What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-28 · 109 added, 72 removed, 338 unchanged (35% of the section changed)

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Founded and led by physicians, P3 is a team of doctors, clinicians and healthcare professionals with a shared passion for delivering value-based care (“VBC”).

We believe our leadership team’s more than 20 years of experience in VBC and population health management, combined with our strong payor relationships, large community-based physician networks and custom technology platform uniquely position us to empower physicians, align incentives for healthcare providers and payors and improve the clinical outcomes for the communities we serve.

We believe our leadership team’s substantial experience in VBC and population health management, combined with our strong payor relationships, large community-based physician networks and custom technology platform uniquely position us to empower physicians, align incentives for healthcare providers and payors and improve the clinical outcomes for the communities we serve.

As fellow healthcare professionals, we understand the challenges physicians face when providing VBC.

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Furthermore, we offer a broad delegated care model in which we take on the responsibility to reshape the local healthcare market to provide high quality care for patients throughout the care continuum.

We operate in the $1,029.8 billion Medicare market, which covers approximately 68 million eligible lives as of November 2024.

Our core focus is the MA market, which makes up approximately 54% of the overall Medicare market, or nearly 33 million Medicare eligible lives in 2024.

We operate in the $1,118.0 billion Medicare market, which covers more than 68 million eligible lives as of July 2025.

Our core focus is the Medicare Advantage (“MA”) market, which covers approximately 34 million Medicare eligible lives in 2025.

Medicare beneficiaries may enroll in an MA plan, under which payors contract with the CMS to provide a defined range of healthcare services that are comparable to Medicare fee-for-service (“FFS”), which is also referred to as “traditional Medicare.”

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provide capitated care services with respect to certain of their MA members.

Our contracts with four health plans to provide capitated care services for their members collectively accounted for approximately 59% and 60% of our capitated revenue for the years ended December 31, 2024 and 2023, respectively.

Our contracts with four health plans to provide capitated care services for their members collectively accounted for approximately 75% of our total revenue for the year ended December 31, 2025, compared to contracts with four health plans which collectively accounted for approximately 59% of our total revenue for the year ended December 31, 2024.

healthcare system is ripe for change and disruption, and we believe that the P3 Care Model is distinctly situated to address several pain points, including:

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• Sub-optimal quality of care and sub-optimal clinical outcomes .

• PCP burnout and dissatisfaction.

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Small physician practices deliver the majority of care in the U.S.—with 47% of physicians working in practices with 10 or fewer physicians, per a 2025 American Medical Association report.

That report also found that 46.7% of PCPs worked in a practice that was wholly owned by physicians (e.g., private practice) representing a continued decline since 2020 (49.1%), the first year in which the share of physicians in private practice became a minority.

That report also found that 42% of PCPs worked in a practice in 2024 that was wholly owned by physicians (e.g., private practice) representing an 18% point drop since 2012.

In our experience, physicians who have chosen to work at smaller practices throughout their careers tend to do so because they value their independence.

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technology to customize patient care management plans.

Taken as a whole, our P3 Care Model is designed to help facilitate enhanced clinical outcomes for our key stakeholders, resulting in a 95% physician retention rate from 2018 through December 31, 2024.

Taken as a whole, our P3 Care Model is designed to help facilitate enhanced clinical outcomes for our key stakeholders, resulting in a physician retention rate of over 88% for the year ended December 31, 2025.

We are led by one of the most experienced management teams in population health.

Our executive team has a track record of more than 20 years in the healthcare industry.

Our executive team has a proven track record in the healthcare industry.

These years of experience have fostered strong relationships in the managed care, physician and payor segments.

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has been focused on reacting to acute events, which resulted in the development of the FFS payment model.

The FFS model unintentionally incentivizes the volume of patients and services performed rather than the quality of services and care—resulting in a deprioritization of preventative services and overall health of the patient, and further reflected in laws regulating healthcare by scrutinizing the volume or value of claims processed in the FFS model.

Beyond sub-optimal clinical outcomes, FFS results in significant healthcare spend.

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We believe our total addressable market is represented by the approximately 68 million Americans (approximately 17% of the total population) who were enrolled in either traditional Medicare or MA nationally in 2025, which represented $1,118 billion of annual spend.

Within this, we believe our core addressable market to be the Medicare Advantage market, specifically within moderate-to-highly populated MA eligible dense counties, which we define as having greater than 10,000 Medicare eligible lives.

By multiplying these approximately 33 million Medicare Advantage members by an average $1,000 per member per month spend, we estimate this represents a core addressable market size of over $300 billion.

Within this, we believe our core addressable market to be the MA market, specifically within moderate-to-highly populated MA-eligible dense counties, which we define as having greater than 10,000 Medicare eligible lives.

By multiplying these approximately 34 million MA members by an average $1,000 PMPM spend, we estimate this represents a core addressable market size of over $300 billion.

The P3 Care Model

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To do this, we offer several types of incentive-based payments to our affiliated physicians.

First, as physicians join our network, we continue to pay them on an FFS basis per visit, or structure a contract to offer a monthly, fixed, capitated payment for each patient paneled to their practice.

Additionally, we provide quality incentive payments to our physician partners as they close quality gaps in care, enable patient access and improve documentation.

First, as physicians join our network, we continue to pay them based on their prior FFS practice model, or structure a contract to offer a monthly, fixed, capitated payment for each patient paneled to their practice.

Additionally, we provide quality incentive payments to our physician partners as they close quality gaps in care, enable patient access and improve documentation, rather than increasing the number of claims processed, or chargeable value of those claims.

Finally, as improved clinical outcomes result in reduced medical costs, we share the savings between P3 and our physician partners.

These contracts were built with the physician in mind, which is reflected in our results—a 95% physician retention rate from 2018 through December 31, 2024.

These contracts were built with the physician in mind, which is reflected in our results—an annual physician retention rate of over 88% for 2025.

Aligning physician incentives with performance on growth, quality, patient disease documentation, and medical expense creates better economics within their practices.

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Reshaping local healthcare.

Our more than 20 years of experience in the population health management space has allowed us to build the capabilities to better control and manage the delivery of services across the full care continuum.

Our substantial experience in the population health management space has allowed us to build the capabilities to better control and manage the delivery of services across the full care continuum.

Our team has the ability to take on additional services from our payor partners, including networking, credentialing, utilization management and claims processing.

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This represents an important opportunity for physicians to address the conditions which otherwise may have been missed during initial health reviews of the patient.

Provider Portal is also used by our internal certified coders to review and reconcile claims data with electronic medical record and charts data.

Provider Portal is also used by our internal certified coders, who are certified by the American Academy of Professional Coders, to review and reconcile claims data with electronic medical record and charts data.

This provides P3 an opportunity to capture dropped or missed codes documented in the patient’s medical record that were not properly converted during the initial submission of claims by our physician partner offices.

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This platform provides comprehensive physician profiles, cost analysis, and quality metrics, allowing management to identify trends, uncover improvement opportunities, and optimize resource utilization.

Additionally, its embedded Risk Adjustment engine helps quantify burden of illness, offering clinical risk stratification data that supports targeted care coordination for high-risk patient populations.

It helps our administrative teams deliver a data driven approach for a better, more engaged physician experience and act as a support system to their practices.

Additionally, its embedded Risk Adjustment engine helps quantify burden of illness, offering clinical risk stratification data that supports targeted care coordination for high-

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risk patient populations.

It helps our administrative teams deliver a data driven approach for a better, more engaged physician experience and act as a support system to their practices.

This tool combines data management with data analysis to evaluate and transform complex data sets into meaningful, actionable information used to support effective strategic, tactical and operational insights.

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We currently face competition in every aspect of our business, including in offering a favorable reimbursement structure for existing physician partners and attracting payors and physician partners who are not contracted with us, from a range of large- and medium-sized local and national companies that provide care under a variety of models that could attract patients, providers and payors.

Our primary competitors in the population health management space include Oak Street Health, Astrana Health and agilon health, in addition to numerous local provider networks, hospitals and health systems.

Our primary competitors in the population health management space include Aledade, Astrana Health and agilon health, in addition to numerous local provider networks, hospitals and health systems.

Moreover, large, well-financed payors have in some cases developed their own managed care services tools and may provide these services to their physicians and patients at discounted prices or may seek to expand their relationships with additional competing physicians or physician networks.

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Our competitors typically vary by geography, and we may also encounter competition in the future from other new entrants.

Our growth strategy and our business could be adversely affected if we are not able to continue to access existing geographies, successfully expand into new geographies or maintain or establish new relationships with payors and physician partners.

Our growth strategy and our business could be adversely affected if we are not able to continue to access existing

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geographies, successfully expand into new geographies or maintain or establish new relationships with payors and physician partners.

