8 unchanged sentences
Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern.
−Removed: As of December 31, 2024, we had $38.8 million of unrestricted cash and cash equivalents available to fund future operations, $154.8 million of outstanding indebtedness, of which $65.0 million is classified as current on our balance sheet, $31.5 million of paid in-kind interest, and $255.1 million of unpaid claims.
+Added: As of December 31, 2025, we had $25.0 million of unrestricted cash and cash equivalents available to fund future operations, $336.7 million of outstanding indebtedness, of which $45.0 million is classified as current on our balance sheet, and $287.8 million of unpaid claims.
We expect to continue to incur operating losses and generate negative cash flows from operations for the foreseeable future.
−Removed: Based on our currently available cash resources, including the aggregate proceeds of $30.0 million we received from a related party financing transaction in February and March 2025, and assuming no other financing transactions, we believe we will require additional funding in 2025.
+Added: Based on our currently available cash resources, including the aggregate proceeds of $18.0 million we received from a related party financing transaction in January and February 2026, and assuming no other financing transactions, we believe we will require additional funding in 2026.
As a result of these factors, management has concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial statements included elsewhere in this Form 10-K are issued.
3 unchanged sentences
If we are unable to raise additional capital or generate cash flows necessary to fund our operations or refinance our indebtedness, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects.
+Added: If our affiliated physician groups and Restricted Knox-Keene licensed health plans are not able to satisfy California regulations related to financial solvency and operational performance, they could become subject to sanctions, and their ability to do business in California could be limited or terminated.
+Added: The California Department of Managed Health Care (“DMHC”) has instituted regulations intended to provide a formal mechanism for monitoring the financial solvency and operational performance of risk-bearing organizations (including capitated physician groups) and Restricted Knox-Keene licensed health plans in California.
+Added: Under current DMHC regulations, our affiliated physician groups, as applicable, are required to, among other things:
+Added: • Maintain, at all times, a minimum “cash-to-claims ratio” (which means the organization’s cash, marketable securities, and certain qualified receivables, divided by the organization’s total unpaid claims liability) of 0.75;
+Added: • Submit periodic reports to the DMHC containing various data and attestations regarding their performance and financial solvency, including incurred but not reported (“IBNR”) calculations, documentation, and attestations as to whether or not the organization (i) was in compliance with the “Knox-Keene Act” requirements related to claims payment timeliness, and (ii) had maintained compliance with minimum “cash-to-claims ratio,” tangible net equity, and positive working capital requirements.
+Added: In the event that a physician group is not in compliance with any of the above criteria, it would be required to describe in a report submitted to the DMHC the reasons for non-compliance and actions to be taken to bring it into compliance.
+Added: Under such regulations, the DMHC can also make some of the information in the reports public, including, but not limited to, whether or not a particular physician organization met each criteria.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 18
+Added: The DMHC determined that, as of December 31 2025 Medcore HP was not in compliance with the DMHC’s positive tangible net equity requirement.
+Added: As a result, the DMHC required Medcore HP to develop and implement a corrective action plan (“CAP”) for such deficiency.
+Added: Medcore HP submitted its CAP in March 2026.
Risks Related to Our Operating History
10 unchanged sentences
We may never be able to generate sufficient revenue to achieve or sustain profitability and our recent and historical growth should not be considered indicative of our future performance.
−Removed: We may need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations.
−Removed: We may need to spend significant amounts to fund our existing operations, including expansion into new geographies, to improve our platform and to develop new services.
−Removed: Based upon management’s assessment of the
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 17
−Removed: Company’s ability to continue as a going concern as described above in the risk factor entitled “ Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern ,” absent additional funding, we believe that our existing cash, cash equivalents and restricted cash are not sufficient to fund our operating and capital needs for at least the next 12 months.
−Removed: We maintain the majority of our cash, cash equivalents and restricted cash in accounts with major U.S.
−Removed: financial institutions, and our deposits at these institutions, at times, may exceed insured limits.
−Removed: Market conditions can impact the viability of these institutions.
−Removed: In the event of failure of any of the financial institutions where we maintain our cash, cash equivalents and restricted cash, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.
−Removed: Any inability to access or delay in accessing these funds could adversely affect our business and financial position.
−Removed: Our expectation regarding the sufficiency of funds is based on assumptions that may change as a result of many factors currently unknown to us.
−Removed: Until such time, if ever, as we can generate sufficient revenue, we may finance our cash needs through a combination of equity offerings and debt financings or other sources.
−Removed: In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.
−Removed: Our present and future funding requirements will depend on many factors, including:
−Removed: • our ability to achieve revenue growth;
−Removed: • our ability to effectively manage medical expense amounts;
−Removed: • the cost of expanding our operations, including our geographic scope, and our offerings, including our marketing efforts;
−Removed: • our rate of progress in launching, commercializing and establishing adoption of our services;
−Removed: • the effect of competing technological and market developments.
−Removed: To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a securityholder.
−Removed: In addition, debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and these forms of financing may have rights, preferences, and privileges senior to those of holders of our common stock and may involve restrictive covenants which could place significant restrictions on our operations.
−Removed: For example, since December 2022, in various private placement transactions and in connection with the issuance of unsecured promissory notes (see Note 10 “Debt” to the consolidated financial statements included elsewhere in this Form 10-K), we have issued an aggregate of 110.8 million shares of Class A common stock and warrants and pre-funded warrants to purchase an aggregate of 307.1 million shares of Class A common stock.
−Removed: See Part II, Item 7A.
−Removed: “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources .” If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, intellectual property, or future revenue streams or grant licenses on terms that may not be favorable to us.
−Removed: Furthermore, any capital raising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to advance development activities.
−Removed: If we are unable to raise additional funds when needed to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects.
Our business and the markets in which we operate are rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
2 unchanged sentences
• attract new members and partner physicians to our platform and position our platform as a convenient and accepted way to access and deliver healthcare;
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 18
• retain our current members, affiliated professional entities and other physician partners and encourage them to continue to utilize our platform and services;
1 unchanged sentence
• comply with existing and new laws and regulations applicable to our business and in our industry;
−Removed: • anticipate and respond to changes in Medicare reimbursement rates and the markets in which we operate;
+Added: • anticipate and respond to changes in Medicare reimbursement rates and the markets in which we operate, including rule changes that may limit the reimbursement we can obtain from Medicare;
• react to challenges from existing and new competitors;
3 unchanged sentences
• hire and retain talented individuals at all levels of our organization;
−Removed: • maintain and improve the infrastructure underlying our platform, including our data protection, intellectual property and cybersecurity;
+Added: • maintain and improve the infrastructure underlying our platform, including our data protection, implementation of artificial intelligence for appropriate functions to the extent permitted by applicable law, intellectual property and cybersecurity;
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 19
• successfully update our platform and services, including expanding our services into different healthcare products and services, develop and update our software, offerings and services to benefit our members.
10 unchanged sentences
We may not be able to maintain compliance with our debt covenants in the future which could result in an event of default.
−Removed: Our Term Loan Facility (as defined herein) with CRG Partners (the “Lender”), the VGS Promissory Note, the VGS 2 Promissory Note and the VGS 3 Promissory Note (each as defined herein) contain affirmative and negative covenants which, among other things, require us to maintain minimum liquidity and annual minimum revenue levels that increase over time and restrict P3 LLC’s ability and the ability of its subsidiaries from, among other things, incurring certain indebtedness and liens, and making certain restricted payments.
−Removed: If we breach these or other financial covenants and fail to secure a waiver or forbearance from the lenders, such breach or failure could result in an event of default and accelerate the repayment of the outstanding or the exercise of other rights or remedies that our lenders may have under
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 19
−Removed: applicable law.
−Removed: As of December 31, 2024, we were not in compliance with its Term Loan Facility, VGS Promissory Note, VGS 2 Promissory Note and VGS 3 Promissory Note covenants related to issuance of the 2024 financial statements with an audit opinion free of a “going concern” explanatory paragraph.
−Removed: The Term Loan Facility, VGS Promissory Note, VGS 2 Promissory Note and VGS 3 Promissory Note lenders have granted us a waiver of the covenant under the Term Loan Facility related to the existence of a “going concern” explanatory paragraph in the audit opinion for our audited financial statements for the fiscal year ended December 31, 2024.
−Removed: We were in material compliance with all other covenants under the Term Loan Facility, VGS Promissory Note, VGS 2 Promissory Note and VGS 3 Promissory Note as of December 31, 2024;
−Removed: however, there can be no assurance that we will be able to maintain compliance with these covenants in the future or that the lenders under the Term Loan Facility, VGS Promissory Note, VGS 2 Promissory Note and VGS 3 Promissory Note or the lenders of any future indebtedness we may incur will grant any such waiver or forbearance in the future.
+Added: Our Term Loan Facility (as defined herein) with CRG Partners (the “Lender”), the VGS Promissory Note, the VGS 2 Promissory Note, the VGS 3 Promissory Note, VGS 4 Promissory Note, and VGS 5 Promissory Note (each as defined herein and collectively, the “Loan Documents”) contain affirmative and negative covenants which, among other things, require us to maintain minimum liquidity and annual minimum revenue levels that increase over time and restrict P3 LLC’s ability and the ability of its subsidiaries from, among other things, incurring certain indebtedness and liens, and making certain restricted payments.
+Added: If we breach these or other financial covenants and fail to secure a waiver or forbearance from the lenders, such breach or failure could result in an event of default and accelerate the repayment of the outstanding debt or the exercise of other rights or remedies that our lenders may have under applicable law.
+Added: We were not in compliance with the Loan Documents’ covenants related to issuance of the 2025 financial statements with an audit opinion free of a “going concern” explanatory paragraph.
+Added: The lenders under the Loan Documents have granted us a waiver of the covenant under the Term Loan Facility related to the existence of a “going concern” explanatory paragraph in the audit opinion for our audited financial statements for the fiscal year ended December 31, 2025.
+Added: We were in material compliance with all other covenants under the Loan Documents as of December 31, 2025;
+Added: however, there can be no assurance that we will be able to maintain compliance with these covenants in the future or that the lenders under the Loan Documents or the lenders of any future indebtedness we may incur will grant any such waiver or forbearance in the future.
We may not recognize the anticipated benefits of recent and future acquisitions or dispositions and any such transactions could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
5 unchanged sentences
We cannot ensure that any acquisition we make will not have a material adverse effect on our business, financial condition and results of operations.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 20
A significant portion of our assets consists of other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
5 unchanged sentences
Goodwill or intangible asset impairments have had, and any future impairments may have, a material adverse effect on our results of operations.
+Added: We may need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations.
+Added: We may need to spend significant amounts to fund our existing operations, including expansion into new geographies, to improve our platform and to develop new services.
+Added: Based upon management’s assessment of the Company’s ability to continue as a going concern as described above in the risk factor entitled “ Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern ,” absent additional funding, we believe that our existing cash, cash equivalents and restricted cash are not sufficient to fund our operating and capital needs for at least the next 12 months.
+Added: We maintain the majority of our cash, cash equivalents and restricted cash in accounts with major U.S.
+Added: financial institutions, and our deposits at these institutions, at times, may exceed insured limits.
+Added: Market conditions can impact the viability of these institutions.
+Added: In the event of failure of any of the financial institutions where we maintain our cash, cash equivalents and restricted cash, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.
+Added: Any inability to access or delay in accessing these funds could adversely affect our business and financial position.
+Added: Our expectation regarding the sufficiency of funds is based on assumptions that may change as a result of many factors currently unknown to us.
+Added: Until such time, if ever, as we can generate sufficient revenue, we may finance our cash needs through a combination of equity offerings and debt financings or other sources.
+Added: In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.
+Added: Our present and future funding requirements will depend on many factors, including:
+Added: • our ability to achieve revenue growth;
+Added: • our ability to effectively manage medical expense amounts;
+Added: • the cost of expanding our operations, including our geographic scope, and our offerings, including our marketing efforts;
+Added: • our rate of progress in launching, commercializing and establishing adoption of our services;
+Added: • the effect of competing technological and market developments.
+Added: To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a securityholder.
+Added: In addition, debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and these forms of financing may have rights, preferences, and privileges senior to those of holders of our common stock and may involve restrictive covenants which could place significant restrictions on our operations.
+Added: For example, from December 2022 through December 2025, in various private placement transactions and in connection with the issuance of unsecured promissory notes (see Note 11 “Debt” to the consolidated financial statements included elsewhere in this Form 10-K), we have issued an aggregate of 14.7 million shares of Class A common stock and warrants and pre-funded warrants to purchase an aggregate of 8.2 million shares of Class A common stock.
+Added: See Part II, Item 7A.
+Added: “ Management’s Discussion and Analysis of Financial Condition
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 21
+Added: and Results of Operations—Liquidity and Capital Resources .” If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, intellectual property, or future revenue streams or grant licenses on terms that may not be favorable to us.
+Added: Furthermore, any capital raising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to advance development activities.
+Added: If we are unable to raise additional funds when needed to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects.
Risks Related to Our Business and Industry
Pandemics or epidemics have impacted, and may in the future impact, our operations and may materially and adversely affect our business and financial results.
−Removed: The extent to which any pandemic, epidemic, or outbreak of an infectious disease may directly or indirectly impact our operations and results of operations will depend on multiple factors, including, but not limited to the ultimate geographic spread of the disease, the duration and scope of the outbreak, the emergence of variants, the availability and efficacy of vaccines, and government, social, business and other actions that are taken in response to the pandemic or outbreak.
+Added: The extent to which any pandemic, epidemic, or outbreak of an infectious disease may directly or indirectly impact our operations and results of operations will depend on multiple factors, including, but not limited to the ultimate geographic spread of the disease, the duration and scope of the outbreak, the emergence of variants, the availability and efficacy of vaccines, and government, social, business and other actions that are taken in response to the pandemic or outbreak, including federal designation as a public health emergency (“PHE”) and the federal regulatory and legislative response to addressing that PHE.
We may be unable to properly anticipate or prepare for these events and, as a result, our business may be materially adversely impacted.
4 unchanged sentences
From time to time, there may be changes in our management team resulting from the hiring or departure of executives, which could disrupt our business.
−Removed: The replacement of one or more of our executive officers or
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 20
−Removed: other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.
+Added: The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.
Our business would also be adversely affected if we fail to adequately plan for succession of our leadership or if we fail to effectively recruit, integrate, retain and develop key talent and/or align our talent with our business needs, in light of the current rapidly changing environment.
3 unchanged sentences
We continued to experience labor shortages in 2025.
+Added: Additionally, the trend towards eliminating or significantly reducing the enforceability of restrictive covenants and non-compete provisions in states where we operate or may operate in the future, may impair our ability to attract or retain talent, and may have unforeseen consequences on wages and benefits for physicians and other healthcare providers.
A number of factors have and may in the future adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies, increased wages offered by other employers, and other government regulations.
6 unchanged sentences
Failure to attract new personnel or failure to retain and motivate our current personnel could have a material adverse effect on our business, financial condition and results of operations.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 22
Our growth depends in part on our ability to identify and develop successful new geographies, physician partners, payors and patients.
9 unchanged sentences
Integration and other risks can be more pronounced for larger and more complicated relationships or relationships outside of our core business space, or if multiple relationships are pursued simultaneously.
−Removed: Additionally, new geographies may be characterized by stakeholder preferences for, and experience with, rates of MA enrollment, MA reimbursement rates, payor concentration and rates of unnecessary variability in and utilization of medical care that differ from those in the geographies where our existing operations are located.
−Removed: Likewise, new geographies into which we seek to expand may have laws and regulations that differ from those applicable to our current operations.
+Added: Additionally, new geographies may be characterized by stakeholder preferences for, and experience with, rates of MA enrollment, MA reimbursement rates, the characteristics of the populations eligible for or covered by MA, payor concentration and rates of unnecessary variability in and utilization of medical care that differ from those in the geographies where our existing operations are located.
+Added: Likewise, new geographies into which we seek to expand may have laws and regulations that differ from those applicable to our current operations that may delay, impede, or even preclude successful expansion into those markets.
We may be unfamiliar with the regulatory requirements in each geography that we enter, and we may be forced to incur significant expenditures to ensure compliance with requirements to which we are subject.
If we are unable or unwilling to incur such costs, our growth in new geographies may be less successful than in our current geographies.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 21
Further, our growth to date has increased the significant demands on our management, operational and financial systems, infrastructure and human and capital resources.
5 unchanged sentences
Substantially all of our total revenue relates to federal government healthcare programs.
−Removed: The policies and decisions made by the federal government regarding these programs have a substantial impact on the size of our membership base, the reimbursement rates among members, and our network of providers and therefore, our results of operation.
+Added: The policies and decisions made by the federal government regarding these programs have a substantial impact on the size of our membership base, the reimbursement rates among members and manner in which those rates are changed or updated, and our network of providers and therefore, our results of operation.
Additionally, our future results of operations depend, in part, on our ability to expand our services and offerings, including broadening our continuum of care.
1 unchanged sentence
As the composition of our membership base changes, due to programmatic, competitive, regulatory, benefit design, economic or other changes, there is a corresponding change to our premium revenue, costs and margins, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 23
Additional factors that could affect our ability to sell products and services include, but are not limited to:
9 unchanged sentences
The estimates and forecasts in this Form 10-K and our other public disclosures relating to the size and expected growth of the market for our services and the estimates of our market opportunity may prove to be inaccurate.
−Removed: Principal assumptions relating to our market opportunity include estimates of the total number and average length of relationships between MA patients and their physicians, historical MA patient growth rates, amount of revenue and medical expenses associated with MA members expected to be attributed to our affiliated professional entities and other physician partners and historical experience that such physician partners have with a similar platform.
+Added: Principal assumptions relating to our market opportunity include estimates of the total number and average length of relationships between MA patients and their physicians, the ratings of the MA patients within the target market’s population, historical MA patient growth rates, amount of revenue and medical expenses associated with MA members expected to be attributed to our affiliated professional entities and other physician partners and historical experience that such physician partners have with a similar platform.
Our market opportunity is based on the assumption that our platform, partnership and network model will be more attractive to potential physician partners than competing options.
However, potential physician partners may elect to pursue a different strategic option.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 22
Changes in our anticipated ratio of medical expense to revenue can significantly impact our financial results.
3 unchanged sentences
Factors that may cause medical expenses to exceed estimates include:
−Removed: • the health status of our members;
+Added: • the health status of our members, including changes to that status and ability to adjust MA reimbursement to reflect that risk, including due to changes in MA measurement of risk and reimbursement;
• higher levels of hospitalization among our members;
• higher than expected utilization of new or existing healthcare services or technologies;
−Removed: • an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise;
+Added: • an increase in the cost of healthcare services and supplies, whether as a result of inflation, labor competition, or otherwise;
• changes to mandated benefits or other changes in healthcare laws, regulations and practices;
1 unchanged sentence
• changes in the demographics of our members and medical trends;
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 24
• contractual or claims disputes with providers, hospitals or other service providers within and outside a health plan’s network;
15 unchanged sentences
Delays, uncertainties and disagreements regarding the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing and other costs related to resolving disagreements or uncertainties.
−Removed: For example, in July 2021, a discrepancy was identified in the service agreement with one of our health plans in the way the revenue of Medicare Part C
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 23
−Removed: and Medicare Part D was being calculated compared to the definitions of “revenue” under the service agreement.
+Added: For example, in July 2021, a discrepancy was identified in the service agreement with one of our health plans in the way the revenue of Medicare Part C and Medicare Part D was being calculated compared to the definitions of “revenue” under the service agreement.
This discrepancy resulted in a contract dispute and a renegotiation of the service agreement.
In January 2023, the renegotiation was settled and we reflected the known settlement of $5.0 million within health plan settlements payable on our consolidated balance sheet as of December 31, 2022.
−Removed: The remaining settlement balance of $3.0 million is recorded within health plan settlements payable on our consolidated balance sheet as of December 31, 2024.
In addition, certain of our patients are covered under health plans that require the patient to cover a portion of their own healthcare expenses through the payment of copayments or deductibles.
4 unchanged sentences
State law applicable to telehealth, particularly licensure requirements, was also relaxed in many jurisdictions as a result of the COVID-19 pandemic.
−Removed: It is unclear which, if any, of these changes will remain in place permanently and which will be rolled-back.
−Removed: If regulations change to restrict our ability to or prohibit us from delivering care through telehealth modalities, our financial condition and results of operations may be adversely affected.
+Added: Although telehealth flexibilities have been durable since the end of the COVID-19 pandemic, the availability of these flexibilities and extent to which Medicare will pay for remote care is the subject of annual legislation to fund Medicare and the annual publication of the Physician Fee Schedule.
+Added: While Telehealth has generally remained intact during 2025 and Medicare will permit many telehealth services through December 31, 2027, the lack of permanent
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 25
+Added: legislation assuring its funding as covered services will create periodic uncertainty regarding the long-term future of telehealth as an avenue of providing services to patients, and makes the availability of this service subject to periodic political or fiscal debates.
+Added: If laws or regulations change to restrict our ability to or prohibit us from delivering care through telehealth modalities, our financial condition and results of operations may be adversely affected.
The termination or non-renewal of the Medicare Advantage contracts held by the health plans with which we contract, or the termination or nonrenewal of our contracts with those plans, could have a material adverse effect on our revenue and operations.
1 unchanged sentence
Our operations are dependent on a concentrated number of payors with whom we contract to provide services to members.
−Removed: 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.
+Added: 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.
If a plan with which we contract for these services loses its MA contracts with CMS, receives reduced or insufficient government reimbursement under the MA program, decides to discontinue its MA and/or commercial plans, decides to contract with another company to provide capitated care services to its members, or decides to directly provide care, our contract with that plan could be at risk and we could lose revenue.
+Added: Increased attention to the costs of the MA program in the media and within HHS may result in smaller-than-expected increases in MA reimbursement and make participation in MA less desirable in comparison to other plans, such as traditional FFS Medicare.
+Added: On January 26, 2026, CMS issued its Advance Notice identifying proposed methodological changes to risk calculation and capitation beginning in calendar year 2027, soliciting public comments in response to these proposals before finalizing MA’s payment rules for calendar year 2027.
+Added: This public comment period ended on February 25, 2026, with more than 46,500 comments received by CMS.
+Added: Although the Advance Notice identifies an effective growth rate of 4.97%, CMS’s own calculations estimate that the average increase in MA reimbursement will be 0.09% compared to calendar year 2026.
+Added: This Advance Notice also proposes changes in risk adjustment methodology and star ratings for MA plans under HHS’s mandatory five-star rating system.
In addition, certain of our contracts with health plans are terminable without cause.
If any of these contracts were terminated, certain patients covered by such plans may choose to shift to another PCP within their health plan’s network.
−Removed: Moreover, our inability to maintain our agreements with health plans, in particular with key payors such as Centene Corporation, Atrio Health Plans, United Healthcare and Aetna, with respect to their MA members or to negotiate favorable terms for those agreements in the future, could result in the loss of patients and could have a material adverse effect on our profitability and business.
+Added: Moreover, our inability to maintain our agreements with health plans, in particular with key payors such as Centene Corporation, Atrio Health Plans, United Healthcare, Humana and Aetna, with respect to their MA members or to negotiate favorable terms for those agreements in the future, could result in the loss of patients and could have a material adverse effect on our profitability and business.
The healthcare industry has also experienced and continues to experience a trend of consolidation, resulting in fewer but larger payors that have significant bargaining power, given their market share.
6 unchanged sentences
Likewise, our physician partners could take actions contrary to our instructions, requests, policies or objectives or applicable law, or could have economic or business interests or goals that are or become inconsistent with our own.
−Removed: Further, our physician partners may not engage with our platform to assist in improving overall quality of care and
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 24
−Removed: management of healthcare costs, which could produce results that are inconsistent with our estimates and financial models and negatively impact our growth.
+Added: Further, our physician partners may not engage with our platform to assist in improving overall quality of care and management of healthcare costs, which could produce results that are inconsistent with our estimates and financial models and negatively impact our growth.
In addition to receiving care from our affiliated professional entities and other physician partners, our members also receive care from an array of hospitals, specialists and ancillary providers who typically contract directly with our payors.
2 unchanged sentences
Any of these consequences could adversely impact our business, financial condition and results of operations.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 26
We could also experience significant losses if the expenses incurred to deliver healthcare services to our attributed members exceed revenue we receive from payors in respect of our attributed members.
3 unchanged sentences
Reductions in the quality ratings of the health plans we serve could have a material adverse effect on our business, results of operations, financial condition and cash flows.
−Removed: As a result of the Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “ACA”), the level of reimbursement each health plan receives from CMS is dependent, in part, upon the quality rating of the MA plan.
+Added: As a result of the ACA, the level of reimbursement each health plan receives from CMS is dependent, in part, upon the quality rating of the MA plan.
Such ratings impact the percentage of any cost savings rebate and any bonuses earned by such health plan.
1 unchanged sentence
Given each health plan’s control of its plans and the many other providers that serve such plans, we believe that we will have limited ability to influence the overall quality rating of any such plan.
−Removed: The Bipartisan Budget Act, passed in February 2018, implemented certain changes to prevent artificial inflation of star ratings for MA plans offered by the same organization.
+Added: The Bipartisan Budget Act, passed in February 2018, implemented certain changes to prevent artificial inflation of star ratings for MA plans offered by the same organization, with such ratings subject to CMS’s regulation and oversight through periodic recalibration of ratings criteria and data relied upon for such calculations.
In addition, CMS has terminated plans that have had a rating of less than three stars for three consecutive years, whereas MA plans with five stars are permitted to conduct enrollment throughout almost the entire year.
+Added: On January 26, 2026, CMS issued its Advance Notice identifying proposed methodological changes to risk calculation and capitation beginning in calendar year 2027, which proposes changes to this star rating system for MA plans that may be more stringent and result in reduced average reimbursement for MA organizations and their providers if finalized.
Because low quality ratings can potentially lead to the termination of a plan that we serve, we may not be able to prevent the potential termination of a contracting plan or a shift of patients to other plans based upon quality issues which could, in turn, have a material adverse effect on our business, results of operations, financial condition and cash flows.
4 unchanged sentences
Competition from hospitals, managed service organizations and provider networks and data analysis consultants, payors and other parties could result in payors changing the benefit structure that is offered to our members, which could negatively impact our profitability and market share.
−Removed: Our primary competitors include Oak Street Health, Inc., Astrana Health, Inc.
+Added: Our primary competitors include Aledade, Astrana Health, Inc.
and agilon health, inc., in addition to numerous local provider networks, hospitals and health systems.
Moreover, large, well-financed payors have in some cases developed their own managed 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, including in geographic areas we serve.
−Removed: This may result in a more competitive environment and increased challenges to
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 25
−Removed: grow at the rates we have projected.
+Added: This may result in a more competitive environment and increased challenges to grow at the rates we have projected.
We expect that competition will continue to increase as a result of consolidation in the healthcare industry and increased demand for its services.
1 unchanged sentence
Further, our current or potential competitors may be acquired by or partner with third parties with greater resources than we have.
−Removed: As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial benefits structure and premium competition.
+Added: As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial benefits
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 27
+Added: structure and premium competition.
In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with providers of complementary services, technologies or services to increase the attractiveness of their services.
15 unchanged sentences
Developments affecting spending by the healthcare industry could adversely affect our business.
−Removed: healthcare industry has changed significantly in recent years, and we expect that significant changes will continue to occur, including as a result the recent change in U.S.
+Added: healthcare industry has changed significantly in recent years, and we expect that significant changes will continue to occur, including as a result of the current U.S.
Presidential administration.
+Added: Future changes are expected as a result of the upcoming midterm Congressional elections in 2026.
General reductions in expenditures by healthcare industry participants could result from, among other things:
1 unchanged sentence
• consolidation of healthcare industry participants;
+Added: • finalization of the calendar year 2027 MA rates, including any changes to risk adjustment and other factors that affect the total spending allocated to the MA program;
+Added: • reductions in government funding for healthcare, whether for providers, beneficiaries, or otherwise;
P3 Health Partners Inc.
| 2025 Form 10-K | 28
−Removed: • reductions in government funding for healthcare;
• adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants.
6 unchanged sentences
Successful medical liability claims could result in substantial damage awards that exceed the limits of our and those affiliated professionals’ insurance coverage.
+Added: Legislative changes in California and Nevada have resulted in increased damages that can be recovered in medical liability claims.
+Added: Relatedly, legislative changes in Nevada have resulted in changes to the coverage requirements for medical liability insurance policies when defending and paying claims, resulting in upward pressure on premiums, and may result in increased deductibles or self-insurance requirements for such policies.
We carry or will carry professional liability insurance for the Company and each of our healthcare professionals.
5 unchanged sentences
If we or our affiliated professional entities or other physician partners fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.
−Removed: The 21st Century Cures Act (the “Cures Act”), which was passed and signed into law in December 2016, includes provisions related to data interoperability, information blocking and patient access.
−Removed: In March 2020, the HHS, Office of the National Coordinator for Health Information Technology, which is now known as the Office of the Assistant Secretary for Technology Policy and Office of the National Coordinator for Health Information Technology (“ASTP/ONC”), and CMS finalized and issued complementary rules that are intended to clarify provisions of the Cures Act regarding interoperability and information blocking, and include, among other things, requirements surrounding information blocking, changes to ASTP/ONC’s health IT certification program and requirements that CMS regulated payors make relevant claims/care data and provider directory information available through standardized patient access and provider directory application programming interfaces that connect to provider electronic health record systems.
−Removed: The companion rules will transform the way in which healthcare providers, health IT developers, health information exchanges/health information networks (“HIEs/HINs”), and health plans share patient information, and create significant new requirements for healthcare industry participants.
−Removed: For example, the ASTP/ONC rule, which went into effect on April 5, 2021, prohibits healthcare providers, health IT developers of certified health IT, and HIEs/HINs from engaging in practices that are likely to interfere with, prevent, materially discourage, or otherwise inhibit the access, exchange or use of electronic health information (“EHI”), also known as “information blocking.” To further support access and exchange of EHI, the ASTP/ONC rule identifies eight “reasonable and necessary activities” as exceptions to information blocking activities, as long as specific conditions are met.
−Removed: In June 2023, the HHS Office of Inspector General (“OIG”) published its final rule implementing the statutory penalties for information blocking, which are up to $1 million per violation.
+Added: The Cures Act included many provisions related to data interoperability, information blocking and patient access.
+Added: In March 2020, the HHS, Office of the National Coordinator for Health Information Technology, which is now known as the Office of the Assistant Secretary for Technology Policy and Office of the National Coordinator for Health Information Technology (“ASTP/ONC”), and CMS finalized and issued complementary rules that are intended to clarify provisions of the Cures Act regarding interoperability and information blocking, known as the Information Blocking Rule, which took effect in 2022.
+Added: This rule includes, among other things, requirements surrounding information blocking, changes to ASTP/ONC’s health IT certification program and requirements that CMS regulated payors make relevant claims/care data and provider directory information available through standardized patient access and provider directory application programming interfaces that connect to provider electronic health record systems.
+Added: The Information Blocking Rule affected the information sharing and accessibility practices of healthcare providers, health IT developers, health information exchanges/health information networks (“HIEs/HINs”), and health plans, including us.
+Added: For example, this rule prohibits healthcare providers, health IT developers of certified health IT, and HIEs/HINs from engaging in practices that are likely to interfere with, prevent, materially discourage, or otherwise inhibit the access, exchange or use of electronic health information (“EHI”), also known as “information blocking.” To further support access and exchange of EHI, the ASTP/ONC rule identifies eight “reasonable and necessary activities” as exceptions to information blocking activities, as long as specific conditions are met.
+Added: In June 2023, HHS finalized its regulations implementing statutory penalties for information blocking, which are up to $1 million per violation.
Enforcement of information blocking penalties began on September 1, 2023;
−Removed: Further, in December 2023, ASTP/ONC finalized its rule titled Health Data, Technology, and Interoperability:
−Removed: Certification Program Updates, Algorithm Transparency, and Information Sharing (“HTI-1 Final Rule”).
−Removed: Among other things, the HTI-1 Final Rule narrows the scope of entities that qualify as certified health IT developers, makes updates to its Health IT Certification Program requirements, a voluntary program for certifying health IT, and modifies the information blocking exceptions.
−Removed: In addition, in December 2024, ASTP/ONC issued the HTI-2 Final Rule, which among other things, finalizes certain Trusted Exchange Framework and Common Agreement (“TEFCA”)-related
+Added: subsequent rulemaking in December 2023 and December 2024 narrowed the scope of entities that qualify as certified health IT developers, updated Health IT Certification Program requirements, modified information blocking exceptions, added a definition of “reproductive health care,” created a new Protecting Care Access Exception and finalized revisions to the Privacy and Infeasibility Exceptions.
+Added: Any failure to comply with these rules could have a material adverse effect on our business, results of operations and financial condition.
P3 Health Partners Inc.
| 2025 Form 10-K | 29
−Removed: proposals, and amends the information blocking regulations by including definitions related to the TEFCA Manner Exception.
−Removed: In December 2024, ASTP/ONC also released the final HTI-3 Final Rule, which among other things, finalizes the addition of a definition of “reproductive health care,” creates a new Protecting Care Access Exception and finalizes revisions to the Privacy and Infeasibility Exceptions.
−Removed: Any failure to comply with these rules could have a material adverse effect on our business, results of operations and financial condition.
Our business and operations would suffer in the event of information technology system failures, security breaches, cyberattacks or other deficiencies in cybersecurity.
1 unchanged sentence
While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, materially adversely affect our operating results by limiting our capacity to effectively monitor and control our operations.
−Removed: Despite our implementation of a variety of security measures, our information technology systems could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering or any weather-related disruptions where our headquarters is located.
+Added: Despite our implementation of a variety of security measures, our information technology systems have been and could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering or any weather-related disruptions where our headquarters is located.
In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.
10 unchanged sentences
We have in the past experienced low-threat attacks by hackers or breaches due to employee error, malfeasance or other malicious or inadvertent disruptions.
−Removed: For example, in April 2023 we were the target of a type of wire transfer fraud known as business email compromise (“BEC”) scam.
+Added: For example, in April 2023 we were the target of a type of wire transfer fraud known as a business email compromise (“BEC”) scam.
BEC scams involve using social engineering to cause employees to wire funds to the perpetrators in the mistaken belief that the requests were made by a company executive or established vendor.
4 unchanged sentences
Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 28
Any such breach or interruption could compromise our networks and the Confidential Information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen.
3 unchanged sentences
Accordingly, we are at risk that cyberattackers exploit these known vulnerabilities before they have been addressed.
−Removed: If a cyberattack or security incident were to occur and cause interruptions in our operations, it could result in legal claims or proceedings, and liability under federal or state laws that protect the privacy of personal information, and corresponding regulatory penalties.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 30
+Added: Past and future cyberattacks or security incidents could result in legal claims or administrative or civil proceedings, and liability under federal or state laws that protect the privacy of personal information, and corresponding regulatory penalties.
In addition, we could face criminal liability, damages for contract breach and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations.
−Removed: Notice of breaches may be required to be made to affected individuals or other state or federal regulators, and for extensive breaches, notice may need to be made to the media or State Attorneys General.
+Added: Notice of breaches may be required to be made to affected individuals, HHS, or other state or federal regulators;
+Added: for extensive breaches, notice may need to be made to the media or State Attorneys General.
Such a notice could harm our reputation and our ability to compete.
4 unchanged sentences
Numerous state and federal laws, regulations, standards and other legal obligations, including consumer protection laws and regulations, which govern the collection, dissemination, use, access to, confidentiality, security and processing of personal information, including health-related information, could apply to our operations or the operations of our partners.
−Removed: For example, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”), imposes privacy, security and breach notification obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services that involve creating, receiving, maintaining or transmitting individually identifiable health information for or on behalf of such covered entities, and their covered subcontractors.
+Added: For example, HIPAA imposes privacy, security and breach notification obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services that involve creating, receiving, maintaining or transmitting individually identifiable health information for or on behalf of such covered entities, and their covered subcontractors.
HIPAA requires covered entities, such as the affiliated professional entities or other physician partners, and business associates, such as us, to develop and maintain policies with respect to the protection of, use and disclosure of PHI, including the adoption of administrative, physical and technical safeguards to protect such information, and certain notification requirements in the event of a breach of unsecured PHI.
Additionally, under HIPAA, covered entities must report breaches of unsecured PHI to affected individuals without unreasonable delay, not to exceed 60 days following discovery of the breach by a covered entity or its agents.
−Removed: Notification also must be made to the HHS Office for Civil Rights and, in certain circumstances involving large breaches, to the media.
−Removed: Business associates must report breaches of unsecured PHI to covered entities within 60 days of discovery of the breach by the business associate or its agents.
+Added: Notification also must be made to the HHS Office for Civil Rights and, in certain circumstances involving large breaches, to the media and disclosed on the internet.
+Added: Business associates, as defined in the HIPAA regulations, must report breaches of unsecured PHI to covered entities within 60 days of discovery of the breach by the business associate or its agents.
A non-permitted use or disclosure of PHI is presumed to be a breach under HIPAA unless the covered entity or business associate establishes that there is a low probability the information has been compromised consistent with requirements enumerated in HIPAA.
−Removed: Entities that are found to be in violation of HIPAA as the result of a breach of unsecured PHI, a complaint about privacy practices or an audit by HHS may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
+Added: Entities that are found to be in violation of HIPAA as the result of a breach of unsecured PHI, a complaint about privacy practices (including refusal of access to PHI) or an audit by HHS may be subject to significant civil and administrative fines and penalties, and may even face criminal penalties, in addition to potential additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
HIPAA also authorizes state attorneys general to file suit on behalf of their residents.
1 unchanged sentence
While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.
−Removed: The Federal Trade Commission (the “FTC”) also has authority to initiate enforcement actions against entities that mislead customers about HIPAA compliance, make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.
−Removed: Even when HIPAA does not apply, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps
+Added: The Federal Trade Commission (the “FTC”) also has authority to initiate enforcement actions against entities that mislead customers about HIPAA compliance, make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act, including for healthcare-related information that is beyond the scope of HIPAA.
+Added: Even when HIPAA does not apply, the FTC treats violations of consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair and/or deceptive acts or practices in violation of Section 5(a) of the Federal Trade Commission Act and, where applicable, its related Health Breach Notification Rule, which imposes HIPAA-like reporting obligations on companies that maintain individuals’ healthcare information that is not subject to HIPAA’s protections.
+Added: The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
+Added: We expect even greater scrutiny by federal and state regulators, partners, and consumers of our
P3 Health Partners Inc.
| 2025 Form 10-K | 31
−Removed: to keep consumers’ personal information secure may constitute unfair and/or deceptive acts or practices in violation of Section 5(a) of the Federal Trade Commission Act.
−Removed: The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.
−Removed: We expect even greater scrutiny by federal and state regulators, partners, and consumers of our collection, use and disclosure of health information.
+Added: collection, use and disclosure of health information.
Additionally, federal and state consumer protection laws are increasingly being applied by FTC and states’ attorneys general to regulate the collection, use, storage, and disclosure of personal information, through websites or otherwise, and to regulate the presentation of website content.
Further, certain states have also adopted comparable privacy and security laws and regulations which govern the privacy, processing and protection of health-related and other personal information.
−Removed: Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.
+Added: Such laws and regulations are subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.
For example, the state of Nevada enacted a law that went into force on October 1, 2019 and requires companies to honor consumers’ requests to no longer sell their data.
2 unchanged sentences
receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal information, and enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf.
−Removed: California’s Confidentiality of Medical Information Act (the “CMIA”) places restrictions on the use and disclosure of health information, including PHI, and other personal information, and can impose a significant compliance obligation.
+Added: Nevada enacted a similar revision to its privacy laws through the 2019 Nevada Privacy Law, which took effect on October 1, 2019.
+Added: Specific to medical information, California’s Confidentiality of Medical Information Act (the “CMIA”) places restrictions on the use and disclosure of health information, including PHI, and other personal information, and can impose a significant compliance obligation.
Violations of the CMIA can result in criminal, civil and administrative sanctions, and the CMIA also provides individuals a private right of action with respect to disclosures of their health information that violate CMIA.
3 unchanged sentences
Nevada has also passed a similar consumer health data law, and given the increased focus on the use of health data by entities that are not subject to HIPAA, additional states are expected to pass consumer health privacy laws.
−Removed: In addition, we use artificial intelligence (“AI”), machine learning, and automated decision-making technologies (collectively, “AI Technologies”) in our business.
−Removed: The regulatory framework for AI Technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations.
−Removed: Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of AI Technologies.
−Removed: As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
−Removed: It is possible that new laws and regulations will be adopted in the United States, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies.
−Removed: We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions.
−Removed: Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies).
Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply.
−Removed: Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 30
−Removed: unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations.
+Added: Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations.
Any future litigation against us could be costly and time-consuming to defend.
7 unchanged sentences
Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating these taxes.
−Removed: In particular, changes in presidential, congressional, state and local administrations in the United States could result in significant changes in, and uncertainty with respect to, tax legislation, regulation and government policy directly affecting our business or indirectly affecting us because of impacts on our members, providers and vendors.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 32
+Added: particular, changes in presidential, congressional, state and local administrations in the United States could result in significant changes in, and uncertainty with respect to, tax legislation, regulation and government policy directly affecting our business or indirectly affecting us because of impacts on our members, providers and vendors.
Our effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to our existing business and operations, acquisitions and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles and interpretations.
10 unchanged sentences
• our ability to effectively manage the size and composition of our network of healthcare providers relative to the level of demand for services from our members and our clients’ members and patients;
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 31
• our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors;
• client and member renewal rates and the timing and terms of client and member renewals;
−Removed: • changes to our pricing model;
+Added: • changes to our pricing model, including due to lack of growth or reductions in MA reimbursement levels;
• our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services;
3 unchanged sentences
• the timing of expenses related to the development or acquisition of technologies or businesses;
−Removed: • pandemic or epidemics.
+Added: • pandemics or epidemics.
Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our Class A common stock and publicly traded warrants.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 33
Our only significant asset is the ownership of a minority of the economic interest in P3 LLC, and such ownership may not be sufficient to generate the funds necessary to meet our financial obligations or to pay any dividends on our Class A common stock.
9 unchanged sentences
As a result, we generally will incur taxes on our allocable share of any net taxable income generated by P3 LLC.
−Removed: Under the terms of the P3 LLC Amended and Restated Limited Liability Agreement (the “P3 LLC A&R LLC Agreement”), and the Tax Receivable Agreement, P3 LLC is obligated to make tax distributions or payments to holders of its P3 LLC units, including us, except to the extent such distributions or payments would render P3 LLC insolvent or are otherwise prohibited by law or the terms of any credit facility.
+Added: Under the terms of the P3 LLC Amended and Restated Limited Liability Company Agreement (the “P3 LLC A&R LLC Agreement”), and the Tax Receivable Agreement, P3 LLC is obligated to make tax distributions or payments to holders of its P3 LLC units, including us, except to the extent such distributions or payments would render P3 LLC insolvent or are otherwise prohibited by law or the terms of any credit facility.
In addition to our tax payment obligations, we also incur expenses related to our operations and our interests in P3 LLC, including costs and expenses of being a publicly traded company, all of which could be significant.
4 unchanged sentences
Changes in weather patterns and an increased frequency, intensity and duration of extreme weather events (such as floods, droughts, hurricanes, wildfires and severe storms), whether as a result of climate change or otherwise, could, among other things, disrupt our operations or damage or destroy our headquarters or owned or managed clinics, which may cause us to suffer losses and additional costs to maintain or resume operations, which could have an adverse impact on our business and results of operations.
−Removed: Public health crises arising from such extreme weather events and natural disasters or
+Added: Public health crises arising from such extreme weather events and natural disasters or effects of climate change could also impact our business operations and result in increased medical care costs.
+Added: For example, natural disasters, such as a wildfire affecting California, could have significant impacts on the health of a large number of our members.
+Added: In addition, implementing changes to mitigate risks associated with such events may result in substantial short- and long-term additional operational expenses, which could have a material adverse effect on our business, results of operations or financial condition.
