What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-28 · 224 added, 93 removed, 254 unchanged (56% of the section changed)

5 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weaknesses described below, our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2023.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the Company’s disclosure control and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

Management’s annual report on internal control over financial reporting

2 unchanged sentences

Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weaknesses in our internal control over financial reporting described below.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

As we are a non-accelerated filer, management’s report was not subject to attestation by our independent registered public accounting firm pursuant to applicable SEC rules.

Description of material weaknesses as of December 31, 2023

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, management previously identified material weaknesses in our internal control over financial reporting, which are summarized below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously reported, management has identified the following material weaknesses in the Company’s internal control over financial reporting, which continued to exist as of December 31, 2023:

The following material weaknesses were previously reported:

• We did not have adequate policies and procedures or sufficient qualified resources with appropriate technical knowledge to maintain effective internal controls over the accounting related to significant accounts and related financial statement disclosures;

1 unchanged sentence

• We had ineffective evaluation and determination as to whether the components of internal control were present and functioning;

P3 Health Partners Inc.

| 2024 Form 10-K | 121

• We did not design and implement effective information technology general controls in the areas of user access related to certain information technology systems that support our financial reporting process;

1 unchanged sentence

• We did not design and maintain effective management review controls at a sufficient level of precision over all financial statement areas;

P3 Health Partners Inc.

| 2023 Form 10-K | 113

• We did not design and maintain effective controls at a sufficient level of precision over the estimation of claims expense and payable including controls over the review of historical claims data, including the completeness and accuracy of data used to determine the financial statement amounts.

Remediation activities

In response to these material weaknesses, with oversight from the Audit Committee of the Board of Directors, we have continued to implement significant changes to improve our internal control structure.

In response to these material weaknesses, with oversight from the Audit Committee of the Board of Directors, we implemented a comprehensive remediation plan that addressed the material weaknesses identified above.

Specifically, we have:

• engaged an external advisor to assist with documenting internal controls, including (i) enhancing controls to ensure proper communication of critical information, review and approvals, (ii) evaluating effectiveness of internal controls, and (iii) assisting with the remediation of deficiencies and training of personnel, as necessary;

• enhanced the design of existing controls, implemented newly designed controls, and performed walkthroughs of the newly designed processes to evaluate the appropriateness of their design and implementation with the assistance of an external advisor engaged by us;

• formalized enhanced policies, procedures, and documentation for significant areas of accounting, including each area where a material weakness was identified;

• hired qualified accounting, financial reporting, information technology, and other key management personnel with public company experience;

• designed and implemented a risk assessment and internal controls monitoring program including hiring personnel with extensive experience in SOX compliance;

• implemented a revised information technology general controls framework that is customized to our application landscape and information risks inherent in the financial reporting process;

• implemented user access reviews across all significant information technology applications, standardized and improved the change management process to mitigate execution risks, and provided training to control owners;

• implemented user access reviews across all in-scope information technology applications, standardized and improved the change management process to mitigate execution risks, and provided training to control owners;

• designed a segregation of duties risk framework in order to establish a technology-enabled process to identify and evaluate user roles to mitigate segregation of duties conflicts.

We are committed to maintaining a strong internal control environment.

We are still in the process of implementing these steps and cannot assure investors that these measures will significantly improve or remediate the material weaknesses described above.

The material weaknesses cannot be considered remediated until the newly designed control activity operates for a sufficient period of time and management has concluded, through testing, that the control is operating effectively.

We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional implementation and evaluation time.

We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in their attestation report, which is included below.

Management’s remediation plan has resulted in an improved internal control environment with enhanced internal controls being implemented for a sufficient length of time for management to conclude, through testing the design and operating effectiveness of these controls, that the material weaknesses in internal controls over financial reporting were remediated as of December 31, 2024.

Changes in internal control over financial reporting

1 unchanged sentence

Other Information.

(b) Insider Trading Arrangements and Policies.

There were no adoptions, modifications, or terminations by directors or officers of written trading arrangements under Exchange Act Rule 10b5-1 during the quarter ended December 31, 2023.

P3 Health Partners Inc.

| 2024 Form 10-K | 122

(b) Insider Trading Arrangements and Policies.

During the quarter ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

| 2024 Form 10-K | 123

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

P3 Health Partners Inc.

