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    Amendment: SEC Form SCHEDULE 13D/A filed by Performant Healthcare Inc.

    10/23/25 12:02:46 PM ET
    $PHLT
    Other Consumer Services
    Consumer Discretionary
    Get the next $PHLT alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 7)


    Performant Healthcare Inc

    (Name of Issuer)


    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)


    71377E105

    (CUSIP Number)


    Phil Frohlich
    1924 South Utica Ave., Suite #1120,
    Tulsa, OK, 74104-6429
    (918) 747-3412

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    10/21/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    71377E105


    1 Name of reporting person

    PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    IA



    SCHEDULE 13D

    CUSIP No.
    71377E105


    1 Name of reporting person

    PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    71377E105


    1 Name of reporting person

    PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    71377E105


    1 Name of reporting person

    PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    71377E105


    1 Name of reporting person

    FROHLICH PHIL
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.0001 par value per share
    (b)Name of Issuer:

    Performant Healthcare Inc
    (c)Address of Issuer's Principal Executive Offices:

    900 SOUTH PINE ISLAND ROAD, SUITE 150, PLANTATION, FLORIDA , 33324.
    Item 1 Comment:
    The following constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership ("Prescott Small Cap II", and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership ("Master Fund") and Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $0.0001 per share (the "Common Stock"), of Performant Healthcare, Inc. (f/k/a Performant Financial Corporation), a Delaware corporation (the "Issuer") on March 26, 2020, as amended by Amendment No. 1 filed on October 26, 2020, Amendment No. 2 filed on June 4, 2021, Amendment No. 3 filed on October 7, 2021, Amendment No. 4 filed on January 25, 2022, Amendment No. 5 filed on March 20, 2023, and Amendment No. 6 filed on June 9, 2025. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 of Schedule 13D is amended and restated as follows: The information in Item 4 is incorporated herein by reference.
    Item 4.Purpose of Transaction
     
    Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows: On October 21, 2025 (the "Closing Date"), Continental Buyer, Inc., a Delaware corporation ("Parent"), completed the previously announced acquisition of Issuer, pursuant to the Agreement and Plan of Merger, dated as of July 31, 2025 (the "Merger Agreement"), by and among the Issuer, Parent and Project Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any Common Stock held by (i) the Issuer as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly owned subsidiaries of the Issuer, Parent, or Merger Sub) or (ii) stockholders who have not voted in favor of, or consented in writing to, the adoption and approval of the Merger Agreement, and who are entitled to and have properly demanded appraisal of such Common Stock in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75. The description contained in this Item 4 of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2025 and is incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    Items 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
    (b)
    Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
    (c)
    Except as reported herein, there have been no transactions by the Reporting Persons in the class of securities reported on that were effected within the past 60 days.
    (d)
    The Reporting Persons do not beneficially own any shares of Common Stock.
    (e)
    As a result of the transaction described in Item 4, on October 21, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 7 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich / Managing Member
    Date:10/23/2025
     
    PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich / Managing Member of Prescott Group Capital Management, L.L.C., its general partner
    Date:10/23/2025
     
    PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich / Managing Member of Prescott Group Capital Management, L.L.C., its general partner
    Date:10/23/2025
     
    PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
     
    Signature:/s/ Phil Frohlich
    Name/Title:See Comments
    Date:10/23/2025
     
    FROHLICH PHIL
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich / Self
    Date:10/23/2025
    Comments accompanying signature:
    Phil Frohlich / Managing Member of Prescott Group Capital Management, L.L.C., the general partner of Prescott Group Aggressive Small Cap II, L.P., and the general partner of Prescott Group Aggressive Small Cap, L.P.
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