+Added: Changes in laws and regulations related to AI Technologies could adversely affect our products, services, and results of operations.
+Added: We use artificial intelligence (“AI”), machine learning, and automated decision-making technologies (collectively, “AI Technologies”) in our business.
+Added: The regulatory framework for AI Technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations that govern the use of AI Technologies in healthcare applications, including for documentation, administrative tasks, and utilization in the review, denial, or appeal of claims.
+Added: Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of AI Technologies.
+Added: As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
+Added: It is possible that new laws and regulations will be adopted in the United States, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects
P3 Health Partners Inc.
| 2025 Form 10-K | 34
−Removed: effects of climate change could also impact our business operations and result in increased medical care costs.
−Removed: For example, natural disasters, such as a major hurricane affecting Florida or wildfire affecting California, could have significant impacts on the health of a large number of our members.
−Removed: In addition, implementing changes to mitigate risks associated with such events may result in substantial short- and long-term additional operational expenses, which could have a material adverse effect on our business, results of operations or financial condition.
+Added: the performance of our products, services, and business and the way in which we use AI Technologies.
+Added: We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions.
+Added: Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies).
Risks Related to Our Legal and Regulatory Environment
3 unchanged sentences
Of particular importance are:
−Removed: • the federal Anti-Kickback Statute (the “AKS”), which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
+Added: • the AKS, which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
Although there are several statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution, the exceptions and safe harbors are drawn narrowly.
2 unchanged sentences
Further, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
−Removed: • the federal physician self-referral law (the “Stark Law”), which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services (“DHS”), if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS.
+Added: • the Stark Law, which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of DHS, if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS.
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;
−Removed: • the federal False Claims Act (the “FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits.
+Added: • the FCA, which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits.
There are many potential bases for liability under the FCA.
41 unchanged sentences
If a jurisdiction’s prohibition on the corporate practice of medicine or fee-splitting is interpreted in a manner that is inconsistent with our practices, we would be required to restructure or terminate our arrangements with our affiliated professional entities and other physician partners to bring our activities into compliance with such laws.
−Removed: A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition and results of operations.
+Added: A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in professional disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition and results of operations.
State corporate practice and fee-splitting prohibitions also often impose penalties on healthcare professionals for aiding in the improper rendering of professional services, which could discourage physicians and other healthcare professionals from providing clinical services to members of the health plans with whom we contract.
1 unchanged sentence
These audits could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation.
−Removed: As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental inspections, reviews, audits and investigations to verify our compliance with these programs and applicable laws and regulations.
+Added: As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental inspections, reviews, audits and investigations to verify our compliance with these programs and applicable laws and
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 37
Other third-party payors may also reserve the right to conduct audits.
2 unchanged sentences
• refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from payors;
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 35
• state or federal agencies imposing fines, penalties and other sanctions on us;
5 unchanged sentences
• criminal penalties;
−Removed: • a corporate integrity agreement with HHS’s Office of Inspector General;
+Added: • a corporate integrity agreement with HHS’s OIG;
• loss of certain rights under, or termination of, our contracts with payors.
17 unchanged sentences
In addition, we could be liable for penalties to the government under the federal FCA, that include a monetary penalty adjusted for inflation on an annual basis for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the government for each such false claim.
−Removed: CMS has indicated that payment adjustments will not be limited to RAF scores for the specific MA enrollees for which errors are found but may also be extrapolated to the entire MA plan subject to a particular CMS contract.
−Removed: Based on a final rule issued by CMS in January 2023, overpayments to MA plans that are identified as a result of a Risk Adjustment Data Validation (“RADV”) audit will be subject to extrapolation for plan year 2018 and any subsequent plan year.
−Removed: On November 14, 2024, CMS initiated the payment year 2018 MA RADV audits and expects to begin issuing payment year
P3 Health Partners Inc.
| 2025 Form 10-K | 38
−Removed: 2018 audit findings in mid-calendar year 2026.
+Added: CMS has indicated that payment adjustments will not be limited to RAF scores for the specific MA enrollees for which errors are found but may also be extrapolated to the entire MA plan subject to a particular CMS contract.
+Added: Based on a final rule issued by CMS in January 2023, overpayments to MA plans that are identified as a result of a Risk Adjustment Data Validation (“RADV”) audit will be subject to extrapolation for plan year 2018 and any subsequent plan year.
+Added: On November 14, 2024, CMS initiated the payment year 2018 MA RADV audits and expects to begin issuing payment year 2018 audit findings in mid-calendar year 2026.
In addition, CMS will not apply an adjustment factor, known as an FFS Adjuster, in RADV audits to account for potential differences in diagnostic coding between the MA program and Medicare FFS program.
3 unchanged sentences
On April 1, 2024, CMS released the 2025 Medicare Advantage Rate Announcement, which continues the three-year phase in by blending 67% of the risk score calculated using the updated 2024 MA risk adjustment model with 33% of the risk score calculated using the 2020 MA risk adjustment model.
−Removed: While the codes subject to changes represent only a fraction of the total number of conditions considered for purposes of risk adjustment, this change and any future changes to CMS’s risk adjustment methodology could impact the revenue we record from Medicare Advantage plans.
+Added: While the codes subject to changes represent only a fraction of the total number of conditions considered for purposes of risk adjustment, this change and any future changes to CMS’s risk adjustment methodology could impact the revenue we record from MA plans.
+Added: On January 26, 2026, CMS issued its Advance Notice identifying proposed methodological changes to risk calculation and capitation beginning in calendar year 2027, soliciting public comments in response to these proposals before finalizing MA’s payment rules for calendar year 2027.
+Added: Although the Advance Notice identifies an effective growth rate of 4.97%, CMS’s own calculations estimate that the average increase in MA reimbursement will be 0.09% compared to calendar year 2026.
+Added: Other changes are proposed that may heighten the standards required for patient risk adjustment to be captured in data reported to or evaluated by CMS when calculating MA reimbursement rates and may result in reduced reimbursement relative to the actual risk levels of patients and patient populations.
+Added: This January 25, 2026 Advance Notice also sets forth potential changes to the measurement of MA plans’ star ratings, which may also result in reductions in capitated payments and total reimbursement to the MA organizations offering those plans, and their providers.
+Added: The exact outcome of these proposals and their potential effects on our business are uncertain until CMS issues its 2027 Medicare Advantage Rate Announcement, which is expected in the second quarter of 2026.
There can be no assurance that a health plan will not be randomly selected or targeted for review by CMS or that the outcome of such a review will not result in a material adjustment in our revenue and profitability, even if the information we submitted to the plan is accurate and supportable.
10 unchanged sentences
In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.
−Removed: New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect consumer demand and affordability for our products and services and, accordingly, the results of our financial operations.
+Added: New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect consumer demand and affordability for our products and
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 39
+Added: services and, accordingly, the results of our financial operations.
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.
4 unchanged sentences
In addition, new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services.
+Added: The full effects of the changes to the healthcare system included in the OBBBA, which became law in July of 2025, are still being experienced and determined.
We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payers will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 37
The evolving regulation of value-based reimbursement models and regulation, licensure and oversight by state regulatory authorities as a risk-bearing entity may have a material adverse effect on our operations.
13 unchanged sentences
Although these penalties have not had a material impact on our business to date, as we continue to expand, these rules may require additional resources and capitalization and add complexity to our business.
−Removed: Regulatory proposals directed at containing or lowering the cost of healthcare, including the Direct Contracting Model, and our participation, voluntary or otherwise, in such proposed models, could impact our business, financial condition, cash flows and operations.
−Removed: The ACA also required CMS to establish a Medicare shared savings program that promotes accountability and coordination of care through the creation of ACOs.
−Removed: The Medicare shared savings program allows for providers, physicians and other designated healthcare 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.
−Removed: ACOs that achieve quality performance standards established by CMS are eligible to share in a portion of the Medicare program’s cost savings.
−Removed: We have an ACO in Arizona participating in the Medicare Shared Savings Plan (“MSSP”), and is subject to ACO program methodologies and participation requirements that are updated by CMS for each performance year.
−Removed: We and our affiliated providers as ACO participants are expected to comply with such program requirements and are required to report to CMS on performance after the close of the year.
−Removed: Failure to comply with such program requirements could subject us and our affiliated providers to significant penalties and, in some cases, termination from participating in MSSP.
−Removed: Additionally, the CMS Innovation Center continues to test an array of value-based alternative payment models, including the Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model (formerly known as the Global and Professional Direct Contracting Model) to allow REACH ACOs to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries.
−Removed: Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the MACRA, which first affected physician payment in 2019.
−Removed: At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.
−Removed: 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.
−Removed: It is possible that the federal or state governments will implement additional reductions, increases, or changes in
+Added: Regulatory proposals directed at containing or lowering the cost of healthcare, including ACO REACH, and our participation, voluntary or otherwise, in such proposed models, could impact our business, financial condition, cash flows and operations.
+Added: The CMS Innovation Center continues to test an array of value-based alternative payment models.
+Added: In 2023, the CMS Innovation Center launched the Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model (formerly known as the Global and Professional Direct Contracting Model) to replace the prior ACO models that provided for direct contracting between ACOs and CMS.
+Added: The REACH model allowed participating
P3 Health Partners Inc.
| 2025 Form 10-K | 40
−Removed: reimbursement in the future under government programs that may adversely affect us or increase the cost of providing our services.
+Added: ACOs to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries.
+Added: We have an ACO established in Arizona, Nevada, California and Oregon participating in the REACH model.
+Added: The REACH model is scheduled to expire on December 31, 2026.
+Added: The REACH model is expected to be directly succeeded by the Long-term Enhanced ACO Design (“LEAD”) model for ACOs, which is scheduled to operate from January 1, 2027, through December 31, 2036.
+Added: We expect to participate in the ACO LEAD program and other ACO programs that CMS and the CMS Innovation Center may announce in the future.
+Added: The ACO LEAD model’s 10-year duration is expected to encourage predictable, long-term investment in healthcare delivery.
+Added: CMS’s messaging around the ACO LEAD program indicates that it will address issues that ACOs have reported under the ACO REACH model, with the ACO LEAD model intended to improve ACO coordination with specialists, data-sharing between ACOs, care for patients dually eligible for Medicare and Medicaid, more favorable risk adjustments for complex patients, relaxed standards for ACOs that are new or rurally based, and rebasing of ACO benchmarks once per decade, instead of annual rebasing under ACO REACH.
+Added: Other enhancements will be available under the ACO LEAD model, including the availability of medical nutrition therapy, buying down the premiums of beneficiaries’ Medicare Part D prescription drug premiums, and incentives for dietary interventions and availability of beneficial hemp-based products where they are legal.
+Added: More details regarding ACO LEAD, including CMS’s selection of participating ACOs from those that apply in the spring of 2026, and the new model’s implementation before its January 1, 2027 start date, are expected throughout 2026, particularly if CMS accepts our application to participate in the ACO LEAD model.
+Added: Additionally, other ACO models are expected from the CMS Innovation Center that may operate in conjunction with, or separate from, the ACO LEAD model.
+Added: The exact details of other forthcoming and anticipated ACO models currently are unknown and how those models will affect our business cannot be fully anticipated at this time.
+Added: The exact impacts of the ACO LEAD Model and future ACO models in which we expect to participate are unknown and may not be known until CMS finalizes associated rules, publishes, and implements them.
+Added: Nonetheless, we expect these care models, requirements for participation, and payment rules to affect our business in the future.
+Added: Just as CMS changes and has changed payment metrics and conditions for the ACO REACH model on an annual basis, it is expected that the ACO LEAD model will be subject to similar changes, and across the wider range of factors addressed within the new model.
+Added: 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.
+Added: 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.
Risks Related to Ownership of Our Common Stock
+Added: Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our securities.
+Added: We are required to meet the continued listing requirements of the Nasdaq Capital Market and if we fail to satisfy such continued listing requirements, Nasdaq may take steps to delist our securities.
+Added: For example, on November 12, 2025, we received a deficiency letter (the “Letter”) from the Listing Qualifications Department (“the Staff”) of Nasdaq indicating that we did not maintain a minimum of $2.5 million of stockholders’ equity under the Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”).
+Added: The Letter also indicated that we do not currently meet either of the alternative standards relating to market value of listed securities or net income from continuing operations set forth in the Listing Rule.
+Added: The notification does not immediately affect the listing of our Class A common stock or warrants on Nasdaq.
+Added: We submitted a plan to regain compliance, which Nasdaq accepted and has granted us an extension through May 20, 2026 to allow us to evidence compliance.
+Added: If we are otherwise unable to regain compliance within the applicable time period, our securities could be subject to delisting.
+Added: We would then be entitled to appeal the Staff’s determination to the Nasdaq Hearings Panel.
+Added: We are evaluating and pursuing alternatives to regain compliance and intend to take the actions necessary to restore compliance within the permitted timeframe.
+Added: However, there can be no assurance that we will be able to restore compliance.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 41
+Added: Delisting from the Nasdaq Capital Market would cause us to pursue eligibility for trading of our securities on other markets or exchanges, or on the “pink sheets.” In such case, our stockholders’ ability to trade, or obtain quotations of the market value of our Class A common stock would be severely limited because of lower trading volumes and transaction delays.
+Added: These factors could contribute to lower prices and larger spreads in the bid and ask prices of our Class A common stock.
+Added: There can be no assurance that our securities, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets.
+Added: Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor confidence.
+Added: Moreover, there is no assurance that any actions that we take will be successful in restoring our compliance with the Listing Rule or will prevent future non-compliance therewith.
+Added: There is also no assurance that we will maintain compliance with the other listing requirements of The Nasdaq Capital Market.
Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations, and stock price and may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock and your investment.
16 unchanged sentences
For example, from July 2017 to April 2023, S&P Dow Jones excluded companies with multiple share classes from the S&P Composite 1500 (composed of the S&P 500, S&P MidCap 400 and S&P SmallCap 600).
−Removed: Indices have discretion to reassess and implement such policies with respect to multi-class differing voting right structures.
−Removed: Under any such policies, our dual-class capital structure would make us ineligible for inclusion in any of these indices.
−Removed: As a result, the market price of our Class A common stock could be materially adversely affected.
+Added: Indices have discretion to reassess and implement such policies with respect to multi-class differing voting right
P3 Health Partners Inc.
| 2025 Form 10-K | 42
+Added: Under any such policies, our dual-class capital structure would make us ineligible for inclusion in any of these indices.
+Added: As a result, the market price of our Class A common stock could be materially adversely affected.
Delaware law and our certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
44 unchanged sentences
Sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our Class A common stock and make it difficult for us to raise funds through securities offerings in the future.
−Removed: Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our securities.
−Removed: We are required to meet the continued listing requirements of the Nasdaq Capital Market and if we fail to satisfy such continued listing requirements, Nasdaq may take steps to delist our securities.
−Removed: For example, on May 15, 2024, we received a deficiency letter (the “Deficiency Letter”) from the listing qualifications department of Nasdaq indicating that, for the prior thirty-one consecutive business days, the bid price for our Class A common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
−Removed: In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were granted an initial period of 180 calendar days, or until November 11, 2024, to regain compliance with the Bid Price Rule.
−Removed: We did not regain compliance with the Bid Price Rule prior to this time.
−Removed: On November 12, 2024, Nasdaq granted us an additional 180 calendar day period to regain compliance with the Bid Price Rule.
−Removed: On March 3, 2025, we filed a definitive proxy statement with the SEC to seek stockholder approval to amend our certificate of incorporation to effect a reverse stock split at a special meeting of stockholders to be held on March 31, 2025.
−Removed: However, there can be no assurance that any such reverse stock split will be approved by the stockholders and implemented, and, even if implemented, would increase the market price of our Class A common stock in proportion to the reverse split ratio or result in a sustained increase in the market price of our Class A common stock.
−Removed: In addition, it is possible that the reduced number of issued shares of Class A common stock resulting from such a reverse stock split could adversely affect the liquidity of our Class A common stock.
−Removed: There can also be no assurance that any actions that we take will be successful in restoring our compliance with the Bid Price Rule or will prevent future non-compliance therewith.
−Removed: There is also no assurance that we will maintain compliance with the other listing requirements of The Nasdaq Capital Market or that we will be successful in appealing any delisting determination.
−Removed: Delisting from the Nasdaq Capital Market would cause us to pursue eligibility for trading of our securities on other markets or exchanges, or on the “pink sheets.” In such case, our stockholders’ ability to trade, or obtain quotations of the market value of our Class A common stock would be severely limited because of lower trading volumes and transaction delays.
−Removed: These factors could contribute to lower prices and larger spreads in the bid and ask prices of our Class A common stock.
−Removed: There can be no assurance that our securities, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets.
−Removed: Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 42
−Removed: negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor confidence.
−Removed: Moreover, there is no assurance that any actions that we take will be successful in restoring our compliance with the Bid Price Rule or will prevent future non-compliance therewith.
−Removed: There is also no assurance that we will maintain compliance with the other listing requirements of The Nasdaq Capital Market.
Risks Related to Our Warrants
Our warrants may have an adverse effect on the market price of our Class A common stock.
−Removed: Foresight issued 10.8 million warrants to purchase shares of our Class A common stock (the “Public Warrants”) as part of the units offered in its initial public offering and, simultaneously with the closing of its initial public offering, Foresight issued in a private placement an aggregate of 0.8 million units, including (i) an aggregate of 0.3 million private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment (the “Private Placement Warrants”), and (ii) an aggregate of 0.8 million shares of Class A common stock.
+Added: Foresight issued 0.2 million warrants to purchase shares of our Class A common stock (the “Public Warrants”) as part of the units offered in its initial public offering and, simultaneously with the closing of its initial public offering, Foresight issued in a private placement an aggregate of 16,650 units, including (i) an aggregate of 5,550 private placement warrants, each exercisable to purchase one share of Class A common stock at $575.00 per share, subject to adjustment (the “Private Placement Warrants”), and (ii) an aggregate of 16,650 shares of Class A common stock.
