Form SCHEDULE 13G Endava plc Filed by: PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Endava plc (Name of Issuer) |
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Class A Ordinary Share of Endava plc (Title of Class of Securities) |
(CUSIP Number) |
05/11/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,698.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,913,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,913,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,913,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Prescott Group Aggressive Mid Cap, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
210,004.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
FROHLICH PHIL | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,698.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Endava plc | |
| (b) | Address of issuer's principal executive offices:
125 OLD BROAD STREET, LONDON, UNITED KINGDOM, EC2N 1AR. | |
| Item 2. | ||
| (a) | Name of person filing:
Prescott Group Capital Management, L.L.C. ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P. ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P. ("Prescott Small Cap II" and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P. ("Master Fund"), Prescott Group Aggressive Mid Cap, L.P. ("Prescott Mid Cap") and Mr. Phil Frohlich. | |
| (b) | Address or principal business office or, if none, residence:
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104 | |
| (c) | Citizenship:
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Prescott Mid Cap is an Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen. | |
| (d) | Title of class of securities:
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Class A Ordinary Share of Endava plc | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each of Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 2,123,698 American Depositary Shares ("ADS(s)") of Endava plc (the "Issuer") as of the date hereof. Of the 2,123,698 ADSs, 1,913,694 ADSs are held in the account of the Master Fund, of which the Small Cap Funds are general partners. The remaining 210,004 ADSs are held in the account of Prescott Mid Cap. Prescott Capital serves as the general partner and investment manager of both the Small Cap Funds and Prescott Mid Cap, and may direct the Small Cap Funds, the general partners of the Master Fund, and Prescott Mid Cap to direct the vote and disposition of such ADSs. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of such ADSs. | |
| (b) | Percent of class:
Each ADS represents the right to receive one (1) Class A Ordinary Share of the Issuer. As such, each of Prescott Capital and Mr. Phil Frohlich are the beneficial owners of approximately 5.4%, each of the Master Fund and the Small Cap Funds are the beneficial owners of approximately 4.9%, and Prescott Mid Cap is the beneficial owner of approximately 0.5% of the outstanding shares of Class A Ordinary Shares of the Issuer. This percentage is determined by dividing 2,123,698, 1,913,694, and 210,004, respectively, by 39,397,924, the number of shares of Class A Ordinary Shares outstanding as of November 7, 2025, as reported in Exhibit 99.1 (Notice of Annual General Meeting) from the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 12, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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.
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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.