See the section titled “ Risk Factors—Risks Related to Our Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed .”

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Our internally developed technology is continuously refined to support the needs of our platform and partners.

Although we do not currently hold a patent for P3 Technology/Health Hub, we have filed provisional patent applications relating to the P3 Technology/Health Hub, and we continue to regularly assess the most appropriate methods of protecting our intellectual property and may decide to pursue available protections in the future.

We continue to regularly assess the most appropriate methods of protecting our intellectual property and may decide to pursue available protections in the future.

We maintain our intellectual property and confidential business information in a number of ways.

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We are “family” and we take care of each other with the same intensity as we take care of our patients.

◦ Collaboration “ We achieve more when we work as one.

“We serve others with empathy, purpose, and a commitment to excellence.”

Our heart is our patients.

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Our strength is our people and culture.

◦ Accountability:

“We own our commitments and deliver results, individually and together.”

◦ Empowerment:

“We empower everyone to identify and solve problems regardless of title or role.”

Our core is fixing health care.

Our mindset is disciplined purposeful growth.

◦ Innovation:

“We view obstacles as catalysts for progress and growth.”

◦ Adaptability:

“We stay agile and resilient, embracing change and evolving to meet the needs of those we serve.

Our human capital efforts are supported by our dedicated human resources team.

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The operations of the P3 owned and managed clinics are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, and proof of financial ability to operate.

Our ability to operate profitably will depend in part on the ability of P3 owned and managed clinics and its providers to obtain and maintain all necessary licenses and other approvals, and maintain updates to their enrollment in the Medicare and Medicaid programs, including the addition of new clinic locations, providers and other enrollment information.

Our ability to operate profitably will depend in part on the ability of P3 owned and managed clinics and their providers to obtain and maintain all necessary licenses and other approvals, and maintain updates to their enrollment in the Medicare and Medicaid programs, including the addition of new clinic locations, providers and other enrollment information.

In addition, certain ancillary services such as the provision of diagnostic laboratory testing require additional state and federal licensure and regulatory oversight, including oversight by CMS, under Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) which requires all clinical laboratories to meet certain quality assurance, quality control and personnel standards, and comparable state laboratory licensing authorities.

Standards for testing under CLIA are based on the complexity of the tests performed by the laboratory, with tests classified as “high complexity,” “moderate complexity,” or “waived.” P3 owned and managed clinics hold CLIA Certificates of Waiver and perform certain CLIA-waived tests, which subjects such clinics to certain CLIA requirements.

Sanctions for failure to comply with applicable state and federal licensing, certification and other regulatory requirements include suspension, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.

With respect to P3’s providers participating in its network, P3 providers must meet minimum requirements to apply for participation or continued participation with P3 through a credentialing process, including, without limitation, having a valid, current medical license and Drug Enforcement Administration registration, if required for the provider’s scope of practice, the absence of any debarment, suspension, exclusion or other restriction from receiving payments from any government or other third-party payor program, and clearing National Practitioner Data Bank of any reports and/or disciplinary actions.

Sanctions for failure to comply with applicable state and federal licensing, certification and other regulatory requirements include suspension of licensure or payment eligibility, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.

Drug Enforcement Administration and applicable state pharmacy authority, if required for the provider’s scope of practice, the absence of any debarment, suspension,

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exclusion or other restriction from receiving payments from any government or other third-party payor program, and clearing the National Practitioner Data Bank’s reporting of any reportable events and/or disciplinary actions.

P3’s credentialing program is designed to meet CMS and the National Committee for Quality Assurance (“NCQA”) credentialing requirements as well as applicable federal and state laws.

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Moreover, P3’s contracts may allow P3 to withhold compensation from time to time based upon the providers meeting certain quality metrics, including HEDIS quality measures and care coordination metrics.

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State Corporate Practice of Medicine and Fee-Splitting Laws

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These laws vary from state to state, including those where the Company does business, and are subject to broad interpretation and enforcement by state regulators.

For example, the corporate practice of medicine prohibition in Nevada has only been established through attorney general opinions and there is no statutory or regulatory fee-splitting prohibition in the state.

Arizona’s corporate practice of medicine was established under older case law, and more recent legislation suggests that the prohibition may not be strictly enforced in the state.

Oregon prohibits the corporate practice of medicine but has an exception for professional corporations with majority physician ownership where a non-licensed person or entity may hold minority ownership interest in such professional corporation.