Henderson, Nevada

Opinion on Internal Control over Financial Reporting

We have audited P3 Health Partners Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and mezzanine equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses have been identified and described in management’s assessment.

The material weaknesses related to the following:

(1) The Company did not have adequate policies and procedures or sufficient qualified resources with appropriate technical knowledge to maintain effective internal controls over the accounting related to significant accounts and related financial statement disclosures;

(2) The Company did not design and implement a sufficient risk assessment process to identify and assess risks impacting internal control over financial reporting;

(3) The Company had ineffective evaluation and determination as to whether the components of internal control were present and functioning;

(4) The Company did not design and implement effective information technology general controls in the areas of user access related to certain information technology systems that support the financial reporting process;

(5) The Company did not maintain sufficient segregation of duties over the performance of control activities for financial close and reporting, including over the review of account reconciliations and journal entries;

(6) The Company did not design and maintain effective management review controls at a sufficient level of precision over all financial statement areas;

and (7) The Company did not design and maintain effective controls at a sufficient level of precision over the estimation of claims expense and payable including controls over the review of historical claims data, including the completeness and accuracy of data used to determine the financial statement amounts.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated March 28, 2024 on those financial statements.

P3 Health Partners Inc.

| 2023 Form 10-K | 116

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Las Vegas, Nevada

March 28, 2024

P3 Health Partners Inc.

| 2023 Form 10-K | 117

Directors, Executive Officers and Corporate Governance.

3 unchanged sentences

Executive Officers

Sherif Abdou, M.D.

63 Chief Executive Officer, Director and Co-Founder Same

Aric Coffman, M.D.

52 Chief Executive Officer and President

Amir Bacchus, M.D.

61 Chief Medical Officer, Director and Co-Founder Same

Atul Kavthekar 55 Chief Financial Officer Same

Leif Pedersen

49 Chief Financial Officer Same

Non-Employee Directors

Mark Thierer 65 Chairman of the Board Managing Partner of AssetBlue Investment Group, an investment firm

64 Director and Co-Founder

Former Chief Executive Officer, Director and Co-Founder of P3

Greg Wasson 66 Director Co-President and Founder of Wasson Enterprise, a family-based investment office

22 unchanged sentences

7,416,743 $ 2.64 6,996,501

Equity compensation plans not approved by security holders (2)

12,100,000 $ 0.73 —

19,516,743 6,996,501

_____________________________________________

(1) Consists of the 2021 Plan.

(2) The weighted average exercise price does not include restricted stock units granted under the 2021 Plan.

(3) The number of shares of common stock reserved for issuance under the 2021 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by a number equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares (as defined in the 2021 Plan) as is determined by the board of directors.

The remaining information required by this item will be included in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders and such information is incorporated herein by reference.

(2) Consists of the P3 Health Partners Inc.

2024 Employment Inducement Incentive Award Plan (the “2024 Plan”).

(3) The weighted average exercise price does not include restricted stock units granted under each of the 2021 Plan and the 2024 Plan.

(4) The number of shares of common stock reserved for issuance under the 2021 Plan will increase on the first day of each calendar year from January 1, 2022 and ending on and including January 1, 2031, by a number equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares (as defined in the 2021 Plan) as is determined by the board of directors.

On May 7, 2024, the Board of Directors adopted the 2024 Plan, effective on its adoption date.

Pursuant to applicable stock exchange rules, stockholder approval of the 2024 Plan is not required as a condition of the effectiveness of the 2024 Plan.

A description of the principal features of the 2024 Plan is set forth below.

Eligibility and Administration

Only certain prospective employees of the Company and its affiliates are eligible to participate in the 2024 Plan.

The 2024 Plan is administered by our Compensation and Nominating Committee.

The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2024 Plan, subject to its express terms and conditions.

The plan administrator will also set the terms and conditions of all awards under the 2024 Plan, including any vesting and vesting acceleration conditions.

Awards must be approved by the Compensation and Nominating Committee or a majority of our independent directors and the authority to grant awards under the 2024 Plan may not be delegated.

Limitation on Awards and Shares Available

The maximum number of shares of Class A common stock authorized for issuance under the 2024 Plan is 16.5 million shares (the “2024 Plan Share Limit”).

If an award under the 2024 Plan expires, lapses, or is terminated, exchanged for or settled for cash, surrendered, repurchased, canceled without having been fully exercised/settled or forfeited, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2024 Plan.

Further, shares delivered to us to satisfy the applicable exercise or purchase price of an award under the 2024 Plan and/or to satisfy any applicable tax withholding obligations (including shares retained by us from the award under the 2024 Plan being exercised or purchased, and/or creating the tax obligation) will become or again be available for award grants under the 2024 Plan.

The payment of dividend equivalents in cash in conjunction with any awards under the 2024 Plan will not reduce the shares available for grant under the 2024 Plan.

However, the following shares may not be used again for grant under the 2024 Plan:

(i) shares subject to stock appreciation rights, or SARs, that are not issued in connection with the stock settlement of the SAR on exercise, and (ii) shares purchased on the open market with the cash proceeds from the exercise of options.

P3 Health Partners Inc.

| 2024 Form 10-K | 125

The 2024 Plan provides for the grant of non-qualified stock options, restricted stock, dividend equivalents, RSUs, performance shares, other incentive awards, SARs, and cash awards.

Certain awards under the 2024 Plan may provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.

All awards under the 2024 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations.

Awards other than cash awards generally will be settled in shares of our Class A common stock, but the plan administrator may provide for cash settlement of any award.

A brief description of each award type follows.

• Stock Options and SARs .

Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date.

SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date.

The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date.

The term of a stock option or SAR may not be longer than 10 years .

• Restricted Stock .

Restricted stock is an award of nontransferable shares of our Class A common stock that are subject to certain vesting conditions and other restrictions.

Dividends with respect to restricted stock will only be paid to the extent that the vesting conditions of the underlying award are satisfied.

RSUs are contractual promises to deliver shares of our Class A common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our Class A common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights).

The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant.

The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2024 Plan.

• Other Stock or Cash Based Awards .

Other stock or cash based awards are awards of cash, fully vested shares of our Class A common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Class A common stock.

Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

• Dividend Equivalents .

Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs.

Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Dividend equivalents will only be paid to the extent that the vesting conditions of the underlying award are satisfied.

Performance Awards

Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable.

Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to:

(1) net earnings (either before or after one or more of the following:

(a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense);

(2) gross or net sales or revenue;

(3) net income (either before or after taxes);

(4) adjusted net income;

(5) operating earnings or profit;

(6) cash flow (including, but not limited to, operating cash flow, and free cash flow);

(7) return on assets;

(8) return on capital;

(9) return on stockholders’ equity;

(10) total stockholder return;

(11) return on sales;

(12) gross or net profit or operating margin;

(14) funds from operations;

(15) expenses;

(16) working capital;

(17) earnings per share;

(18) adjusted earnings per share;

(19) price per share of Class A common stock;

(20) regulatory achievements or compliance;

P3 Health Partners Inc.

| 2024 Form 10-K | 126

implementation or completion of critical projects;

(22) market share;

(23) economic value;

(24) debt levels or reduction;

(25) sales-related goals;

(26) comparisons with other stock market indices;

(27) operating efficiency;

(28) employee satisfaction;

(29) financing and other capital raising transactions;

(30) recruiting and maintaining personnel;

and (31) year-end cash, any of which may be measured either in absolute terms for us or any operating unit of our Company or as compared to any incremental increase or decrease or as compared to results of a peer group, or to market performance indicators or indices.

The 2024 Plan prohibits the repricing or other exchange of underwater stock options and stock appreciation rights for new awards or cash without prior stockholder approval.

Certain Transactions

The plan administrator has broad discretion to take action under the 2024 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Class A common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions.

In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2024 Plan and outstanding awards.

In the event of a “change in control” (as defined in the 2024 Plan), to the extent that the surviving entity declines to continue, convert, assume, or replace outstanding awards, then all awards will become fully vested and exercisable in connection with the transaction.

Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion.

Individual award agreements may provide for additional accelerated vesting and payment provisions.

Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments

The plan administrator may modify award terms, establish subplans, and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.

All awards will be subject to the provisions of any claw-back policy implemented by our Company (including the Company’s Policy for the Recovery of Erroneously Awarded Compensation).

With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2024 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant.

With regard to tax withholding, exercise price, and purchase price obligations arising in connection with awards under the 2024 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our Class A common stock that meet specified conditions, a “market sell order,” or such other consideration as it deems suitable.

Stockholder Approval;

Plan Amendment and Termination

Pursuant to applicable stock exchange rules, stockholder approval of the 2024 Plan was not required as a condition of the effectiveness of the 2024 Plan.