Since December 2022, in various private placement transactions and in connection with our issuance of our outstanding promissory notes (see Note 11 “Debt” to the consolidated financial statements included elsewhere in this Form 10-K), we have issued warrants and pre-funded warrants to purchase an aggregate of 8.2 million shares of Class A common stock.
4 unchanged sentences
If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
−Removed: Redemption of the outstanding Public Warrants could force our stockholders (i) to exercise their Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.
+Added: Redemption of the outstanding Public Warrants could force our stockholders (i) to exercise their Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Public Warrants at the then-current market price when you might
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 45
+Added: otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.
In addition, we may redeem the Public Warrants commencing 90 days after they become exercisable and prior to their expiration, at a price of $5.00 per Public Warrant if, among other things, the last reported sale price of our Class A common stock equals or exceeds $500.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the Public Warrant holders.
2 unchanged sentences
None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 43
Certain of our warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results.
1 unchanged sentence
As a result of the SEC Warrant Accounting Statement, Foresight, along with many other current and former special purpose acquisition companies, concluded that certain warrants should be presented as liabilities with subsequent fair value remeasurement and engaged a valuation firm to determine the fair market value of its warrants.
−Removed: Accordingly, Foresight reevaluated the accounting treatment of the Public Warrants to purchase 10.8 million shares of Class A common stock and Private Placement Warrants to purchase 0.3 million shares of Class A common stock, and determined to classify all of the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
+Added: Accordingly, Foresight reevaluated the accounting treatment of the Public Warrants to purchase 216.4 thousand shares of Class A common stock and Private Placement Warrants to purchase 5.6 thousand shares of Class A common stock, and determined to classify all of the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our consolidated balance sheet as of December 31, 2025 contained elsewhere in this Form 10-K are derivative liabilities related to embedded features contained within the warrants.
Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
−Removed: As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of its control.
+Added: As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control.
Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
6 unchanged sentences
The credit agreement governing P3 LLC’s credit facilities restrict its ability to make distributions to the Company, and future debt instruments or other agreements may restrict the ability of P3 LLC to make distributions to the Company or of P3 LLC’s subsidiaries to make distributions to P3 LLC.
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 46
P3 LLC is treated as a partnership for U.S.
9 unchanged sentences
To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid.
−Removed: Our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 90 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the applicable payment is not made because (i)
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 44
−Removed: P3 LLC is prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) P3 LLC does not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment.
+Added: Our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 90 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the applicable payment is not made because (i) P3 LLC is prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) P3 LLC does not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment.
In addition, if P3 LLC does not have sufficient funds to make distributions, its ability to declare and pay cash dividends will also be restricted or impaired.
Under the P3 LLC A&R LLC Agreement, P3 LLC will, from time to time, make distributions in cash to its equityholders (including us) pro rata, in amounts at least sufficient to cover the taxes on their allocable share of taxable income of P3 LLC.
−Removed: As a result of (i) potential differences in the amount of net taxable income allocable to us and to P3 LLC’s other equityholders, (ii) the lower tax rates currently applicable to corporations as opposed to individuals, and (iii) the favorable tax benefits that we anticipate from any purchase of P3 Existing Units in connection with the Business Combinations and future redemptions or exchanges by the P3 Equityholders of P3 LLC Units for Class A common stock or cash pursuant to the P3 LLC A&R LLC Agreement, tax distributions payable to us may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.
+Added: As a result of (i) potential differences in the amount of net taxable income allocable to us and to P3 LLC’s other equityholders, (ii) the lower tax rates currently applicable to corporations as opposed to individuals, and (iii) the favorable tax benefits that we anticipate from any purchase of P3 LLC Units in connection with the Business Combinations and future redemptions or exchanges by the holders of P3 LLC Units for Class A common stock or cash pursuant to the P3 LLC A&R LLC Agreement, tax distributions payable to us may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.
Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of other expenses or dividends on our stock, although we will have no obligation to distribute such cash (or other available cash) to our stockholders.
3 unchanged sentences
We will be required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant.
−Removed: We are party to the Tax Receivable Agreement with certain of the P3 Equityholders and P3 LLC.
+Added: We are party to the Tax Receivable Agreement with certain holders of P3 LLC Units (the “P3 Equityholders”) and P3 LLC.
The Tax Receivable Agreement generally provides for the payment by us to the P3 Equityholders of 85% of the income tax benefits, if any, that we actually realize (or are deemed to realize in certain circumstances) in periods after the closing as a result of:
2 unchanged sentences
We will retain the benefit of the remaining 15% of these cash savings.
−Removed: The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant and is dependent upon significant future events and assumptions, including the timing of the exchanges of P3 LLC units, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions and the amount of the exchanging P3 Equityholder’s tax basis in its P3 LLC units at the time of the relevant exchange.
+Added: The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant and is dependent upon significant future events and assumptions, including the timing of the exchanges of P3 LLC units, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions and the amount of the exchanging P3 Equityholder’s tax basis in its P3 LLC units at the time of the
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 47
+Added: relevant exchange.
The amount of such cash payments is also based on assumptions as to the amount and timing of taxable income we generate in the future, the U.S.
6 unchanged sentences
The Tax Receivable Agreement provides that if we breach any of our material obligations under the Tax Receivable Agreement, if we undergo a change of control or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.
−Removed: The amount due and payable in those circumstances is determined based on certain assumptions, including an
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 45
−Removed: assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
+Added: The amount due and payable in those circumstances is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.
12 unchanged sentences
As a result, the interests of the P3 Equityholders may conflict with the interests of holders of our Class A common stock.
−Removed: For example, the P3 Equityholders may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder.
+Added: For example, the P3 Equityholders may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 48
+Added: indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder.
In addition, the structuring of future transactions may take into consideration tax or other considerations of P3 Equityholders even in situations where no similar considerations are relevant to us.
6 unchanged sentences
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future.
−Removed: Any decision to declare and pay dividends will be made at the
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 46
−Removed: discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant.
+Added: Any decision to declare and pay dividends will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant.
In addition, our ability to declare dividends may be limited by restrictive covenants contained in any existing or future indebtedness.
14 unchanged sentences
• our ability to market new and enhanced products on a timely basis;
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 49
• changes in laws and regulations affecting our business;
6 unchanged sentences
• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, public health crises, and acts of war or terrorism.
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 47
A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial condition or results of operations.
13 unchanged sentences
In particular, we have incurred and expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.
−Removed: We have hired additional legal and accounting personnel and may in future need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
+Added: We have hired additional legal and accounting personnel and may in the future need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
Being a public company has also made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
−Removed: This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, board committees or as executive officers.
+Added: This could also
+Added: P3 Health Partners Inc.
+Added: | 2025 Form 10-K | 50
+Added: make it more difficult for us to attract and retain qualified people to serve on our board of directors, board committees or as executive officers.
Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.
5 unchanged sentences
Scrutiny of, and evolving expectations regarding, sustainability and environmental, social, and governance (“ESG”) matters could increase our costs, harm our reputation and adversely impact our financial results.
−Removed: We, as with other companies, are facing scrutiny related to our sustainability and ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, government entities,
−Removed: P3 Health Partners Inc.
−Removed: | 2024 Form 10-K | 48
−Removed: customers, and other stakeholder groups.
+Added: We, as with other companies, are facing scrutiny related to our sustainability and ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, government entities, customers, and other stakeholder groups.
For example, certain institutional and individual investors have requested various ESG-related information and disclosures as they increasingly incorporate ESG criteria in making investment and voting decisions.
8 unchanged sentences
Certain market participants, including major institutional investors, use third-party benchmarks, ratings or scores to measure our ESG practices in making investment and voting decisions.
−Removed: Unfavorable ratings or scores of us or our industry may lead to negative investor sentiment, the exclusion of our stock into ESG-oriented investment funds, and the diversion of investment to other companies or industries, which could have a negative impact on our stock price and our access to and cost of capital.
+Added: Unfavorable ratings or scores of us or our industry may lead to negative investor sentiment, the exclusion of our stock from ESG-oriented investment funds, and the diversion of investment to other companies or industries, which could have a negative impact on our stock price and our access to and cost of capital.
As ESG best practices, reporting standards and disclosure requirements continue to develop, we may incur increasing costs related to ESG monitoring and reporting.
In addition, we operate in various jurisdictions where new ESG and sustainability-related rules and regulations have been adopted and may continue to be introduced.
−Removed: For example, we may be subject to the requirements of the State of California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, if they survive their current federal court challenge as well as the SEC’s climate disclosure proposal, if it is enforced by the Trump Administration and survives its current federal court challenge.
+Added: For example, we may be subject to the requirements of the State of California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, if they survive their current federal court challenge.
Operating in more than one jurisdiction is likely to make our compliance with ESG and sustainability-related rules more complex and expensive, and potentially expose us to greater levels of legal risks associated with our compliance.
3 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.