Florida does not prohibit the corporate practice of medicine but has professional fee-splitting laws, which prohibit the sharing of professional fees based on referrals for professional services.

For example, the corporate practice of medicine prohibition in Nevada has only been established through intermittent attorney general opinions with limited guidance and no statutory or regulatory standards.

Other restrictions in Nevada regarding fee-splitting and physician payments are found in statutes and regulations regarding physician licensure and restrictions on physician referrals of patients.

Arizona’s corporate practice of medicine was established under older case law, and more recent legislation suggests that the prohibition may not be strictly enforced in the state, although not expressly permitted by this legislation or addressed in more recent decisional authority from Arizona’s courts.

Oregon currently prohibits the corporate practice of medicine but has an exception for professional corporations with majority physician ownership where a non-licensed person or entity may hold minority ownership interest in such professional corporation.

California’s corporate practice of medicine doctrine has been developed through statutes, case law and state attorney general opinions.

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California also prohibits professional fee splitting arrangements, but management fees based on a percentage of gross revenue or similar arrangement that is commensurate with fair market value of services provided by the management company are generally permissible.

We believe we have structured our management services agreements with the our affiliated professional entities to comply with the corporate practice of medicine and fee-splitting laws of Nevada, and we expect to enter into similar agreements with affiliated professional entities in California and other states where we may operate in the future, where all clinical decisions and other business and management decisions that result in control over a physician’s practice of medicine or a licensed professional’s clinical decisions remain exclusively with the affiliated professional entities, their physician shareholders and the physicians and licensed professionals employed and contracted by such entities.

In 2025, the Oregon legislature introduced and, on June 9, 2025, the governor signed into law, Oregon Senate Bill 951 (“SB 951”), which strengthened the state’s corporate practice of medicine doctrine and imposed new restrictions on dual ownership of a professional medical practice and a management services organization (“MSO”) that contractually provides management and administrative services for the medical practice.

Under SB 951, MSOs cannot make hiring or compensation decisions for licensed medical providers, set schedules or patient loads, influence diagnostic coding or care protocols, negotiate payor contracts, or set billing and collection policies.

SB 951 also prohibited MSOs from placing absolute restrictions on the abilities of the medical practices they served from selling their assets without MSO approval, or from internal sales of the medical providers’ stock or equity interests in the practice.

SB 951 also invalidated a wide range of restrictive covenants limiting competition by physicians, often known as “non-compete” agreements, with exceptions for physicians who own 10% or more of the medical practice seeking to impose such restriction, or for very new physicians that require a substantial investment in hiring, relocation, and training.

SB 951 took effect on January 1, 2026 for entities that had not been formed as of the date of the bill’s passage into law, while existing professional entities and management services organizations in existence as of the bill’s passage have until January 1, 2029 to comply with its requirements.

Immediately following SB 951’s passage, the Oregon legislature passed and governor signed into law Oregon House Bill 3410A (“HB 3410A”), a companion bill that clarified certain language within SB 951 and provided limited circumstances where a MSO’s relationship with a medical practice could continue to require the medical practice to restrict the transfer of its equity interests or assets, such as upon death, disqualification, or debarment.

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We believe we have structured our management services agreements with our affiliated professional entities to comply with the corporate practice of medicine and fee-splitting laws of Nevada, California, Arizona, and Nebraska, and we expect to enter into similar agreements with affiliated professional entities in other states where we may operate in the future.

In our affiliated practices, all clinical decisions and other business and management decisions that result in control over a physician’s practice of medicine or a licensed professional’s clinical decisions remain exclusively with the affiliated professional entities, their physician shareholders and the physicians and licensed professionals employed and contracted by such entities.

A determination of non-compliance against us and/or our affiliated professional entities or other physician partners based on the reinterpretation of existing laws or adoption of new laws could lead to adverse judicial or administrative action, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of provider licenses, and/or restructuring of these arrangements.

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A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several courts have interpreted the AKS’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the AKS has been violated.

The AKS includes statutory exceptions and regulatory safe harbors that protect certain arrangements.

Consequences for violation of the AKS range from civil enforcement through the False Claims Act, as discussed below, the imposition of administrative fines and penalties such as exclusion from the Medicare and Medicaid programs, through criminal prosecution that may result in incarceration and orders to pay fines, penalties, and restitution.

Several courts have interpreted the AKS’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of healthcare business reimbursable by a federal healthcare program, AKS has been violated.