The plan administrator may amend or terminate the 2024 Plan at any time.

Certain Relationships and Related Transactions, and Director Independence.

53 unchanged sentences

8-K 001-40033 4.2 4/7/2023

4.8 Form of Common Stock Purchase Warrant, dated May 24, 2024.

8-K 001-40033 4.1 5/24/2024

4.9 Form of Pre-Funded Common Stock Purchase Warrant, dated May 24, 2024.

8-K 001-40033 4.2 5/24/2024

4.10 Warrant Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, P3 Health Partners Inc.

and VBC Growth SPV 3, LLC.

001-40033 10.2 12/17/2024

4.11 Warrant Agreement, dated February 13, 2025, by and among P3 Health Group, LLC, P3 Health Partners Inc.

and VBC Growth SPV 4, LLC.

001-40033 10.2 2/18/2025

10.1 First Amendment to Term Loan Agreement, Termination of Management Rights Letter and Consent, dated as of December 3, 2021, by among P3 Health Group Holdings, LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

29 unchanged sentences

8-K 001-40033 10.1 12/9/2021

10.14† P3 Health Group Holdings, LLC 2017 Management Incentive Plan.

8-K 001-40033 10.2 12/9/2021

10.15† Form of Incentive Unit Award Agreement under the P3 Health Group Holdings, LLC 2017 Management Incentive Plan.

8-K 001-40033 10.2 12/9/2021

10.16 Form of Joinder and Waiver Agreement.

8-K 001-40033 10.2 12/9/2021

P3 Health Partners Inc.

4 unchanged sentences

Exhibit Filing Date

10.14 Form of Joinder and Waiver Agreement.

8-K 001-40033 10.2 12/9/2021

10.15 Escrow Agreement, dated as of December 3, 2021, by and among the Company, P3 Health Group Holdings, LLC, P3 Health Group, LLC, Hudson Vegas Investment SPV, LLC, Mary Tolan and Sherif Abdou, as unitholder representatives and PNC Bank, N.A.

20 unchanged sentences

10-K 001-40033 10.3 10/21/2022

10.26 Unsecured Promissory Note, dated December 13, 2022, by and between P3 Health Partners LLC and VBC Growth SPV LLC.

8-K 001-40033 10.1 12/13/2022

10.27 Subordination Agreement, dated as of December 13, 2022, by and among CRG Servicing, LLC and VBC Growth SPV LLC.

8-K 001-40033 10.3 12/13/2022

10.24 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV, LLC.

001-40033 10.5 12/17/2024

10.25 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV, LLC.

001-40033 10.6 12/17/2024

10.26 Third Amendment to Term Loan Agreement, dated as of December 13, 2022, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

6 unchanged sentences

8-K 001-40033 10.2 4/7/2023

A mendment No.

10.29 Amendment No.

1 to Registration Rights Agreement and Waiver, dated November 8, 2023, by and among P3 Health Partners Inc.

and certain stockholders pa rty thereto .

and certain stockholders party thereto.

001-40033 10.3 3/28/2024

P3 Health Partners Inc.

13 unchanged sentences

10-Q 001-40033 10.2 11/8/2023

10.35 Unsecured Promissory Note, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.

10.33 Unsecured Promissory Note, dated March 22, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.

8-K 001-40033 10.1 3/28/2024

F irst Amendment to Un secured Promissory Note, dated November 30, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.

10.35 Subordination Agreement, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 2, LLC.

4 unchanged sentences

8-K 001-40033 10.4 3/28/2024

10.38† Executive Employment Agreement, dated as of May 8, 2024, by and between P3 Health Partners Inc., P3 Health Group Management, LLC and Aric Coffman, M.D.

001-40033 10.1 5/9/2024

P3 Health Partners Inc.

2024 Employment Inducement Incentive Award Plan.

001-40033 10.2 5/9/2024

2024 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Agreement.

99.2 5/9/2024

2024 Employment Inducement Incentive Award Plan Form of Option Agreement.

99.3 5/9/2024

Stock Option Agreement under the 2024 Employment Inducement Incentive Award Plan, by and between P3 Health Partners Inc.

and Aric Coffman, M.D.

001-40033 10.3 5/9/2024

Restricted Stock Unit Agreement under the 2024 Employment Inducement Incentive Award Plan, by and between P3 Health Partners Inc.

and Aric Coffman, M.D.

