HSR Act notifications on August 22, 2025. The waiting period under the HSR Act is set to expire at 11:59 p.m. ET, on September 22, 2025, unless extended or earlier terminated. The DOJ or the FTC may extend the waiting period by issuing a Request for Additional Information and Documentary Materials (a “Second Request”). If either agency issues a Second Request, the waiting period will be extended until thirty (30) days after the parties substantially comply with the request, unless extended or earlier terminated.

Performant and Continental (and their respective affiliates, if applicable) have each agreed to as soon as reasonably practicable, such information or documentary materials requested by the DOJ or FTC under the HSR Act or by any other governmental authority under applicable antitrust laws in connection with the Merger and the other Transactions, including any information or Documentary Materials required to be submitted to substantially comply with a request for additional information in order to commence or end a statutory waiting period.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC or other governmental authorities could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under applicable antitrust laws under certain circumstances.

If the Merger is consummated, following the Effective Time, the Company Shares will cease trading on the Nasdaq and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

The discussion of the terms of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Performant in accordance with the DGCL, whereupon the separate existence of Merger Sub will cease, and Performant will continue as the Surviving Corporation in the Merger. At the Effective Time, as a result of the Merger, the Surviving Corporation will become a wholly-owned subsidiary of Continental, and the Company Shares will no longer be publicly traded. In addition, after the Effective Time, the Common Stock will be delisted from the Nasdaq and will be deregistered under the Exchange Act. The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such other time as Performant, Continental and Merger Sub may agree and specify in the certificate of merger).

The Closing will take place as soon as practicable (and, in any event, at 8:00 a.m., Eastern time on the second (2^nd) Business Day following the satisfaction or waiver of all conditions to the Closing (as described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)), unless the Merger Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties to the Merger Agreement. On the Closing Date, the parties will execute and deliver a certificate of merger with the Secretary of State for the State of Delaware for filing as provided under the DGCL. The Merger will become effective upon the filing and acceptance for record of the certificate of merger, or at such other time as may be agreed by the parties in writing and specified in the certificate of merger.

At the Effective Time, all property, rights, privileges, immunities, powers and franchises of Performant and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of Performant and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Under the Merger Agreement, the officers and directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Continental as of the Effective Time will be the officers and directors of the Surviving Corporation from and after the Effective Time, each to hold office until the earlier of their death,

resignation, removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law. At the Effective Time, the certificate of incorporation of Performant will be amended and restated to read in its entirety as set forth in Exhibit A to the Merger Agreement, and the by-laws of Performant will be amended and restated to read in their entirety as set forth in Exhibit B to the Merger Agreement, and each will govern the Surviving Corporation until, subject to the indemnification requirements provided by the Merger Agreement, amended in accordance with applicable law.

At the Effective Time, other than the Excluded Shares, each Company Share issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive the Merger Consideration. As of the Effective Time, all such Company Shares will no longer be issued and outstanding and will automatically be canceled and will cease to exist, and each holder of such Company Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement.

At the Effective Time, each Company Share held in the treasury of Performant or any of its subsidiaries and any Company Shares owned by Continental or Merger Sub or any of direct or indirect wholly owned subsidiaries of the Company, Continental or Merger Sub immediately prior to the Effective Time will automatically be canceled and cease to exist and no consideration will be delivered in exchange therefor.

At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid, nonassessable share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Effective as of 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.

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.

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.

Prior to the Effective Time, Continental will appoint a nationally recognized bank or trust company reasonably acceptable to Performant to act as the payment agent (the “Payment Agent”). Prior to the Effective Time, Continental will deposit (or cause to be deposited) with the Payment Agent the aggregate per share Merger Consideration for each Company Share (other than Excluded Shares) outstanding as of immediately prior to the Effective Time.

Promptly after the Effective Time (and in any event no later than two (2) Business Days after the Effective Time), the Surviving Corporation will send (or cause the Payment Agent to send) to each record holder of Company Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration a letter of transmittal and instructions in forms reasonably satisfactory to Performant and Continental (which will specify (i) that delivery will be effected, and risk of loss and title will pass, only upon delivery or transfer of the certificates (if certificated) formerly evidencing such Company Shares (the “Certificates”), and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss and delivery of an indemnity bond reasonable in amount, if requested by Continental, in lieu of the Certificates)).

Each Company Stockholder that has converted their Company Shares into the right to receive the Merger Consideration will be entitled to receive the Merger Consideration in respect of the Company Shares represented by a Certificate upon (1) surrender to the Payment Agent of a Certificate (or an affidavit of loss and delivery of an indemnity bond reasonable in amount, if requested by Continental, in lieu of the Certificate), together with a completed and executed letter of transmittal, or (2) receipt of an “agent’s message” by the Payment Agent (or such other evidence of transfer as the Payment Agent may reasonably request), together with a completed and executed letter of transmittal, in the case of a book-entry transfer of Company Shares and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. No holder of non-certificated Company Shares represented by book-entry shall be required to deliver a Certificate to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive.

Any cash deposited with the Exchange Agent not claimed by the Company Stockholders on the first anniversary of the Effective Time, will be delivered to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, upon demand, and any such holder who has not exchanged Company Shares for the Merger Consideration in accordance with the exchange procedures in the Merger Agreement prior to that time will thereafter look only to Continental for payment of the Merger Consideration.

The Merger Agreement contains representations and warranties of Performant, and Continental and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Performant are qualified as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any event, circumstance, development, occurrence, fact, condition, effect, or change (each, an “Effect”) that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the business, results of operations, financial conditions, or assets of Performant and its subsidiaries, taken as a whole, or (b) the ability of Performant to timely perform its obligations under the Merger Agreement or consummate the Transactions on a timely basis; provided, however, that, for the purposes of clause (a), a Company Material Adverse Effect shall not be deemed to include any Effect (alone or in combination) arising out of, relating to, or resulting from the following:

Except that any Effect referred to in items (1), (3), (4), (5), (6) or (10) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur if it has a disproportionate effect on Performant and its subsidiaries, taken as a whole, compared to other participants in the industries in which Performant and its subsidiaries conduct their businesses.

In the Merger Agreement, Performant made customary representations and warranties to Continental and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, Continental and Merger Sub made customary representations and warranties to Performant that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things: