P3 Health Partners Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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P3 Health Partners Inc. (NASDAQ: PIII) reported the approval of employment inducement equity grants to Aric Coffman, M.D., who will serve as the Chief Executive Officer and President. The grants include a stock option for 12,100,000 Class A shares of Common Stock and a restricted stock unit (RSU) award for 4,400,000 shares of Common Stock. Both awards are subject to vesting conditions based on Dr. Coffman's employment and the company's performance.

HENDERSON, Nev.--(BUSINESS WIRE)-- P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), today reported that the Board of Directors (the “Board”) (including the independent members of the Board) approved the award of employment inducement equity grants to Aric Coffman, M.D. in connection with his agreement to serve as the Company’s Chief Executive Officer and President as follows: effective as of May 9, 2024, the grant of an employment inducement stock option award covering 12,100,000 Class A shares of P3’s common stock, par value $0.0001 (the “Common Stock”), and an employment inducement restricted stock unit (RSU) award covering 4,400,000 shares of Common Stock. The stock option will vest and become exercisable over a four-year period with respect to 25% of the shares subject to the option on the first anniversary of the effective date of Dr. Coffman’s employment, and with respect to the remaining 75% of the shares subject to the option in substantially equal installments on each three-month anniversary over the three (3)-year period thereafter, subject to Dr. Coffman’s continued employment with P3 through the applicable vesting date. The RSU award will be subject to both service-vesting and performance-vesting conditions, such that both conditions must be met for the RSU award to vest, subject to Dr. Coffman’s continued employment with P3 through the applicable vesting date. The service-vesting condition will follow the same vesting schedule as the stock option. The performance-vesting condition will be satisfied upon the closing of P3’s first underwritten offering and sale of its Common Stock. The awards were granted under P3’s 2024 Employment Inducement Incentive Award Plan as employment inducement awards in accordance with Nasdaq Listing Rule 5635(c)(4).

About P3 Health Partners (NASDAQ: PIII):

P3 Health Partners Inc. is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,900 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 27 counties across five states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on LinkedIn and Facebook.com/p3healthpartners.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including statements regarding the employment and compensation of the Company’s new Chief Executive Officer. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those indicated in forward-looking statements include, among others, our ability to continue as a going concern; our potential need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations; our ability to achieve or maintain profitability; our ability to maintain compliance with our debt covenants in the future, or obtain required waivers from our lenders if future operating performance were to fall below current projections, and if there are material changes to management’s assumptions, we could be required to recognize non-cash charges to operating earnings for goodwill and/or other intangible asset impairment; our ability to identify and develop successful new geographies, physician partners, payors and patients; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 28, 2024, as updated by the Company’s other filings with the SEC. All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240509827407/en/

Ryan Halsted

Investor Relations

Gilmartin Group

investors@p3hp.org

Source: P3 Health Partners Inc.

FAQ

Who received the employment inducement equity grants from P3 Health Partners?

Aric Coffman, M.D. received the employment inducement equity grants from P3 Health Partners.

How many Class A shares of Common Stock were covered by the stock option award?

The stock option award covered 12,100,000 Class A shares of Common Stock.

What is the vesting schedule for the stock option award?

The stock option will vest over a four-year period with 25% of the shares subject to the option vesting on the first anniversary of Dr. Coffman's employment.

What conditions are required for the RSU award to vest?

The RSU award is subject to both service-vesting and performance-vesting conditions, requiring Dr. Coffman's continued employment and the closing of P3's first underwritten offering and sale of its Common Stock.