The AKS includes statutory exceptions and regulatory safe harbors that, if complied with, protect certain arrangements from constituting a violation of the law.

By way of example, the AKS safe harbor for value-based arrangements and the safe harbor for arrangements between managed care organizations and downstream contractors both require, among other things, that the arrangement does not induce a person or entity to reduce or limit medically necessary items or services furnished to any patient.

Failure to meet the requirements of an applicable AKS safe harbor, however, does not render an arrangement illegal.

Rather, the government may evaluate

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such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies.

The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services (“DHS”) from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless an exception applies.

Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, extent and degree of compliance with the applicable safe harbor factors, and such arrangements may be subject to greater scrutiny by enforcement agencies.

The federal prohibition on physician self-referral, commonly referred to as the “Stark Law,” prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services (“DHS”) from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless a statutory or regulatory exception applies.

The Stark Law also prohibits the entity from billing for any such prohibited referral.

Unlike the AKS, the Stark Law is violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

Unlike the AKS, the Stark Law is a civil, strict-liability statute and violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

The federal False Claims Act (“FCA”) prohibits a person from knowingly presenting, or caused to be presented, a false or fraudulent request for payment from the federal government, or from making a false statement or using a false record to have a claim approved.

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Moreover, the government may assert that a claim including items and services resulting from a violation of the AKS or the Stark Law constitutes a false or fraudulent claim for purposes of the civil FCA.

Penalties for a violation of the FCA include fines for each false claim, plus up to three times the amount of damages caused by each false claim.

Private individuals also have the ability to bring actions under these false claims laws in the name of the government alleging false and fraudulent claims presented to or paid by the government (or other violations of the statutes) and to share in any amounts paid by the entity to the government in fines or settlement.

Penalties for a violation of the FCA include fines of up to $0.1 million for each false claim (adjusted annually for inflation), plus up to three times the amount of damages caused by each false claim.

Private individuals also have the ability to bring actions under these false claims laws in the name of the government alleging false and fraudulent claims presented to or paid by

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the government (or other violations of the statutes) and to share in any amounts paid by the entity to the government in fines or settlement.

Such suits, known as qui tam actions, are pervasive in the healthcare industry.

Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider.

Further, the Civil Monetary Penalties Law authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider.

Moreover, in certain cases, providers who routinely waive copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the AKS and civil FCA.

One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts.

Department of Health and Human Services (“HHS”) Office of Inspector General emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.

Department of Health and Human Services (“HHS”) Office of Inspector General (“OIG”) emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.

Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments and deductibles offered to patients covered by commercial payors may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

The Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

The Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”), also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several states in which we operate have also adopted similar fraud and abuse laws as described above.

The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative civil and criminal penalties, damages, disgorgement, fines, additional reporting requirements and compliance oversight obligations, in the event that a corporate integrity agreement or other agreement is required to resolve allegations of noncompliance with these laws, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs and/or individual imprisonment.

The scope of these laws, such as their application to payment sources other than Medicare and Medicaid, and the interpretations of them, vary from state to state and are enforced by state regulatory authorities, each with broad and widely varying discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, and not just those reimbursed by a federally funded healthcare program, while other states have laws against kickbacks and self-referral that apply solely to Medicare or Medicaid funds.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative, civil, and criminal penalties, damages, disgorgement, fines, restation, treble damages if pursued under the FCA, additional reporting requirements and compliance oversight obligations, in the event that a corporate integrity agreement or other agreement is required to resolve allegations of noncompliance with these laws, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs, and/or individual imprisonment.

Healthcare Reform

In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, many of which are intended to contain or reduce healthcare costs.

By way of example, in the United States, the Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “ACA”), substantially changed the way healthcare is financed by both governmental and private insurers.

The ACA required, among other things, CMS to establish a Medicare shared savings program (“MSSP”) to promote accountability and coordination of care through the creation of Accountable Care Organizations (“ACOs”).

The MSSP allows for providers, physicians and other designated health care professionals and suppliers to form ACOs and voluntarily work together to invest in infrastructure and redesign delivery processes to give coordinated high quality care to their Medicare patients, avoid unnecessary duplication of services and prevent medical errors.

Since their inception, ACOs have gone through several evolutions, with CMS periodically launching ACO programs for defined time periods, which are succeeded by new ACO models.

With each generation of ACO, CMS has intended for the rules governing ACO operation and organization to be responsive to any limitations identified in prior ACO generations, and to leverage changes in law and developments in technology to expand care available to patients and focus on aligning compensation to providers with quality of care delivered to patients.

ACOs that achieve quality performance standards established by CMS are eligible to share in a portion of the Medicare program’s cost savings.

ACO program methodologies and participation requirements are updated by CMS for each performance year and participants are expected to comply with such program requirements and

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example, in the United States, the Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “ACA”), substantially changed the way healthcare is financed by both governmental and private insurers.

The ACA required, among other things, CMS to establish a Medicare shared savings program that promotes accountability and coordination of care through the creation of Accountable Care Organizations (“ACOs”).

The Medicare shared savings program allows for providers, physicians and other designated health care professionals and suppliers to form ACOs and voluntarily work together to invest in infrastructure and redesign delivery processes to give coordinated high quality care to their Medicare patients, avoid unnecessary duplication of services and prevent medical errors.

ACOs that achieve quality performance standards established by CMS are eligible to share in a portion of the Medicare program’s cost savings.

ACO program methodologies and participation requirements are updated by CMS for each performance year and participants are expected to comply with such program requirements and required to report on performance after the close of the year.

required to report on performance after the close of the year.

ACOs that fail to comply with such program requirements can face penalties or even termination of their participation in the Medicare shared savings program.

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The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare.

In July of 2025, congress passed and the President signed into law the One Big Beautiful Bill Act of 2025 (“OBBBA”), which affected certain provisions of the ACA.

In particular, the OBBBA made changes regarding the availability of subsidies available for the purchase of plans available on healthcare exchanges created by the ACA, as well as automatic re-enrollment in the ACA marketplace.

The OBBBA represents the latest legislative efforts to change the ACA, which vary between expanding or contracting the scope and function of the ACA depending on which political party controls the presidency and/or the majority of one or both houses of Congress.

In addition, other legislative changes have been proposed and adopted since the ACA was enacted.

These changes included aggregate reductions to Medicare payments to providers, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through the first six months of fiscal year 2032, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022, unless additional Congressional action is taken.

These changes included aggregate reductions to Medicare payments to providers by 2%, commonly known as “sequestration.” Sequestration was legislated to take effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through the first six months of fiscal year 2032.

Since adopting this sequestration into law, though, its implementation and resulting reductions in Medicare payments have been repeatedly suspended from taking effect, including through the Infrastructure Investment and Jobs Act of 2023, Consolidated Appropriations Act of 2024, American Relief Act of 2025, and the OBBBA.

In addition, on January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

Additionally, the Center for Medicare and Medicaid Innovation continues to test an array of value-based alternative payment models, including the Global and Professional Direct Contracting Model to allow Direct Contracting Entities to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries.

Additionally, the CMS Innovation Center continues to test an array of value-based alternative payment models, including the Global and Professional Direct Contracting Model to allow Direct Contracting Entities to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries.

Although we currently do not participate in these pilot payment models, we may choose to do so in the future.

At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.

In addition, there likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare, as government healthcare programs and other third-party payors transition from FFS to value-based reimbursement models, which can include risk-sharing, bundled payment and other innovative approaches.

Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”), which first affected physician payment in 2019 based on physician participation in the Merit-Incentive Based Program (“MIPS”), or other eligible alternative payment model.

Due to the revenue-neutral nature of MACRA and MIPS’s proposals for increasing or otherwise adjusting physician compensation, the result has been that certain physician organizations have received incentive payments for improved outcomes and reported increases in quality measures, while other physicians and provider groups saw reimbursements decrease due to not participating in such updates or failing to report data.

Incentive payments available under MIPS have also decreased over time, as have the amounts of incentive payments available under certain alternative payment models.

In addition, there likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare, adopt new payment models that rely on the data-gathering and reporting capacities of new technology to assess the quality of care provided to patients, and other changes as government healthcare programs and other third-party payors transition from FFS to value-based reimbursement models.

These updates have included, and may continue to include in the future, risk-sharing, bundled payment and other innovative approaches.

It is possible that the federal or state governments will implement additional reductions, increases, or changes in reimbursement in the future under government programs that may adversely affect us or increase the cost of providing our services.

The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business.

Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and exchange of patient health information.

For example, on April 5, 2021, healthcare providers and certain other entities became subject to information blocking restrictions pursuant to the Cures Act that prohibit practices that are likely to interfere with the access, exchange or use of electronic health information, except as required by law or specified by the HHS as a reasonable and necessary activity.

Violations may result in penalties or other disincentives.

It is unclear at this time what the costs of compliance with the new rules will be and what additional risks there may be to our business.

Data Privacy and Security Laws

We are subject to a number of federal and state laws and regulations that govern the collection, use, disclosure, and protection of health-related and other personal information, including health information privacy and security laws, data breach notification laws, and consumer protection laws and regulations.

Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote interoperability of electronic medical records systems and the exchange of patient health information between and among them.

For example, on April 5, 2021, healthcare providers and certain other entities became subject to information blocking restrictions pursuant to the 21st Century Cures Act (the “Cures Act”) that prohibit practices that are likely to interfere with the access, exchange or use of electronic health information, except as required by law or specified by the HHS as a reasonable and necessary activity.

In 2022, the Information Blocking Rule, which was contemplated by the Cures Act, took effect, with subsequent amendments via rulemaking in 2023 and 2024 to clarify certain aspects of the rule and its intended implementation.

The Information Blocking Rule allowed HHS to impose penalties of up to $1 million per violation on healthcare providers, information technology service providers, health information exchanges, health information networks, or software developers that block the access or exchange of electronic health information.

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Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation.

to this rule clarified what entities were subject to its requirements, what conduct or activity was permitted or constituted impermissible information blocking, and made other changes to reflect changing law, particularly in the area of reproductive health.

Violations may result in other disincentives and consequences.

It is unclear at this time what the costs of compliance with the new rules will be and what additional risks there may be to our business.

Data Privacy and Security Laws

Part 2 (“Part 2”), regulations promulgated under the Cures Act, and other state laws that guard data privacy, including those in California and Nevada.

The incidence of data breaches has escalated significantly from 2019 through the end of 2025, and continues to be a risk to us and the healthcare sector in general due to both business risk and potential administrative, civil and even criminal liability, including penalties, fines, and corrective actions, that may arise from data breaches or the inaccessibility of patient information, such as in “ransomware” attacks.

Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation, including class actions.

Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

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In some states, statutes, regulations and/or formal guidance explicitly address whether and in what manner the state regulates the transfer of risk by a payor to a downstream entity.

However, the majority of states do not explicitly address the issue, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity.

However, the majority of states do not explicitly address the issue, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity without predictable guidance.

If downstream risk-sharing arrangements are not regulated directly in a particular state, the state regulatory agency may nonetheless require oversight by the licensed payor as the party to such a downstream risk-sharing arrangement.

Such oversight is accomplished via contract and may include the imposition of reserve requirements, as well as reporting obligations.

Such oversight is accomplished via contract and may include the imposition of reserve requirements several times greater than normal bond or security requirements necessary to obtain a license or certificate required for operation, as well as reporting obligations.

Further, state regulatory stances regarding downstream risk-sharing arrangements can change rapidly and codified provisions may not keep pace with evolving risk-sharing mechanisms and other new value-based reimbursement models.

Certain of the states where we currently operate or may choose to operate in the future regulate the operations and financial condition of risk bearing organizations like us and our affiliated providers.

By way of example, P3 recently acquired Medcore HP, a licensed health plan under the Knox Keene Act, which subjects the entity to certain capital requirements, licensing or certification, governance controls, utilization review, grievance procedures, and reporting requirements among others.

For example, P3 acquired Medcore HP, a licensed health plan under California’s Knox Keene Act, which subjects the entity to certain capital requirements, licensing or certification, governance controls, utilization review, grievance procedures, and reporting requirements among others.

While these regulations have not had a material impact on our business to date, as we continue to expand, for example, through acquisitions or otherwise, these rules may require additional resources and capitalization and add complexity to our business.

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As the year progresses, our per-member revenue declines as new members join us typically with less complete or accurate documentation (and therefore lower risk-adjustment scores) and patient morbidity disproportionately impacts our higher-risk (and therefore greater revenue) members.

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Medical costs will vary seasonally depending on a number of factors, including the weather and the number of calendar working days in a given period.

8 unchanged sentences

Our website is www.p3hp.org.

Under the investor relations page of the Company’s website, ir.p3hp.org, we make available free of charge a variety of information for investors, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements on Schedule 14A and any amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as

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reasonably practicable after we electronically file that material with or furnish it to the Securities and Exchange Commission (“SEC”).

The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

2 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 1. Business