Welcome to our dedicated page for P3 HEALTH PARTNERS SEC filings (Ticker: PIII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
P3 Health Partners Inc. filings document a public population health management company with Class A common stock and warrants referenced in Exchange Act reports. The company’s Forms 8-K report operating results, management services agreements under its Care Enablement Model, ACO management arrangements, amendments to unsecured promissory notes, and debt and preferred stock actions tied to capital structure and Nasdaq listing-compliance matters.
Proxy filings describe annual meeting procedures, stockholder voting mechanics and corporate governance matters. The filing record also covers material agreements involving subsidiaries, unregistered equity securities, charter and bylaw amendments, significant holder financing relationships, and disclosures connecting P3’s value-based care model to revenue, medical margin and operating performance.
P3 Health Partners Inc. large shareholder Hudson Vegas Investment SPV, LLC converted 50,000 P3 LLC Units into 50,000 shares of Class A Common Stock on a one-for-one basis. In connection with this redemption, an equal 50,000 shares of Class V Common Stock were forfeited for no consideration.
After the transactions, Hudson Vegas Investment SPV, LLC held 829,651 P3 LLC Units and 829,651 shares of Class V Common Stock, together with 50,000 shares of Class A Common Stock directly. Earlier, on April 11, 2025, the company and P3 LLC effected coordinated 1-for-50 reverse stock splits, and all reported amounts reflect those adjustments.
P3 Health Partners Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class II directors — Amir Bacchus, M.D., Mark Thierer, and Lawrence B. Leisure — to terms expiring at the 2029 annual meeting.
Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the named executive officers. In addition, they approved the issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC in accordance with Nasdaq Listing Rule 5635(d).
P3 Health Partners Inc. announced that it has regained compliance with Nasdaq’s continued listing standards. The company previously received a notice in November 2025 that it failed to meet at least one of the minimum requirements under Nasdaq Listing Rule 5550(b) for the Capital Market.
On May 20, 2026, Nasdaq staff notified the company that, based on its report filed with the SEC on May 15, 2026, P3 Health Partners now complies with Nasdaq Listing Rule 5550(b)(2), which relates to the market value of listed securities. As a result, the company is again in good standing for continued trading on Nasdaq.
P3 Health Partners Inc. reported that its Chief Financial Officer, Leif Elliott Pedersen, received a grant of stock options covering 30,000 shares of Class A common stock. The options have an exercise price of $3.5479 per share, become exercisable on May 8, 2030, and expire on May 8, 2036. Following this award, Pedersen holds stock options for a total of 45,000 shares, reflecting a routine compensation-related equity grant rather than an open-market purchase or sale.
P3 Health Partners Inc. reports actions taken to regain compliance with Nasdaq’s stockholders’ equity requirement under Listing Rule 5550(b)(1), which sets a minimum of $2.5 million in equity. The company undertook a major balance sheet recapitalization.
On April 27, 2026, about $252,479,967 of outstanding promissory notes, including principal, accrued interest and back-end fees, were exchanged into non-convertible, non-voting, non-listed preferred stock. In addition, affiliates of Chicago Pacific Founders agreed to purchase up to $70.0 million of units consisting of Series D 19.5% Cumulative Preferred Stock and warrants, of which $30.0 million of units had been sold.
The unaudited pro forma balance sheet shows long-term debt falling from $259,569 thousand to $63,907 thousand and total stockholders’ equity shifting from a deficit of $(143,548) thousand to positive equity of $82,114 thousand. The company believes it now satisfies Nasdaq’s stockholders’ equity requirement, though Nasdaq will continue to monitor ongoing compliance.
P3 Health Partners Inc. reported Q1 2026 operating revenue of $386.4M, up from $373.2M a year earlier, driven mainly by capitated Medicare Advantage contracts. Medical expense fell sharply, turning operating results from a loss to operating income of $8.2M.
The company posted net income of $3.0M versus a prior-year net loss of $44.2M, and Adjusted EBITDA improved to $25.8M from a loss of $22.2M. However, it still used $27.5M of cash in operating activities, had a working capital deficit of $353.3M, stockholders’ deficit of $143.5M, and long-term debt of $379.3M at double‑digit interest rates.
Management states that substantial doubt exists about the company’s ability to continue as a going concern without additional financing or other actions. After quarter‑end, P3 exchanged about $252.5M of related‑party promissory notes into new preferred stock and raised $30.0M of additional preferred capital with attached warrants, while up to $40.0M more preferred funding remains available under the purchase agreement.
P3 Health Partners reported a sharp improvement in results for the quarter ended March 31, 2026. Total revenue was $386.4 million, up 4% year over year, as per-member revenue rose 14% helped by contract restructuring, rate progression, and illness-burden performance.
The company generated medical margin of $73.7 million, or $231 per member per month, and turned to net income of $3.0 million from a $44.2 million loss a year earlier. Adjusted EBITDA reached $25.8 million, or $81 PMPM, versus a prior-year adjusted EBITDA loss.
At-risk membership was about 106,000 members, down 10% as the company intentionally rationalized its network and payers. Reflecting stronger performance, management raised full-year 2026 adjusted EBITDA guidance to a midpoint of $40 million, within a range of $20–$60 million, on projected revenue of $1.5–$1.65 billion.
P3 Health Partners Inc. is calling a fully virtual 2026 annual stockholder meeting on June 9, 2026. Holders of Class A and Class V common stock as of April 10, 2026, totaling 3,318,290 Class A shares and 3,919,124 Class V shares, may vote.
Stockholders will elect three Class II directors, ratify BDO USA, P.C. as auditor, cast an advisory say‑on‑pay vote, and decide whether to approve the potential issuance of up to 3,341,130 Class A shares upon exercise of warrants held by VBC Growth SPV 5, LLC.
The warrants were issued alongside a Promissory Note providing up to $70 million of funding to subsidiary P3 Health Group, LLC, bearing 19.5% annual interest and various upfront and back-end fees. The proxy also details board structure, committee work, executive pay, and 2025 audit fees of $2,003,400.
P3 Health Partners Inc. entered a major restructuring with its largest investor, Chicago Pacific Founders, to help regain compliance with Nasdaq’s stockholders’ equity requirement. About $252.48 million of promissory note debt will be exchanged into several series of non‑convertible, non‑voting cumulative preferred stock with a $100 stated value per share.
The company also agreed to sell up to $70 million of additional preferred-stock-and-warrant units, of which $10 million closed initially. The new preferred ranks senior to all common stock, carries dividend rates up to 19.5%, and is paired with long-dated warrants for Class A common shares.
P3 Health Partners Inc. is soliciting proxies for its virtual 2026 Annual Meeting on June 9, 2026
The proxy seeks stockholder votes on director elections, ratification of BDO as auditor, a non-binding say-on-pay, and Nasdaq approval under Rule 5635(d) to permit issuance of up to 3,341,130 Class A shares issuable upon exercise of warrants held by VBC Growth SPV 5, LLC. The materials disclose the May 2025 financing that includes a $70.0M promissory note with staged tranches, high interest (19.5% per annum), related warrants at varying exercise prices, and a subordination agreement. The Board recommends votes in favor of the proposals.