001-40033 10.4 5/9/2024

10.44 Securities Purchase Agreement, dated May 22, 2024, by and among P3 Health Partners Inc.

and the Purchasers named therein.

8-K 001-40033 10.1 5/24/2024

10.45 Registration Rights Agreement, dated May 24, 2024, by and among P3 Health Partners Inc.

and the Purchasers named therein.

8-K 001-40033 10.2 5/24/2024

10.46 Amended and Restated Letter Agreement, dated May 24, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P.

and Chicago Pacific Founders GP III, L.P.

8-K 001-40033 10.3 5/24/2024

Consulting Agreement, dated as of May 8, 2024, by and between P3 Health Partners Inc., P3 Health Group Management, LLC and Sherif Abdou, M.D.

10.5 5/9/2024

P3 Health Partners Inc.

| 2024 Form 10-K | 131

Number Description

Incorporated by Reference

Form File No.

Exhibit Filing Date

Offer Letter Agreement, dated as of July 23, 2024, by and between P3 Health Partners Inc.

and Leif Pedersen.

10.1 11/12/2024

10.49† Stock Option Agreement under the 2021 Incentive Award Plan, by and between P3 Health Partners Inc.

and Leif Pedersen.

10.2 11/12/2024

Restricted Stock Unit Agreement under the 2021 Incentive Award Plan, by and between P3 Health Partners Inc.

and Leif Pedersen.

10.3 11/12/2024

F ifth Amendment to Term Loan Agreement, dated as of November 3 0, 2024, by and among P3 Health Group, LLC, as borrower, the Subsid iary Guarantors party thereto, the Len ders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

10.52 Second Amended and Restated Letter Agreement, dated December 12, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P.

and Chicago Pacific Founders GP III, L.P.

001-40033 10.7 12/17/2024

10.53 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 3, LLC.

001-40033 10.1 12/17/2024

10.54 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 3, LLC.

001-40033 10.3 12/17/2024

10.55 Sixth Amendment to Term Loan Agreement, dated as of December 12, 2024, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

001-40033 10.4 12/17/2024

10.56 Unsecured Promissory Note, dated February 13, 2025, by and between P3 Health Group, LLC and VBC Growth SPV 4, LLC.

001-40033 10.1 2/18/2025

10.57 Subordination Agreement, dated February 13, 2025, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 4, LLC.

001-40033 10.3 2/18/2025

10.58 Seventh Amendment to Term Loan Agreement, dated as of February 13, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

001-40033 10.4 2/18/2025

P3 Health Partners, I n c.

Insider Trading Compliance Policy.

21.1 List of Subsidiaries.

001-40033 21.1 3/28/2024

23.1 * Consent of Independent Registered Public Accounting Firm.

1 unchanged sentence

31.2 * Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

P3 Health Partners Inc.

| 2024 Form 10-K | 132

Number Description

Incorporated by Reference

Form File No.

Exhibit Filing Date

32.1 ** Certification of Principal Executive Officer Pursuant to 18 U.S.C.

3 unchanged sentences

97.1 Policy for Recovery of Erroneously Awarded Compensation.

97.1 3/28/2024

101.INS * Inline XBRL Instance Document

3 unchanged sentences

101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document

P3 Health Partners Inc.

| 2023 Form 10-K | 123

Number Description

Incorporated by Reference

Form File No.

Exhibit Filing Date

101.PRE * Inline XBRL Taxonomy Extension Presentation Document

9 unchanged sentences

P3 Health Partners Inc.

/s/ Sherif W.

/s/ Leif Pedersen

Leif Pedersen

March 27, 2025

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Sherif W.

Chief Executive Officer and Director March 28, 2024

/s/ Aric Coffman, M.D.

Chief Executive Officer

March 27, 2025

Aric Coffman, M.D.

(Principal Executive Officer)

/s/ Atul Kavthekar Chief Financial Officer March 28, 2024

Atul Kavthekar (Principal Financial Officer and Principal Accounting Officer)

/s/ Leif Pedersen

Chief Financial Officer March 27, 2025

Leif Pedersen

(Principal Financial Officer and Principal Accounting Officer)

/s/ Mark Thierer Chairman of the Board of Directors March 27, 2025

/s/ Sherif W.

March 27, 2025

Bacchus, M.D.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures