What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-28 · 488 added, 369 removed, 1133 unchanged (43% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity and Mezzanine Equity

Consolidated Statements of Stockholders’ (Deficit ) Equity and Mezzanine Equity

Consolidated Statements of Cash Flows

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of P3 Health Partners Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and mezzanine equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ (deficit) equity and mezzanine equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

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The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Estimate of the Premium Deficiency Reserve Liabilities

As described in Note 3 to the consolidated financial statements, the Company’s consolidated premium deficiency reserve liabilities (“PDR”) balance was approximately $67.4 million on December 31, 2024.

PDR is established when it is probable that expected future health care costs and maintenance costs under a group of contracts will exceed future premium and stop-loss insurance recoveries on those contracts.

The Company assesses if a PDR is needed through review of current results and forecasts.

For purposes of determining premium deficiency losses, contracts are grouped consistent

Estimate of the Premium Deficiency Reserve

As described in Note 3 to the consolidated financial statements, the Company’s consolidated premium deficiency reserve (“PDR”) balance was approximately $86.1 million at December 31, 2025.

PDR is established when it is probable that expected future health care costs and maintenance costs under a group of existing contracts will exceed future premium and stop-loss insurance recoveries on those contracts.

The Company assesses if a PDR is needed through review of current

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| 2025 Form 10-K | 78

with the Company’s method of acquiring, servicing, and measuring the profitability of such contracts based on the expected medical loss ratio (“MLR”).

results and forecasts.

For purposes of determining premium deficiency losses, contracts are grouped consistent with the Company’s method of acquiring, servicing, and measuring the profitability of such contracts based on the expected medical loss ratio (“MLR”).

We identified the estimate of PDR as a critical audit matter.

The principal consideration for this determination was the significant judgment used in developing certain assumptions in the expected MLR.

Auditing these elements involved subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The principal consideration for this determination was the significant judgment used in developing the expected MLR and the healthcare claims trend assumption.

Auditing this element involved subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Assessing the reasonableness of certain assumptions used in the expected MLR by comparing them to historical performance of the Company and its peers to determine if contradictory evidence existed.

• Assessing the reasonableness of the expected MLR by comparing it to historical performance of the Company and its peers to determine if contradictory evidence existed.

• Utilizing personnel with specialized knowledge and skills in actuarial methods to assess the reasonableness of the healthcare claims trend assumption in the expected MLR.

Valuation of Incurred but Not Reported Claims

As described in Notes 3 and 8 to the consolidated financial statements, the Company’s claims payable balance was approximately $255.1 million on December 31, 2024.

The Company’s claims payables primarily consist of the Company’s estimate for claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported (“IBNR”).

Management develops its IBNR liability estimate using standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received and paid (the completion factor), per member per month healthcare cost trends, denied claims activity, expected medical cost inflation, seasonality patterns, changes in membership mix, and a provision for adverse deviation (“PAD”).

We identified the valuation of IBNR liability as a critical audit matter.

As described in Notes 3 and 9 to the consolidated financial statements, the Company’s consolidated claims payable balance was approximately $287.8 million at December 31, 2025.

The Company’s claims payables primarily consist of the Company’s estimate for claims that have been incurred, but not yet reported (“IBNR”).

Management estimates the Company’s IBNR liability estimate using standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received and paid, the completion factors, per member per month healthcare cost trend factors, denied claims activity, expected medical cost inflation, seasonality patterns, changes in membership mix, and a provision for adverse deviation (“PAD”).

We identified the valuation of the IBNR liability as a critical audit matter.

The principal considerations for this determination were the significant judgments involved in:

(i) evaluating the actuarial methodologies used, (ii) estimating the completion factors and per member per month cost based on historical payment patterns and consideration of health care cost trend factors, and (iii) determining the appropriate level of PAD.

(i) evaluating the actuarial methodologies used, (ii) estimating the completion factors and per member per month healthcare cost trend factors, and (iii) determining the appropriate level of PAD.

Auditing these elements involved subjective auditor judgments due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Testing the completeness and accuracy of the underlying reports used in estimating:

(i) the completion factors by agreeing to underlying claims data and repricing certain claims, and (ii) the per member per month cost by agreeing to underlying claims data and confirming member information with health plans.

• Testing the completeness and accuracy of the underlying reports used in estimating the IBNR liability and confirming member information with health plans.

• Utilizing personnel with specialized knowledge and skills in actuarial methods to assist in:

(i) evaluating the appropriateness and consistency of the actuarial methodologies used, (ii) evaluating the reasonableness of the completion factors, per member per month healthcare cost trends factors, and the PAD used by the Company’s management and its actuarial specialist by comparing our independently determined IBNR estimate to management’s recorded IBNR liability, and (iii) evaluating the reasonableness of management’s prior period estimates using subsequent claims development.

Determination of the Premium Risk Adjustment Revenue

As described in Note 3 to the consolidated financial statements, the Company’s consolidated capitated revenue included approximately $33.5 million of estimated premium risk adjustment revenue during the year ended December 31, 2024.

Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient, also known as the hierarchal condition categories (“HCC”).

Medicare Advantage plans with higher acuity patients receive higher premiums.

Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums.

Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled (using a Risk Adjustment Factor or “RAF”).

We identified the determination of Medicare Advantage premium risk adjustment revenue as a critical audit matter.

The principal considerations for this determination were the significant complexities involved in determining the HCC and the corresponding RAF.

Auditing these elements involved especially challenging and complex calculations due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Assessing the accuracy of the underlying data used in the determination of the HCC by vouching a selection of encounter data to underlying support.

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| 2024 Form 10-K | 77

• Utilizing personnel with specialized knowledge and skills in actuarial methods to assist in determining the HCC and the corresponding risk adjustment revenue.

(i) evaluating the appropriateness and consistency of the actuarial methodologies used, (ii) evaluating the reasonableness of the completion factors, per member per month healthcare cost trend factors, and the PAD used by the Company’s management and its actuarial specialist by comparing our independently determined IBNR estimate to management’s recorded IBNR liability, and (iii) evaluating the reasonableness of management’s prior period estimates using subsequent claims development.

/s/ BDO USA, P.C.

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Restricted cash 795 5,286

Health plan receivable, net of allowance for credit losses of $ 150

121,266 118,497

Clinic fees, insurance and other receivable 3,947 2,973

Health plan receivable, net of allowance for credit losses of $281 and $150 as of December 31, 2025 and 2024, respectively 92,458 121,266

Clinic fees, insurance and other receivables 3,379 3,947

Prepaid expenses and other current assets 11,439 14,422

6 unchanged sentences

$ 656,641 $ 783,420

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY

CURRENT LIABILITIES:

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Warrant liabilities 2,462 10,312

Contingent consideration — 4,907

Long-term debt, net 228,374 108,907

5 unchanged sentences

Redeemable non-controlling interest 14,997 73,593

STOCKHOLDERS’ EQUITY:

STOCKHOLDERS’ (DEFICIT) EQUITY:

Class A common stock, $ 0.0001 par value;

6 unchanged sentences

Accumulated deficit ( 651,141 ) ( 503,193 )

TOTAL STOCKHOLDERS’ EQUITY 75,936 142,130

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY $ 783,420 $ 860,967

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY ( 155,232 ) 75,936

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 656,641 $ 783,420

_____________________________________________

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These VIE assets and liabilities do not include $ 46.8 million and $ 40.3 million of net amounts due to affiliates as of December 31, 2025 and 2024, respectively, as these are eliminated in consolidation and not presented within the consolidated balance sheets.

All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See accompanying notes to consolidated financial statements.

8 unchanged sentences

Capitated revenue $ 1,428,979 $ 1,483,602

Other patient service revenue 16,853 14,066

Other revenue 30,101 16,853

TOTAL OPERATING REVENUE 1,459,080 1,500,455

11 unchanged sentences

Mark-to-market of stock warrants 7,850 22,114

Gain on asset sale, net 13,269 —

Gain (loss) on asset sale, net ( 162 ) 13,269

Other ( 3,414 ) 1,457

11 unchanged sentences

Diluted 3,269 2,940

All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See accompanying notes to consolidated financial statements.

3 unchanged sentences

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY AND MEZZANINE EQUITY

(in thousands)

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Deficit Total Stockholders’

(Deficit) Equity

Shares Amount Shares Amount

STOCKHOLDERS’ EQUITY, December 31, 2023 $ 291,532 2,331 $ — 3,932 $ — $ 509,474 $ ( 367,344 ) $ 142,130

Cumulative adjustment due to adoption of new credit loss standard ( 124 ) — — — — — ( 26 ) ( 26 )

Exchanges of redeemable non-controlling interest for Class A common stock — 5,371 1 ( 5,371 ) ( 1 ) — — —

Vesting of Class V common stock awards — — — 348 1 ( 1 ) — —

Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax — 81 — — — ( 103 ) — ( 103 )

Issuance of restricted stock awards — 250 — — — — — —

At-the-market sales, net of offering costs — 27 — — — 33 — 33

Equity-based compensation — — — — — 5,752 — 5,752

Restricted stock unit awards issued in satisfaction of executive transaction bonuses — — — — — 5,000 — 5,000

Fair value adjustment to redeemable non-controlling interest ( 20,579 ) — — — — 20,579 — 20,579

1 unchanged sentence

Private placement, net of offering costs — 832 — — — 8,469 — 8,469

Class A common stock warrants issued — — — — — 12,127 — 12,127

Net loss ( 174,529 ) — — — — — ( 135,849 ) ( 135,849 )

STOCKHOLDERS’ EQUITY, December 31, 2024 73,593 3,257 — 3,919 — 579,129 ( 503,193 ) 75,936

Exchanges of redeemable non-controlling interest for Class A common stock — 612 — ( 612 ) — — — —

Issuance of Class A common stock upon settlement of restricted stock units, net of shares withheld for tax — 29 — — — — — —

2 unchanged sentences

Remeasurement adjustment to redeemable non-controlling interest resulting from ownership changes ( 3,856 ) — — — — 3,856 — 3,856

Private placement, net of offering costs — 41,604 4 — — 8,465 — 8,469

Class A common stock warrants issued — — — — — 26,741 — 26,741

Net loss ( 175,138 ) — — — — — ( 147,948 ) ( 147,948 )

STOCKHOLDERS’ EQUITY, December 31, 2024 $ 73,593 162,870 $ 16 195,957 $ 20 $ 579,093 $ ( 503,193 ) $ 75,936

Non-controlling interest recognized upon consolidation 1,000 — — — — — — —

STOCKHOLDERS’ DEFICIT, December 31, 2025 $ 14,997 3,286 $ — 3,919 $ — $ 495,909 $ ( 651,141 ) $ ( 155,232 )

All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See Note 3 “Significant Accounting Policies” for further information.

See accompanying notes to consolidated financial statements.

10 unchanged sentences

Depreciation and amortization 84,163 86,058

Equity-based compensation 5,752 5,979

Paid in-kind interest expense 29,718 7,895

Premium deficiency reserve 18,749 53,698

Amortization of original issue discount and debt issuance costs 13,556 87

Accretion of contingent consideration — 113

Mark-to-market adjustment of stock warrants ( 7,850 ) ( 22,114 )

Equity-based compensation 5,581 5,752

Provision for bad debts 2,996 —

Loss (gain) on asset sale 162 ( 13,269 )

Impairment of assets held for sale — 8,058

Gain on write off of contingent consideration — ( 4,907 )

Gain on asset sale ( 13,269 ) —

Deferred income taxes 2,868 ( 1,090 )

Impairment of assets held for sale 8,058 —

Mark-to-market adjustment of stock warrants ( 22,114 ) ( 433 )

Premium deficiency reserve 53,698 ( 12,705 )

Changes in operating assets and liabilities:

14 unchanged sentences

Proceeds from asset sale 50 14,525

Net cash provided by (used in) investing activities 14,525 ( 1,827 )

Net cash provided by investing activities 129 14,525

CASH FLOWS FROM FINANCING ACTIVITIES:

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Increase in accounts payable related to private placement offering costs $ — $ 686

Increase in accounts payable related to at-the-market offering costs $ — $ 19

Increase in accrued expenses related to at-the-market offering costs $ — $ 206

Increase in other receivable related to at-the-market sales proceeds $ — $ 33

Restricted stock unit awards issued in satisfaction of executive transaction bonuses $ — $ 5,000

Remeasurement adjustment to redeemable noncontrolling interest resulting from ownership changes $ ( 3,856 ) $ ( 22,831 )

16 unchanged sentences

Fair Value Measurements and Hierarchy 96

Prepaid Expenses and Other Current Assets 97

Property and Equipment 98

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The Company has experienced losses since its inception and had net losses of $ 323.1 million and $ 310.4 million for the years ended December 31, 2025 and 2024, respectively.

Such losses were primarily the result of costs incurred in adding new members and adverse claims experience, partly driven by general market conditions for MA plans.

The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership.

As of December 31, 2024 and 2023, the Company had $ 38.8 million and $ 36.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations.

The Company has a working capital deficit of $ 312.3 million as of December 31, 2024.

The Company’s capital requirements will depend on many factors, including the pace of the Company’s growth, ability to manage medical costs, the maturity of its members, its ability to complete the sale of its remaining Florida operations, and its ability to raise capital.

The Company continues to explore raising additional capital through a combination of debt financing and equity issuances and sales of assets.

As of December 31, 2025 and 2024, the Company had $ 25.0 million and $ 38.8 million, respectively, in cash, unrestricted cash and cash equivalents available to fund future operations.

The Company has a working capital deficit of $ 412.2 million and a capital deficiency of $ 155.2 million as of December 31, 2025.

The Company’s capital requirements will depend on many factors, including the pace of the Company’s growth, ability to manage medical costs, the maturity of its members, and its ability to raise capital.

The Company continues to explore raising additional capital through a combination of debt financing and equity issuances.

When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company or at all.

2 unchanged sentences

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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| 2024 Form 10-K | 85

Significant Accounting Policies

2 unchanged sentences

All intercompany transactions and balances have been eliminated.

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| 2025 Form 10-K | 86

The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model.

This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review.

This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements.

The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE.

1 unchanged sentence

The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member.

Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of December 3, 2021, the closing date of the Business Combinations (the “Closing Date”), resulting in a non-controlling interest related to the common units of P3 LLC (“Common Units”) held by members other than P3.

Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of December 3, 2021, the closing date of the Business Combinations (the “Closing Date”), resulting in a redeemable non-controlling interest related to the common units of P3 LLC (“Common Units”) held by members other than P3.

Additionally, as more fully described in Note 21 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network VIEs”):

• Kahan, Wakefield, Abdou, PLLC

• Bacchus, Wakefield, Kahan, PC

• P3 Health Partners Professional Services, P.C.

• Bacchus and Kahan, P.C.

(f/k/a Bacchus, Wakefield, Kahan PC)

• P3 Health Partners Professional Services, PC

• P3 Medical Group, P.C.

1 unchanged sentence

(f/k/a Omni IPA Medical Group, Inc.)

As of November 2025, P3 LLC is the primary beneficiary of P3 Commonwealth Innovation MSO, LLC;

refer to Note 21 “Variable Interest Entities” for further discussion.

Out of period adjustments

During 2025, the Company recorded immaterial out-of-period adjustments primarily related to unrecorded debt issuance costs payable upon maturity of certain of its debt instruments.

The adjustments increased interest expense by $ 4.7 million for the year ended December 31, 2025.

The Company assessed the materiality of the adjustments on the previously issued interim and annual financial statements in accordance with SEC Staff Accounting Bulletin No.

99 and concluded that the misstatements were not material to any of the previously issued consolidated financial statements nor the current financial period.

Reclassifications

Certain amounts reported previously have been reclassified to conform to the current year presentation with no effect on total assets, total liabilities, total stockholders' equity, or total cash flows from operating activities as previously reported.

Comprehensive Loss

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The Company bases its estimates on the best information available at the time, its experiences, and various other assumptions believed to be reasonable under the circumstances.

Actual results could differ from those estimates.

Actual results could materially differ from those estimates.

P3 Health Partners Inc.

| 2025 Form 10-K | 87

Commitments and Contingencies

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Due to the inherent uncertainties surrounding gain contingencies, the Company does not recognize potential gains until realized.

P3 Health Partners Inc.

| 2024 Form 10-K | 86

Net Loss per Share

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Management does not expect any losses to occur on such accounts.

As of December 31, 2024 and 2023, the Company had cash of $ 38.8 million and $ 36.3 million, respectively, deposited at banking institutions which are subject to the FDIC insured limit.

As of December 31, 2025 and 2024, the Company had cash and cash equivalents of $ 25.0 million and $ 38.8 million, respectively, deposited at banking institutions which are subject to the FDIC insured limit.

Restricted cash is held for a specific purpose (such as payment of healthcare claims) and is thus not available to the Company for immediate or general business use.

5 unchanged sentences

Capitated revenue $ 1,428,979 97.9 % $ 1,483,602 98.9 %

Other patient service revenue:

Other revenue:

Clinical fees & insurance revenue 3,056 0.2 5,934 0.4

Care coordination / management fees 10,823 0.7 10,563 0.7

Incentive fees 356 0.0 573 0.1

Total other patient service revenue 16,853 1.1 14,066 1.1

Incentive fees and other revenue 16,222 1.1 356 0.0

Total other revenue 30,101 2.0 16,853 1.1

Total revenue $ 1,459,080 100.0 % $ 1,500,455 100.0 %

2 unchanged sentences

The Company contracts with health plans using an at-risk model.

Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the health plans’ premiums (“POP”) paid by CMS.

P3 Health Partners Inc.

| 2025 Form 10-K | 88

Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/provider network.

Since the Company controls and provides medical care to its assigned members, the Company acts as a principal in these capitation arrangements.

As of December 31, 2024 and 2023, the Company had at-risk contracts in effect with 23 health plans across five states.

As of December 31, 2025, the Company had at-risk contracts in effect with 24 health plans across four states.

As of December 31, 2024, the Company had at-risk contracts in effect with 23 health plans across five states.

The capitated revenue the Company receives is determined via a competitive bidding process with CMS and is based on the costs of care in local markets and the average utilization of services by patients enrolled.

Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient, also known as hierarchal condition categories (“HCC”).

Medicare Advantage plans with higher acuity

P3 Health Partners Inc.

| 2024 Form 10-K | 87

patients receive higher premiums.

Medicare Advantage plans with higher acuity patients receive higher premiums.

Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums.

16 unchanged sentences

An annual settlement reconciliation and distribution occur within the period specified by the individual health plan’s contract (which can be up to 21 months following each year-end).

Revenue recognized from the balance of deferred revenue as of December 31, 2023 was $ 12.7 million during the year ended December 31, 2024.

Three health plan customers accounted for 10% or more of total health plan receivable each as of December 31, 2024 and 2023.

Revenue recognized from the balance of deferred revenue as of December 31, 2023 was $ 12.7 million for the year ended December 31, 2024.

There was no deferred revenue as of December 31, 2024;

thus, the Company did not recognize any revenue from the balance of deferred revenue for the year ended December 31, 2025.

Five and three health plan customers accounted for 10% or more of total health plan receivable as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing.

Accordingly, a constraint on the variable consideration associated with settlement receivables was not recorded.

Other Patient Service Revenue – Clinical Fees and Insurance Revenue

Other Revenue – Care Coordination Fees and Management Fees

The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or management fee to the Company.

CCFs and management fees are intended to fund the costs of delegated services provided to certain health plans.

CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties.

None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so.

P3 Health Partners Inc.

| 2025 Form 10-K | 89

Based on similarities of the terms of the care coordination and administrative services, the Company uses a portfolio approach to record revenue from CCFs and management fees.

Other Revenue

Clinical fees and insurance revenue relates to net patient fees received from various payors and direct patients under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics.

The Company recognizes clinic fees and insurance revenue in the period in which services are provided.

The Company recognizes clinical fees and insurance revenue in the period in which services are provided.

Under FFS payment arrangements, revenue is recognized on the date of service using a portfolio approach.

5 unchanged sentences

These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates.

The Company perpetually reviews its contractual estimation processes to consider and incorporate updates to

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| 2024 Form 10-K | 88

laws, regulations, and frequent changes in the managed care system.

The Company perpetually reviews its contractual estimation processes to consider and incorporate updates to laws, regulations, and frequent changes in the managed care system.

Contractual terms are negotiated and updated accordingly upon renewal.

6 unchanged sentences

The Company has elected the practical expedient not to adjust the transaction price for any financing components as those were deemed to be insignificant and to expense all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year.

The Company earns revenue from incentive‑sharing arrangements related to Part D program incentive initiatives.

Under these arrangements, a third‑party administrator facilitates the collection and distribution of incentive proceeds, and the Company receives a portion of those proceeds based on covered utilization activity.

The Company’s share of incentive proceeds represents consideration for its participation in these programs and is recognized as revenue.

The Company deems such revenue to be variable consideration and fully constrains the transaction price until cash is received.

Health Plan Receivables/Payables

6 unchanged sentences

Receivables are recorded at the anticipated collection amount as reported by the health plans.

The total health plan receivable for December 31, 2024 and 2023 respectively are $ 121.3 million and $ 118.5 million.

The total health plan playable for December 31, 2024 and 2023 respectively are $ 55.6 million and $ 35.0 million.

Other Patient Service Revenue – Care Coordination Fees and Management Fees

The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or management fee to the Company.

CCFs and management fees are intended to fund the costs of delegated services provided to certain health plans.

CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties.

None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so.

Based on similarities of the terms of the care coordination and administrative services, the Company uses a portfolio approach to record revenue from CCFs and management fees.

The total health plan receivable, net of allowance for credit losses, for December 31, 2025 and 2024 are $ 92.5 million and $ 121.3 million, respectively.

The total health plan payable for December 31, 2025 and 2024 are $ 69.8 million and $ 55.6 million, respectively.

P3 Health Partners Inc.

| 2025 Form 10-K | 90

Patient Fees Receivable

6 unchanged sentences

Patient fees receivable of $ 1.3 million and $ 2.8 million are included in clinic fees, insurance and other receivable in the Company’s consolidated balance sheets as of December 31, 2025 and 2024, respectively, and are recorded net of contractual allowances.

P3 Health Partners Inc.

| 2024 Form 10-K | 89

Property and Equipment

12 unchanged sentences

Computer equipment 3 years

Medical equipment 7 years

Medical equipment 3 to 7 years

Software 3 years

The Company capitalizes certain costs incurred in connection with developing its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization.

As of December 31, 2024 and 2023, the Company has capitalized $ 0.3 million and $ 3.9 million, respectively, to property and equipment for these software costs (specifically to work in progress).

In 2024, $ 3.5 million of capitalized costs were placed into service.

No capitalized costs were placed into service in 2023.

The Company did not capitalize any software costs during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company capitalized $ 0.3 million to property and equipment for software costs (specifically to work in progress).

In 2025, no capitalized costs were placed into service.

$ 3.5 million capitalized costs were placed into service in 2024.

All costs associated with internally developed technology following deployment, or that otherwise do not meet capitalization criteria, are expensed as incurred.

5 unchanged sentences

For each period that assets are classified as being held for sale, they are tested for recoverability.

P3 Health Partners Inc.

| 2025 Form 10-K | 91

Fair Value Measurements

8 unchanged sentences

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

P3 Health Partners Inc.

| 2024 Form 10-K | 90

Impairment of Long-Lived Assets

17 unchanged sentences

Additionally, certain leases contain incentives, such as construction allowances from landlords, which reduce the right-of-use asset related to the lease.

P3 Health Partners Inc.

| 2025 Form 10-K | 92

Certain of the Company’s leases contain rent escalations over the lease term.

11 unchanged sentences

The Company accounts for forfeitures as they occur.

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The Company uses the Black-Scholes option-pricing model to determine the fair value of the Company’s stock option awards.

The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of the Company’s stock option awards.

The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S.

15 unchanged sentences

The Company’s public warrant liability is valued using observable market prices for those public warrants.

The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model.

The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants.

1 unchanged sentence

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms.

The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

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for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

2 unchanged sentences

The Company assesses if a PDR liability is needed through review of current results and forecasts.

For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts based on the expected medical loss ratio.

For purposes of determining premium deficiency reserve, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts based on the expected medical loss ratio, which considers the health care claims trend.

The Company grouped its Medicare Advantage health plan contracts together as a single group as it operates in one line of business.

5 unchanged sentences

Medical expense also includes costs for overseeing the quality of care and programs, which focus on patient wellness.

Additionally, medical expense can include,

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from time to time, remediation of certain claims that might result from periodic reviews conducted by various regulatory agencies.

Management estimates the Company’s IBNR by applying standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received and paid, the completion factor, per member per month healthcare trends, denied claims activity, expected medical cost inflation, seasonality patterns, changes in membership mix, and a provision for adverse deviation.

Additionally, medical expense can include, from time to time, remediation of certain claims that might result from periodic reviews conducted by various regulatory agencies.

Management estimates the Company’s IBNR by applying standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received and paid, the completion factors, per member per month healthcare cost trend factors, denied claims activity, expected medical cost inflation, seasonality patterns, changes in membership mix, and a provision for adverse deviation.

IBNR estimates are subject to the impact from changes in both the regulatory and economic environments.

3 unchanged sentences

Any adjustments to prior period estimates are included in the current period.

During the year ended December 31, 2025, the Company recorded an adjustment of approximately $ 18.3 million to its IBNR estimate as of December 31, 2024.

The Company’s claims payable represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2025 and 2024.

6 unchanged sentences

This review can involve significant judgment and may require periodic adjustments.

The resolution of these uncertain tax positions in a manner inconsistent with management’s expectations could have a material impact on the Company’s consolidated financial statements.

The resolution of these uncertain tax positions in a manner inconsistent with management’s expectations could have a material impact on the

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Company’s consolidated financial statements.

The Company recognizes interest and penalties related to uncertain tax positions as a component of its provision for income taxes.

5 unchanged sentences

Advertising expense totaled $ 0.9 million and $ 1.3 million for the years ended December 31, 2025 and 2024, respectively.

Reverse Stock Split

On April 11, 2025, the Company effected a 1-for-50 reverse stock split of its Class A common stock and Class V common stock, $ 0.0001 par value.

All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise.

See Note 15 “Capitalization” included in this Form 10-K for additional information related to the reverse stock split.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

Accounting Standards Update (“ASU”) 2023-07 improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendments require retrospective application to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed

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in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

In the fourth quarter of 2024, the Company adopted ASU 2023-07 effective January 1, 2024 on a retrospective basis, which did not impact the Company’s financial condition and results of operations, but did result in expanded reportable segment disclosures.

See Note 18 “Segment Reporting” for further information.

ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”)

ASU 2024-02 removes references to various Financial Accounting Standards Board (“FASB”) Concepts Statements from the FASB accounting standards codification (the “Codification”) to simplify and clarify the accounting guidance.

The ASU aims to distinguish between authoritative and nonauthoritative literature and to address unintended applications of guidance.

The Company adopted ASU 2024-02 effective January 1, 2024.

The guidance will be applied prospectively to all new transactions recognized on or after January 1, 2024.

ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)

ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity.

The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares.

The Company adopted ASU 2020-06 effective January 1, 2024 using the modified retrospective method.

The Company’s liability-classified stock warrants remained classified as liabilities under the amended guidance.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”)

ASU 2024-03 enhances transparency and decision-usefulness of expense disclosures in response to investors’ requests for more detailed, disaggregated expense information, enabling a clearer understanding of a public business entity’s performance and cost structure.

The amendments improve disclosure requirements in financial statement notes for specific expense categories, including inventory purchases, employee compensation, depreciation, amortization, and depletion, as well as qualitative descriptions of other expenses.

The amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied prospectively or retrospectively at the option of the Company.

The Company is evaluating the effect ASU 2024-03 will have on its consolidated financial statements and related disclosures.

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”)

ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures, in response to investors’ feedback, indicating the need for improved information to assess an entity’s operations, tax risks, and planning opportunities, particularly in understanding exposure to jurisdictional tax changes and their impact on cash flows.

Accounting Standard Update (“ASU”) 2023-09 enhances the transparency and decision usefulness of income tax disclosures, in response to investors’ feedback, indicating the need for improved information to assess an entity’s operations, tax risks, and planning opportunities, particularly in understanding exposure to jurisdictional tax changes and their impact on cash flows.

The amendments address these concerns by improving income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

1 unchanged sentence

Retrospective application is permitted.

The Company adopted this ASU for the year ended December 31, 2025 on a prospective basis.

The adoption did not have a material impact on the Company’s financial statement disclosures.

Recent Accounting Pronouncements Not Yet Adopted

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”)

ASU 2025-05 provides all entities with a practical expedient when estimating expected credit losses on accounts receivable and contract assets.

Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses.

ASU 2025-05 is effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2026 and interim period reporting beginning in 2026 on a prospective basis.

The Company expects adoption of this standard to have an immaterial impact on its consolidated financial statements.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”)

The amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted

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and can be applied prospectively or retrospectively at the option of the Company.

The Company is evaluating the effect ASU 2024-03 will have on its consolidated financial statements and related disclosures.

4 unchanged sentences

The amendments in this update should be applied prospectively.

If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment

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will be removed from the Codification and will not become effective for any entity.

If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

The Company is evaluating the effect ASU 2023-06 will have on its consolidated financial statements and related disclosures.

10 unchanged sentences

Expected term 5.3 years 6.2 years

The exercise price for the years ended December 31, 2025 and 2024 presented in the table above have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See Note 3 “Significant Accounting Policies” for further information.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities.

1 unchanged sentence

An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability.

The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption.

The Company has not declared, and does not plan to declare, dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption.

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The following table sets forth a summary of changes in the fair value of the Company’s private placement warrants to purchase Class A common stock, which are considered to be Level 3 fair value measurements:

1 unchanged sentence

Beginning balance $ 10,185 $ 29

Issuance of May 2024 Common Warrants (see Note 12)

Issuance of common warrants — 31,341

Mark-to-market adjustment of stock warrants ( 7,829 ) ( 21,185 )

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and accrued expenses and other current liabilities approximate fair value because of the short maturity and high liquidity of these instruments.

The book value of long-term debt approximates fair value, which was calculated using Level 2 inputs, as of December 31, 2025.

During the year ended December 31, 2024, the Company recorded a gain of $ 6.2 million reflecting the write-off and settlement of contingent consideration related to the Company’s 2021 acquisition of Medcore HP, a Level 3 fair value measurement, upon resolution with the sellers of the assumed claims payable and risk adjustment factor.

The gain is included in corporate, general, and administrative expense in the consolidated statement of operations.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

(in thousands)

Letters of credit and surety bonds $ 7,024 $ 12,386

Prepaid expenses 4,010 1,606

Security deposit 405 430

Prepaid expenses and other current assets $ 11,439 $ 14,422

P3 Health Partners Inc.

1 unchanged sentence

Property and Equipment

The Company’s property and equipment balances consisted of the following as of:

The Company’s property and equipment balances consisted of the following:

(in thousands)

9 unchanged sentences

Total depreciation of property and equipment recognized on the consolidated statements of operations was $ 2.2 million and $ 2.4 million for the years ended December 31, 2025 and 2024, respectively.

On November 30, 2024, the Company and certain of its subsidiaries (the “Sellers”) entered into an asset purchase agreement with certain entities affiliated with an entity in which CPF, the Company’s principal stockholder, has an ownership interest (the “Buyers”), which was amended on December 30, 2024, effective as of December 5, 2024 (as amended, the “Florida Asset Purchase Agreement”).

Pursuant to the Florida Asset Purchase Agreement, the Sellers sold to the Buyers all of the assets, clinical and non-clinical, exclusively or primarily used by the Company’s MA-related business operated out of Eagle Park, Florida (the “Florida Assets”) on a cash-free, debt-free basis for a purchase price of approximately $ 15.0 million less a $ 0.3 million working capital adjustment, subject to further adjustment, and an adjustment for certain payment obligations totaling $ 0.2 million.

The asset sale closed on November 30, 2024 simultaneously with the execution of the asset purchase agreement.

The Company recognized a $ 13.3 million net gain on asset sale on the consolidated statement of operations for the year ended December 31, 2024.

The major classes of assets and liabilities disposed of as part of the Florida Assets sale are summarized as follows (in thousands):

Prepaid expenses and other current assets $ 25

Property and equipment, net 41

Intangible assets, net 232

Other long-term assets 1,202

Total assets disposed $ 1,500

Operating lease liability $ 243

Total liabilities disposed $ 243

Net assets disposed

The Company expects to close on the sale of the remaining Florida assets during the first half of fiscal year 2025.

The Company closed on the sale of the remaining Florida assets on May 1, 2025.

As of December 31, 2024, the Company determined that the carrying value of the assets was less than the fair value and a loss on impairment of assets held for sale was recognized on the consolidated statement of operations for the year ended December 31, 2024.

The fair value was determined based on a quoted market price less costs to sell.

Net assets classified as

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held for sale for the Company’s remaining Florida operations are summarized as follows as of December 31, 2024 (in thousands):

Net assets classified as held for sale for the Company’s remaining Florida operations are summarized as follows as of December 31, 2024 (in thousands):

Property and equipment, net $ 571

1 unchanged sentence

Other long-term assets 314

Impairment ( 8,058 )

Accumulated impairment ( 8,058 )

Total assets $ 403

3 unchanged sentences

Net assets $ 50

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Intangible Assets

Intangible assets, net consisted of the following as of:

Intangible assets, net consisted of the following:

Gross Carrying

15 unchanged sentences

Estimated future amortization of intangible assets is $ 82.0 million for each of the years 2026 through 2031.

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Claims Payable

16 unchanged sentences

The Company recognized expense related to its contributions to the 401(k) Plan of $ 0.9 million and $ 1.1 million during the years ended December 31, 2025 and 2024, respectively.

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Long-term Debt

1 unchanged sentence

(in thousands)

Repurchase Promissory Note $ 15,000 $ 15,000

Term Loan Facility 65,000 65,000

VGS 1 2024 Loan (2024) / VGS Promissory Note (2023) 38,057 29,102

VGS 2 Promissory Note 25,375 —

VGS 3 Promissory Note 25,375 —

Repurchase promissory note, interest paid at 11.0 %, due June 2026

$ 34,189 $ 30,091

Term loan facility, interest paid at 15.0 %, due September 2027

82,885 75,155

VGS 1 promissory note, interest paid at 13.5 %, due June 2028

49,374 38,328

VGS 2 promissory note, interest paid at 17.5 %, due September 2027

38,667 28,972

VGS 3 promissory note, interest paid at 19.5 %, due June 2028

35,435 25,499

VGS 4 promissory note, interest paid at 19.5 %, due August 2028

VGS 5 promissory note, interest paid at 19.5 %, due August 2028

Long-term debt, gross 336,730 198,045

6 unchanged sentences

The Repurchase Promissory Note automatically matures and is due and payable on the earlier of June 30, 2026, a change in control transaction, or an underwritten primary public offering, each as defined in the agreement.

The Repurchase

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Promissory Note accrues paid-in-kind (“PIK”) interest of 11.0 % per year.

The principal balance, accrued interest, and an exit fee of $ 0.6 million are due at maturity.

Accrued interest was $ 15.1 million and $ 11.7 million as of December 31, 2024 and 2023, respectively.

The Repurchase Promissory Note accrues paid-in-kind (“PIK”) interest of 11.0 % per year.

The principal balance, inclusive of PIK interest, and an exit fee of $ 0.6 million are due at maturity.

Term Loan Facility

In November 2020, the Company entered into a Term Loan Agreement and Security Agreement with a commercial lender (as amended, the “Term Loan Agreement”), which provided funding up to $ 100.0 million (the “Term Loan Facility”), of which $ 65.0 million was drawn as of December 31, 2024 and 2023.

The Company’s access to additional borrowings under the Term Loan Facility ended upon termination of the commitment period on February 28, 2022.

The Term Loan Agreement was amended on November 16, 2021 to provide for certain modifications and to obtain consent from the lenders to consummate the Business Combinations.

The Term Loan Agreement was amended on December 21, 2021 to provide for certain modifications and to permit the consummation of an acquisition in a prior year and related transactions.

The Term Loan Agreement was amended on December 13, 2022 to provide for certain modifications and to permit the issuance of the VGS Promissory Note (defined below) and related transactions.

3 unchanged sentences

The Security Agreement provides the lenders collateral in 100 % of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property), and bank accounts.

The principal balance is due in full on the maturity date, which is December 31, 2025.

This maturity date may be accelerated as a remedy under certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs.

Effective November 30, 2024, interest is payable at 12.0 % per annum on a quarterly cycle (in arrears).

The Term Loan Agreement was amended on February 13, 2025 to permit the issuance of the VGS 4 Promissory Note (defined below).

The Term Loan Agreement was amended on May 29, 2025, to permit the issuance of the VGS 5 Promissory Note (defined below).

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The Term Loan Agreement was amended on August 27, 2025 (the “Tenth Amendment”);

the Tenth Amendment:

• amends the payment structure of the Term Loan Agreement by extending the interest-only period to June 30, 2026, extending the final maturity date to September 30, 2027, and changing the principal payments to a fixed $ 5.0 million per payment date;

• changes the interest rate from 12 % through maturity to 12 % through September 30, 2025 and 15 % thereafter;

• includes two separate PIK periods, replacing the previous single PIK period:

the first PIK Period measures from closing of the Term Loan Agreement through September 30, 2024 and includes the option to pay 8 % cash plus 4 % PIK (added to the principal);

and the second PIK Period measures from September 30, 2025 through September 30, 2027 and includes the option to pay 12 % cash plus 3 % PIK;

• updates board observation rights for lender representatives.

The amendment was accounted for as a troubled debt restructuring as the Company determined it was experiencing financial difficulties and was provided a concession through the deferral of the principal repayment.

As the future undiscounted cash flows exceeded the carrying value, the Company did not recognize any gain or loss associated with the troubled debt restructuring.

The maturity date may be accelerated as a remedy under certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs.

PIK interest is subject to acceleration in the event certain occurrences in the Term Loan Facility’s agreement are triggered.

Accrued interest was $ 12.5 million and $ 7.9 million as of December 31, 2024 and 2023, respectively.

In addition, P3 LLC will pay a back-end fee of 9.0 % when principal repayments occur.

The Term Loan Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends.

2 unchanged sentences

The Company is also subject to certain restrictions that include indebtedness and liens.

As of December 31, 2024, the Company was not in compliance with its Term Loan Facility covenants related to issuance of the 2024 financial statements with an audit opinion free of a “going concern” explanatory paragraph.

The Term Loan Facility lenders granted 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 the Company’s audited financial statements for the fiscal year ended December 31, 2024.

The Company was not in compliance with its Term Loan Facility covenants related to issuance of the 2025 financial statements with an audit opinion free of a “going concern” explanatory paragraph.

The Term Loan Facility lenders granted a waiver of the covenant under the Term Loan Facility related to the existence of a “going concern” emphasis of matter paragraph in the audit opinion for the Company’s audited financial statements for the fiscal year ended December 31, 2025.

The Company was in material compliance with all other covenants under the Term Loan Facility as of December 31, 2025;

2 unchanged sentences

In December 2022, P3 LLC entered into a related party financing transaction (see Note 20 “Related Parties”) with VBC Growth SPV LLC (“VGS”) which included the issuance of an unsecured promissory note (the “VGS Promissory Note”) to VGS;

warrant agreement, pursuant to which the Company issued warrants to purchase 0.4 million shares of Class A common stock at an exercise price of $ 4.26 per share to VGS (see Note 12 “Warrants”);

warrant agreement, pursuant to which the Company issued warrants to purchase 8.6 thousand shares of Class A common stock at an exercise price of $ 213.00 per share to VGS (see Note 13 “Warrants”);

and a subordination agreement, pursuant to which VGS agreed to subordinate its right of payment under the VGS Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility.

4 unchanged sentences

The VGS Promissory Note had a maturity date of May 19, 2026.

As of December 31,

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2023, $ 29.1 million had been drawn on the VGS Promissory Note and the Company had recorded debt issuance costs and original issue discount of $ 0.8 million.

Accrued interest was $ 4.0 million as of December 31, 2023.

On December 12, 2024, the Company entered into an unsecured promissory note (the “VGS 1 2024 Loan”) with VGS providing for funding of up to approximately $ 38.1 million, the proceeds from which were used to repay in full all principal, interest, and other amounts owing under the VGS Promissory Note.

4 unchanged sentences

The Company accounted for this transaction as a troubled debt restructuring as the Company was experiencing financial difficulty, and the amended terms resulted in a concession to the Company.

As the future undiscounted cash flows under the modified terms exceeded the carrying amount on the date of modification, the modification was accounted for prospectively.

As of December 31, 2024, the Company had $ 38.1 million of borrowings outstanding under the VGS 1 2024 Loan and recorded debt issuance costs and original issuance discount of $ 0.7 million.

Accrued interest was $ 0.3 million as of December 31, 2024.

As the future undiscounted cash flows

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under the modified terms exceeded the carrying amount on the date of modification, the modification was accounted for prospectively.

The Company will pay VGS a back-end fee of 9.0 % at the time the VGS 1 2024 Loan is redeemed.

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The Company paid VGS 2 an up-front fee of 1.5 % of the aggregate principal amount of the loan in-kind.

As of December 31, 2024, $ 25.4 million had been drawn on the VGS 2 Promissory Note and the Company had recorded debt issuance costs and original issue discount of $ 0.5 million.

The VGS 2 Promissory Note matures on September 30, 2027.

1 unchanged sentence

The Company may elect to pay interest 8.0 % in cash and 9.5 % in-kind, but if the terms of the VGS 2 Subordination Agreement do not permit the Company to pay interest in cash, interest will be paid entirely in-kind.

Accrued interest was $ 3.6 million as of December 31, 2024.

The Company will pay VGS 2 a back-end fee of 9.0 % at the time the VGS 2 Promissory Note is redeemed.

3 unchanged sentences

The maturity date may be accelerated as a remedy under the certain default provisions in the agreement, or in the event a mandatory prepayment event occurs.

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The VGS 2 Promissory Note provides for mandatory prepayments with the proceeds of certain asset sales, and VGS 2 has the right to demand payment in full upon (i) a change of control of the Company and (ii) certain qualified financings (as defined in the VGS 2 Promissory Note).

3 unchanged sentences

warrant agreement, pursuant to which the Company issued warrants to purchase 1.4 million shares of Class A common stock at an exercise price of $ 10.69 per share to VGS 3 (see Note 13 “Warrants”);

and a subordination agreement (the “VGS 3 Subordination Agreement”), pursuant to which VGS 3 agreed to subordinate its right of payment under the VGS 3 Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility.

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subordination agreement (the “VGS 3 Subordination Agreement”), pursuant to which VGS 3 agreed to subordinate its right of payment under the VGS 3 Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility.

The VGS 3 Promissory Note provides for funding of up to $ 25.0 million.

The Company paid VGS 3 an up-front fee of 1.5 % of the aggregate principal amount of the loan in-kind.

As of December 31, 2024, $ 25.4 million had been drawn on the VGS 3 Promissory Note and the Company had recorded debt issuance costs, comprising the fair value of the warrants issued to VGS 3 and other costs incurred related to this financing, and original issue discount of $ 12.8 million.

The VGS 3 Promissory Note matures on June 30, 2028.

1 unchanged sentence

The Company may elect to pay either interest 8.0 % in cash or 11.5 % in-kind, but if the terms of the VGS 3 Subordination Agreement do not permit the Company to pay interest in cash, interest will be paid entirely in-kind.

Accrued interest was $ 0.1 million as of December 31, 2024.

The Company will pay VGS 3 a back-end fee at the time the VGS 3 Promissory Note is redeemed as follows:

6 unchanged sentences

The VGS 3 Promissory Note provides for mandatory prepayments with the proceeds of certain asset sales, and VGS 3 has the right to demand payment in full upon (i) a change of control of the Company and (ii) certain qualified financings (as defined in the VGS 3 Promissory Note).

VGS 4 Promissory Note

On February 13, 2025, P3 LLC entered into a related party financing transaction with VBC Growth SPV 4, LLC (“VGS 4”), consisting of the issuance by P3 LLC of (i) an unsecured promissory note (the “VGS 4 Promissory Note”) to VGS 4 and (ii) a warrant to purchase 1.4 million shares of the Company’s Class A common stock at an exercise price of $ 10.34 per share to VGS 4, as adjusted for the reverse stock split.

The VGS 4 Promissory Note provides for funding of up to $ 30.0 million, available for draw by P3 LLC in two tranches, as follows:

(i) a first tranche of $ 15.0 million which was drawn on February 18, 2025, and (ii) a second tranche of $ 15.0 million which was drawn on March 14, 2025.

The VGS 4 Promissory Note matures on August 13, 2028.

Interest is payable at 19.5 % per annum on a quarterly cycle (in arrears) beginning March 31, 2025.

P3 LLC may elect to pay either (1) 8.0 % cash interest and 11.5 % paid in-kind (“PIK”) interest, or (2) 19.5 % PIK interest, provided that payment of cash interest will be permitted only to the extent permitted by the Term Loan Agreement and the VGS 4 Subordination Agreement (defined below), and if not so permitted, such interest shall accrue as PIK interest.

The VGS 4 Promissory Note provides for mandatory prepayments with the proceeds of certain asset sales, and VGS 4 has the right to demand payment in full upon (i) a change of control of the Company and (ii) certain qualified financings (as defined in the VGS 4 Promissory Note).

The VGS 4 Promissory Note restricts P3 LLC’s ability and the ability of its subsidiaries to, among other things, incur indebtedness and liens, and make investments and restricted payments.

The maturity date may be accelerated as a remedy under certain default provisions in the agreement, or in the event a mandatory prepayment event occurs.

P3 LLC paid VGS 4 an up-front fee of 1.5 % of the aggregate principal amount of the loan in-kind.

In addition, P3 LLC will pay VGS 4 a back-end fee at the time the VGS 4 Promissory Note is redeemed as follows:

(i) if paid prior to March 31, 2025, 2.25 %;

(ii) if paid after March 31, 2025 and on or before June 30, 2025, 4.50 %;

(iii) if paid after June 30, 2025 and on or before September 30, 2025, 6.75 % and (iv) if paid after September 30, 2025, 9.00 %.

In connection with the transactions described above, P3 LLC entered into a subordination agreement, dated as of February 13, 2025 (the “VGS 4 Subordination Agreement”), with CRG Servicing LLC (“CRG”), as administrative agent under the Term Loan Facility, and VGS 4.

Pursuant to the VGS 4 Subordination Agreement, VGS 4 agreed to subordinate its right of payment under the VGS 4 Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility.

The terms of the VGS 4 Subordination Agreement will effectively require P3 LLC to pay all interest under the VGS 4 Promissory Note in-kind.

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VGS 5 Promissory Note

On May 29, 2025, P3 LLC entered into a related party financing transaction with VBC Growth SPV 5, LLC (“VGS 5”), consisting of the issuance by P3 LLC of (i) an unsecured promissory note (the “VGS 5 Promissory Note”) to VGS 5 and (ii) a warrant to purchase 1.4 million shares of the Company’s Class A common stock at an exercise price of $ 7.39 per share to VGS 5.

The VGS 5 Promissory Note provides for funding of up to $ 70.0 million, available for draw by P3 LLC in three tranches, as follows:

(i) a first tranche of $ 15.0 million which was drawn on May 29, 2025, (ii) a second tranche of up to $ 15.0 million available at the Company’s sole option in a single draw, on or prior to June 22, 2025, and (iii) a third tranche of $ 40.0 million available upon mutual agreement of P3 LLC and VGS 5 in one or more draws no later than December 31, 2025.

The VGS 5 Promissory Note matures on August 13, 2028.

Interest is payable at 19.5 % per annum on a quarterly cycle (in arrears) beginning June 30, 2025.

P3 LLC may elect to pay either (1) 8.0 % cash interest and 11.5 % PIK interest, or (2) 19.5 % PIK interest, provided that payment of cash interest will be permitted only to the extent permitted by the Term Loan Agreement and the VGS 5 Subordination Agreement (defined below), and if not so permitted, such interest shall accrue as PIK interest.

The VGS 5 Promissory Note provides for mandatory prepayments with the proceeds of certain asset sales, and VGS 5 has the right to demand payment in full upon (i) a change of control of the Company and (ii) certain qualified financings (as defined in the VGS 5 Promissory Note).

On June 21, 2025, the Company delivered a request to VGS 5 for $ 15.0 million in funding related to the second tranche.

VGS 5 funded $ 8.5 million in July 2025 and $ 6.5 million in August 2025.

On October 3, 2025, the Company delivered a request to VGS 5 for $ 13.0 million in funding related to the third tranche, which was funded on October 7, 2025.

The VGS 5 Promissory Note restricts P3 LLC’s ability and the ability of its subsidiaries to, among other things, incur indebtedness and liens, and make investments and restricted payments.

The maturity date may be accelerated as a remedy under certain default provisions in the agreement, or in the event a mandatory prepayment event occurs.

P3 LLC paid VGS 5 an up-front fee of 1.5 % of the aggregate principal amount of the loan in-kind.

In addition, P3 LLC will pay VGS 5 a back-end fee at the time the VGS 5 Promissory Note is redeemed as follows:

(i) if paid prior to June 30, 2025, 2.25 %;

(ii) if paid from July 1, 2025 through September 30, 2025, 4.50 %;

(iii) if paid after October 1, 2025 through December 31, 2025, 6.75 % and (iv) if paid after December 31, 2025, 9.00 %.

In connection with the transactions described above, P3 LLC entered into a subordination agreement, dated as of May 29, 2025 (the “VGS 5 Subordination Agreement”), with CRG as administrative agent under the Term Loan Facility, and VGS 5.

Pursuant to the VGS 5 Subordination Agreement, VGS 5 agreed to subordinate its right of payment under the VGS 5 Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility.

The terms of the VGS 5 Subordination Agreement will effectively require P3 LLC to pay all interest under the VGS 5 Promissory Note in-kind.

As of December 31, 2025, long-term debt maturities are as follows (in thousands):

2026 $ 45,089

unamortized debt issuance costs and original issue discount ( 13,983 )

unamortized debt issuance costs, original issue discount, and back-end facility fees ( 63,320 )

As a result of the Business Combinations, substantially all the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC.

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As a partnership, P3 LLC is generally not subject to taxes, other than entity level state income taxes.

Any taxable income or loss generated by P3 LLC

Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC Amended & Restated Limited Liability Agreement dated as of the Closing Date (“P3 LLC A&R LLC Agreement”).

Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC.

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is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC Amended & Restated Limited Liability Agreement dated as of the Closing Date (“P3 LLC A&R LLC Agreement”).

Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC.

The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC.

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Total income tax expense $ 2,025 $ 4,387

A reconciliation of the statutory federal income tax to the Company’s provision for income taxes is as follows:

A reconciliation of the statutory federal income tax to the Company’s provision for income taxes (benefit) after the adoption of ASU 2023-09 are summarized as follows (in thousands, except for percentages):

Year Ended December 31,

(dollars in thousands)

Amount Percentage

federal statutory tax rate $ ( 67,423 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

Changes in valuation allowance 29,522 ( 9.2 ) %

Nontaxable or nondeductible items

Losses not subject to tax $ 34,926 ( 10.9 ) %

Other $ 797 ( 0.2 ) %

Changes in unrecognized tax benefits $ 3,410 ( 1.1 ) %

Other reconciling items $ 643 ( 0.2 ) %

Provision expense (benefit) for taxes and effective tax rate $ 2,025 ( 0.6 ) %

_____________________________________________

(1) State taxes in Oregon made up the majority (greater than 50 percent) of the tax effect in this category.

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As previously disclosed for the year ended December 31, 2024, a reconciliation of the statutory federal income tax to the Company’s provision for income taxes (benefit) prior to the adoption of ASU 2023-09 is as follows (in thousands):

Year Ended December 31,

Tax at federal statutory rate $ ( 64,258 )

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Effective tax rate ( 1.4 ) %

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| 2024 Form 10-K | 102

The Company’s tax rate is affected primarily by the recognition of a valuation allowance and the portion of income and expense allocated to the non-controlling interest.

It is also affected by discrete items that may occur in any given year such as benefits from changes in the fair value of private placement and public warrants.

During the years ended December 31, 2025 and 2024, the Company’s tax rate was impacted by the valuation allowance placed on deferred tax assets in prior periods and losses from non-controlling interest not subject to tax.

The amount of income taxes paid (net of refunds received) are presented below (in thousands).

Jurisdictions where income taxes paid exceeded five percent of total income taxes paid (net of refunds received) are disclosed separately.

December 31, 2025

Federal $ 1,443

California ( 129 )

Total income taxes paid (net of refunds received) $ 1,439

Cash income taxes paid (net of refunds received) were $ 5.5 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.

Deferred Income Taxes

Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards.

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Significant components of the Company’s deferred income tax assets and liabilities are as follows:

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Net deferred tax asset $ 2,589 $ 1,090

Deferred tax assets are included in other long-term assets in the Company’s consolidated balance sheets.

The Company recognizes deferred tax assets to the extent it believes that these assets are more likely than not to be realized.

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net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance.

As of December 31, 2024, the Company has recognized a net deferred tax liability of $ 1.1 million in connection with its subsidiary, Medcore HP (“MHP”).

As of December 31, 2025, the Company has recognized a net deferred tax asset of $ 1.1 million in connection with its subsidiary, Medcore HP (“MHP”).

Because MHP does not file a consolidated corporate income tax return with the Company, the deferred tax assets of MHP are separately assessed for realizability.

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Because the Network VIEs do not file a consolidated corporate income tax return with the Company, the deferred tax assets are separately assessed for realizability.

Based on the weight of all available evidence as of December 31, 2024, including cumulative losses in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets of certain of the Network VIEs will not be realized.

Accordingly, the Company has recorded a valuation allowance against the tax benefits of the related deferred tax assets.

As of December 31, 2024, the Company has U.S.

federal income tax net operating loss carryforwards of $ 88.4 million available to offset future taxable income, all of which will be carried forward indefinitely, but utilization is limited to 80% of taxable income in any given year.

The Company also has state net operating loss carryforwards of $ 36.1 million, of which $ 1.5 million will expire in 2033, $ 4.5 million will expire in 2034, $ 7.6 million will expire in 2035, $ 5.5 million will expire in 2039, $ 4.5 million will expire in 2043, and $ 12.5 million will be carried forward indefinitely.

Based on the weight of all available evidence as of December 31, 2025, including cumulative income in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets of certain of the Network VIEs will be realized.

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The balances and activity related to the valuation allowance were as follows:

(in thousands)

Balance at December 31, 2023 $ ( 46,370 )

Balance at December 31, 2024

Balance at December 31, 2025

$ ( 100,417 )

As of December 31, 2025, the Company has U.S.

federal income tax net operating loss carryforwards of $ 217.2 million available to offset future taxable income, all of which will be carried forward indefinitely, but utilization is limited to 80% of taxable income in any given year.

The Company also has state net operating loss carryforwards of $ 119.8 million, of which $ 101.8 million will expire over the next 20 years, and $ 18.0 million will be carried forward indefinitely.

The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 (the “Code”) and similar provisions under state law.

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Balance at January 1 $ 4,285 —

Additions based on tax positions taken in a prior year 2,135 —

Additions based on tax positions related to the current year 335 4,285

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Events that could impact the liability include expiration of the statute of limitations or settlement with the state tax authority.

Over the next 12 months, the Company does not expect a significant increase or decrease in the unrecognized tax benefits recorded at December 31, 2024.

The Company recorded interest and penalties of $ 1.0 million related to uncertain tax positions within the income tax provision on the consolidated statement of comprehensive loss during the year ended December 31, 2025.

As of December 31, 2025, accrued interest and penalties related to uncertain tax positions of $ 2.6 million were recorded within other long-term liabilities on the consolidated balance sheet.

No such amounts were recorded during the year ended or as of December 31, 2023.

$ 1.6 million was recorded during the year ended as of December 31, 2024.

Tax Receivable Agreement

In connection with the Business Combinations, the Company entered into a TRA that provides for the payment by the Company of 85 % of the amount of any tax benefits that are realized, or in some cases are deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA.

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of (i) increases in the Company’s share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA.

The Company expects to benefit from the remaining 15 % of any tax benefits that are realized.

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The payment obligation under the TRA is an obligation of the Company and not of P3 LLC.

The payments that the Company will be required to make will generally reduce the amount of the overall cash flow that might have otherwise

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been available, but the Company expects the cash tax savings realized from the utilization of the related tax benefits will exceed the amount of any required payments.

The payments that the Company will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but the Company expects the cash tax savings realized from the utilization of the related tax benefits will exceed the amount of any required payments.

As of December 31, 2025 and 2024, the TRA liability is estimated to be $ 12.4 million and $ 11.5 million, respectively;

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The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of a share of the Company’s Class A common stock at the time of the relevant redemption or exchange.

As of December 31, 2024 and 2023, there were an aggregate of 246.5 million and 81.9 million warrants outstanding, respectively, which include the 2021 Public Warrants, 2021 Private Placement Warrants, VGS Warrants, VGS 3 Warrants, March 2023 Warrants, May 2024 Common Warrants, and May 2024 Pre-Funded Warrants (each as defined below).

As of December 31, 2025 and 2024, there were an aggregate of 8.4 million and 4.9 million warrants outstanding, respectively, which include the 2021 Public Warrants, 2021 Private Placement Warrants, VGS Warrants, VGS 3 Warrants, VGS 4 Warrants, VGS 5 Warrants, March 2023 Warrants, May 2024 Common Warrants, and May 2024 Pre-Funded Warrants (each as defined below).

No warrants were exercised during the years ended December 31, 2025 and 2024.

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Public Offering and Private Placement

The 2021 Public Warrants and 2021 Private Placement Warrants entitle the holders to purchase an aggregate of 10.8 million shares of Class A common stock at a price of $ 11.50 per share.

The 2021 Public Warrants and 2021 Private Placement Warrants entitle the holders to purchase an aggregate of 0.2 million shares of Class A common stock, as adjusted for the reverse stock split, at a price of $ 575.00 per share.

The 2021 Public Warrants will expire five years after the completion of the Business Combinations.

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May 2024 Common Warrants

In connection with the May 2024 Private Placement (see Note 14 “Capitalization”), the Company issued warrants to purchase an aggregate of 67.4 million shares of Class A common stock at a price of $ 0.5020 per share (the “May 2024 Common Warrants”).

In connection with the May 2024 Private Placement (see Note 15 “Capitalization”), the Company issued warrants to purchase an aggregate of 1.3 million shares of Class A common stock, as adjusted for the reverse stock split, at a price of $ 25.10 per share (the “May 2024 Common Warrants”).

Pursuant to the warrant agreements, the May 2024 Common Warrants and the right to purchase securities upon the exercise of the May 2024 Warrants will terminate upon the earliest to occur of the following:

(a) May 22, 2031;

and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50% of the voting power of which the Company is disposed and the proceeds thereof are paid to the then-existing stockholders of the Company.

and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance

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of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50% of the voting power of which the Company is disposed and the proceeds thereof are paid to the then-existing stockholders of the Company.

The May 2024 Common Warrants were recorded as liability-classified financial instruments for an initial amount of $ 31.3 million.

The key Level 3 inputs into the option pricing model related to the May 2024 Warrants at inception were as follows:

The key Level 3 inputs into the option pricing model related to the May 2024 Warrants at inception, as adjusted for the reverse stock split, were as follows:

Volatility 95.0 %

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The 2021 Public Warrants, 2021 Private Placement Warrants, and May 2024 Warrants are recorded as liabilities on the consolidated balance sheets with a balance of $ 2.5 million and $ 10.3 million as of December 31, 2025 and 2024, respectively.

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Equity-classified

In connection with the VGS Promissory Note issued in December 2022 (see Note 10 “Debt”), the Company and VGS entered into a warrant agreement (the “VGS Warrant Agreement”) pursuant to which the Company issued warrants to purchase 0.4 million shares of Class A common stock of the Company at an exercise price of $ 4.26 per share to VGS (the “VGS Warrants”).

In connection with the VGS Promissory Note issued in December 2022 (see Note 11 “Debt”), the Company and VGS entered into a warrant agreement (the “VGS Warrant Agreement”) pursuant to which the Company issued warrants to purchase 8.6 thousand shares of Class A common stock, as adjusted for the reverse stock split, at an exercise price of $ 213.00 per share to VGS (the “VGS Warrants”).

The number of shares of common stock for which the VGS Warrants is exercisable and the exercise price may be adjusted upon any event involving subdivisions, combinations, distributions, recapitalizations, and similar transactions.

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VGS 3 Warrants

In connection with the VGS 3 Promissory Note issued in December 2024 (see Note 10 “Debt”), the Company and VGS 3 entered into a warrant agreement (the “VGS 3 Warrant Agreement”) pursuant to which the Company issued warrants to purchase 71.4 million shares of Class A common stock of the Company at an exercise price of $ 0.21 per share to VGS 3 (the “VGS 3 Warrants”).

In connection with the VGS 3 Promissory Note issued in December 2024 (see Note 11 “Debt”), the Company and VGS 3 entered into a warrant agreement (the “VGS 3 Warrant Agreement”) pursuant to which the Company issued warrants to purchase 1.4 million shares of Class A common stock, as adjusted for the reverse stock split, at an exercise price of $ 10.69 per share to VGS 3 (the “VGS 3 Warrants”).

The number of shares of common stock for which the VGS 3 Warrants is exercisable and the exercise price may be adjusted upon any event involving subdivisions, combinations, distributions, recapitalizations, and similar transactions.

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Expected term 6.8 years

VGS 4 Warrants

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In connection with the VGS 4 Promissory Note issued in February 2025 (see Note 11 “Debt”), the Company and VGS 4 entered into a warrant agreement (the “VGS 4 Warrant Agreement”) pursuant to which the Company issued warrants to purchase 1.4 million shares of the Company’s Class A common stock at an exercise price of $ 10.34 per share to VGS 4 (the “VGS 4 Warrants”), as adjusted for the reverse stock split.

The number of shares of common stock for which the VGS 4 Warrants are exercisable and the exercise price may be adjusted upon any event involving subdivisions, combinations, distributions, recapitalizations, and similar transactions.

Pursuant to the VGS 4 Warrant Agreement, the warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following:

(a) February 13, 2032;

and (b) the consummation of (i) a sale, conveyance, consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50 % of the voting power of which the Company or P3 LLC is disposed.

The Company recorded the fair value of the VGS 4 Warrants of $ 14.0 million as an increase to additional paid in capital during the year ended December 31, 2025.

The key Level 3 inputs into the option pricing model related to the VGS 4 Warrants were as follows:

Volatility 91.0 %

Risk-free interest rate 4.41 %

Exercise price $ 10.34

Expected term 7.0 Years

VGS 5 Warrants

In connection with the VGS 5 Promissory Note issued in May 2025 (see Note 11 “Debt”), the Company and VGS 5 entered into a warrant agreement (the “VGS 5 Warrant Agreement”) pursuant to which the Company issued warrants to purchase 1.4 million shares of the Company’s Class A common stock at an exercise price of $ 7.39 per share to VGS 5.

The number of shares of common stock for which the VGS 5 Warrants are exercisable and the exercise price may be adjusted upon any event involving subdivisions, combinations, distributions, recapitalizations, and similar transactions.

Pursuant to the VGS 5 Warrant Agreement, the warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following:

(a) May 29, 2032;

The Company recorded the fair value of the VGS 5 Warrants of $ 8.3 million as an increase to additional paid in capital during the year ended December 31, 2025.

The key Level 3 inputs into the option pricing model related to the VGS 5 Warrants were as follows:

Volatility 92.0 %

Risk-free interest rate 4.16 %

Exercise price $ 7.39

Expected term 7.0 Years

VGS 5 Tranche 3a Warrants

In connection with the third tranche of the VGS 5 Promissory Note which was funded on October 7, 2025 (see Note 11 “Debt”), the Company and VGS 5 entered into a warrant agreement (the “VGS 5 Tranche 3a Warrant Agreement”) pursuant to which the Company issued warrants to purchase 0.6 million shares of the Company’s Class A common stock at an exercise price of $ 8.88 per share to VGS 5.

Pursuant to the VGS 5 Warrant Agreement, the warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following:

(a) October 7, 2032;

The Company recorded the fair value of the VGS 5 Warrants of $ 4.5 million as an increase to additional paid in capital during the year ended December 31, 2025.

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The key Level 3 inputs into the option pricing model related to the VGS 5 Tranche 3a Warrants were as follows:

Volatility 92.0 %

Risk-free interest rate 3.91 %

Exercise price $ 8.88

Expected term 7.0 Years

May 2024 Pre-Funded Warrants

In connection with the May 2024 Private Placement (see Note 14 “Capitalization”), the Company issued pre-funded warrants to purchase an aggregate of 25.8 million shares of Class A common stock at a price of $ 0.0001 per share (the “May 2024 Pre-Funded Warrants”).

In connection with the May 2024 Private Placement (see Note 15 “Capitalization”), the Company issued pre-funded warrants to purchase an aggregate of 0.5 million shares of Class A common stock, as adjusted for the reverse stock split, at a price of $ 0.005 per share (the “May 2024 Pre-Funded Warrants”).

Pursuant to the warrant agreements, the May 2024 Pre-Funded Warrants and the right to purchase securities upon the exercise of the May 2024 Pre-Funded Warrants will terminate upon the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50% of the voting power of which the Company is disposed and the proceeds thereof are paid to the then-existing stockholders of the Company.

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March 2023 Warrants

In connection with the March 2023 Private Placement (see Note 14 “Capitalization”), the Company issued warrants to purchase an aggregate of 59.9 million shares of Class A common stock at a price of $ 1.13 per share (the “March 2023 Common Warrants”), and pre-funded warrants to purchase an aggregate of 10.8 million shares of Class A common stock at a price of $ 0.0001 per share (the “March 2023 Pre-Funded Warrants” and, together with the March 2023 Common Warrants, the “March 2023 Warrants”).

In connection with the March 2023 Private Placement (see Note 15 “Capitalization”), the Company issued warrants to purchase an aggregate of 1.2 million shares of Class A common stock, as adjusted for the reverse stock split, at a price of $ 56.50 per share (the “March 2023 Common Warrants”), and pre-funded warrants to purchase an aggregate of 0.2 million shares of Class A common stock, as adjusted for the reverse stock split, at a price of $ 0.005 per share (the “March 2023 Pre-Funded Warrants” and, together with the March 2023 Common Warrants, the “March 2023 Warrants”).

Pursuant to the warrant agreements, the March 2023 Warrants and the right to purchase securities upon the exercise of the March 2023 Warrants will terminate upon the earliest to occur of the following:

(a) April 5, 2028, with respect to the March 2023 Common Warrants only;

and (b) the consummation of (i) a

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sale, conveyance, disposal, or encumbrance of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50 % of the voting power of which the Company is disposed and the proceeds thereof are paid to the then-existing stockholders of the Company.

and (b) the consummation of (i) a sale, conveyance, disposal, or encumbrance of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50 % of the voting power of which the Company is disposed and the proceeds thereof are paid to the then-existing stockholders of the Company.

Commitments and Contingencies

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The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases.

An accrual is established when a specific contingency is probable and estimable.

The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated.

The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss, or cash flows .

In June 2024, we received a CID from the DOJ pursuant to the False Claims Act in the course of the government’s investigation concerning our arrangements with insurance agents and brokers.

The CID requests documentation and information relating to the marketing of our broker programs and our arrangements with, and remuneration paid to, MA brokers, agents and agencies, as well as our arrangements with third parties relating to these programs.

We are cooperating with the investigation and providing the requested information.

It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.

Civil Investigative Demand

In June 2024, the Company received a civil investigative demand (“CID”) from the U.S.

Department of Justice (“DOJ”) pursuant to the False Claims Act in the course of the government’s investigation concerning its arrangements with insurance agents and brokers.

The CID requests documentation and information relating to the marketing of the Company’s broker programs and arrangements with, and remuneration paid to, MA brokers, agents and agencies, as well as arrangements with third parties relating to these programs.

The Company is cooperating with the investigation and

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providing the requested information.

No assurance can be given as to the timing or outcome of the government’s investigation.

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The Company’s Board of Directors has not declared any cash dividends during the years ended December 31, 2025 or 2024.

Reverse Stock Split

On April 11, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of Delaware to effect a 1-for-50 reverse stock split (the "Reverse Stock Split") of the Company's outstanding Class A common stock, $ 0.0001 par value per share, and Class V common stock, $ 0.0001 par value per share, as of that date.

The Reverse Stock Split resulted in 163,159,548 shares of Class A common stock being converted to 3,263,093 shares of Class A common stock and 195,956,984 shares of Class V common stock being converted to 3,919,124 shares of Class V common stock.

The Board of Directors of the Company approved the Charter Amendment to meet the share bid price requirements of the Nasdaq Capital Market.

The Company’s stockholders approved the Charter Amendment at a special meeting held on March 31, 2025.

No fractional shares were issued as a result of the Reverse Stock Split.

Each stockholder was entitled to receive a cash payment equal to the fraction of a share to which such stockholder would otherwise have been entitled multiplied by

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the closing price per share of the Class A common stock as reported by The Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on the effective date of the Reverse Stock Split.

Proportional adjustments were made to the number of shares of Class A common stock underlying the Company’s outstanding equity awards and warrants, as well as the exercise or conversion price, as applicable, and to the number of shares issuable under the Company’s equity incentive plans and other existing agreements.

All options and restricted stock awards of the Company outstanding immediately prior to the split have been adjusted in accordance with the terms of the plans, agreements or arrangements governing such options and restricted stock awards.

Each stockholder’s percentage ownership interest in the Company and proportional voting power remained unchanged by the split, except for minor changes and adjustments that resulted from the treatment of fractional shares.

The rights and privileges of the holders of shares of the Company’s common stock were substantially unaffected.

Unless otherwise noted, all references in the consolidated financial statements and notes to consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split.

May 2024 Private Placement

On May 24, 2024, pursuant to a Securities Purchase Agreement (the “May 2024 Purchase Agreement”), dated May 22, 2024 with the purchasers named therein (the “May 2024 Purchasers”), which included certain affiliated entities of Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP”), and institutional investors, the Company issued approximately 67.4 million units at a price of approximately $ 0.6270 per unit.

On May 24, 2024, pursuant to a Securities Purchase Agreement (the “May 2024 Purchase Agreement”), dated May 22, 2024 with the purchasers named therein (the “May 2024 Purchasers”), which included certain affiliated entities of Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP”), and institutional investors, the Company issued approximately 1.3 million units, as adjusted for the reverse stock split, at a price of approximately $ 31.35 per unit.

Each unit consists of one share of Class A common stock and a warrant to purchase one share of Class A common stock at an exercise price of $ 25.10 .

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In total, the Company sold (i) an aggregate of 0.8 million shares of its Class A common stock, (ii) warrants to purchase an aggregate of 1.3 million shares of Class A common stock, and (iii) warrants to purchase an aggregate of 0.5 million shares of Class A common stock for aggregate proceeds of $ 39.8 million, net of $ 2.4 million in offering costs (collectively, the “May 2024 Private Placement”).

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Registration Rights Agreement

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The Company has also agreed, among other things, to indemnify the May 2024 Purchasers, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the May 2024 Registration Rights Agreement.

Amended and Restated Letter Agreement with CPF

Letter Agreement with CPF

On April 6, 2023, in connection with the March 2023 Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with the CPF Parties.

The Letter Agreement provides, pursuant to certain stipulations, that CPF will be entitled to designate one additional independent member of the Company’s board of directors and that CPF will be entitled to certain information rights and protective provisions.

As of the date of the issuance of these consolidated financial statements, CPF has not exercised its right to designate a director under the terms of the Letter Agreement.

CPF Parties also agreed to a standstill restriction from the date of the closing of the March 2023 Private Placement to June 30, 2024 that limited the ownership of the CPF Parties to 49.99 % of the Company’s Class A common stock and Class V common stock.

On May 24, 2024, in connection with entry into the Purchase Agreement, the Company entered into an amended and restated letter agreement (the “Amended and Restated Letter Agreement”) with CPF GP, and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III,” and together with CPF GP, “CPF”) (on behalf of the funds of which CPF GP is the general partner, certain funds of which CPF GP III is the general partner and/or certain of their affiliated entities and funds (collectively, the “CPF Parties”)).

The Amended and Restated Letter Agreement provides that for as long as the CPF Parties own 40 % of the Company’s outstanding common stock, (i) CPF will be entitled to designate one additional independent member of the Company’s board of directors, and (ii) CPF will be entitled to certain information rights and protective provisions.

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information rights and protective provisions.

As of the date of the issuance of these financial statements, CPF has not exercised its right to designate a director under the terms of the Amended and Restated Letter Agreement.

The CPF Parties also agreed to extend a standstill restriction that limits the ownership of the CPF Parties to 49.99 % of the Company’s Class A common stock and Class V common stock from the date of the closing of the May 2024 Private Placement to July 31, 2025.

On December 12, 2024, in connection with the issuance of warrants to VGS 3, we entered into a second amended and restated CPF Letter Agreement pursuant to which the CPF Parties extended the ownership restriction standstill to January 1, 2026.

Shelf Registration

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March 2023 Private Placement

On April 6, 2023, pursuant to a Securities Purchase Agreement (the “March 2023 Purchase Agreement”), dated March 30, 2023 with the purchasers named therein (the “March 2023 Purchasers”), which included certain affiliated entities of CPF GP, and the Company’s Chief Medical Officer and member of the Company’s board of directors, the Company issued 79.9 million units at a price of approximately $ 1.12 per unit for institutional investors, and a purchase price of approximately $ 1.19 per unit for employees and consultants.

On April 6, 2023, pursuant to a Securities Purchase Agreement (the “March 2023 Purchase Agreement”), dated March 30, 2023 with the purchasers named therein (the “March 2023 Purchasers”), which included certain affiliated entities of CPF GP, and the Company’s Chief Medical Officer and member of the Company’s board of directors, the Company issued 1.6 million units, as adjusted for the reverse stock split, at a price of approximately $ 56.00 per unit for institutional investors, and a purchase price of approximately $ 59.50 per unit for employees and consultants.

Each unit consists of one share of Class A common stock and 0.75 of a warrant to purchase one share of Class A common stock at an exercise price of $ 56.50 .

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In total, the Company sold (i) an aggregate of 1.4 million shares of its Class A common stock, (ii) warrants to purchase an aggregate of 1.2 million shares of Class A common stock, and (iii) pre-funded warrants to purchase an aggregate of 0.2 million shares of Class A common stock for aggregate proceeds of $ 86.6 million, net of $ 2.9 million in offering costs (collectively, the “March 2023 Private Placement”).

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Registration Rights Agreement

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The Company has also agreed, among other things, to indemnify the March 2023 Purchasers, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the April 2023 Registration Rights Agreement.

Letter Agreement with CPF

On April 6, 2023, in connection with the March 2023 Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with the CPF Parties.

As of the date of the issuance of these consolidated financial statements, CPF has not exercised its right to designate a director under the terms of the Letter Agreement.

Equity-Based Compensation

Common Unit Awards

In connection with the closing of the Business Combinations, unvested incentive unit awards granted under the then-current equity plan were converted into Common Units, which were paired with an equal number of shares of the Company’s Class V common stock, and remained subject to the original vesting conditions.

If a forfeiture of unvested Common Units occurred, the associated shares of Class V common stock were also forfeited.

During the year ended December 31, 2023, there were no Common Unit awards granted and the total fair value of Common Unit awards vested was $ 0.5 million.

As of December 31, 2023, all Common Unit awards had vested.

The Common Unit awards vested ratably over a period between one month and two years , so long as the grantee stayed employed.

2021 Incentive Award Plan

In connection with the Business Combinations, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), effective on its adoption date, in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates.

The 2021 Plan provides that the initial aggregate number of shares reserved and available for issuance is 14.6 million plus an increase each January 1, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1 % of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as is determined by the Company’s Board of Directors.

The 2021 Plan provides that the initial aggregate number of shares reserved and available for issuance is 292,000 , as adjusted for the reverse stock split, plus an increase each January 1, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1 % of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A

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common stock as is determined by the Company’s Board of Directors.

Since January 1, 2022, the aggregate number of shares of Class A common stock reserved and available for issuance under the 2021 Plan has increased by a total of 0.2 million pursuant to the automatic annual increase provision under the 2021 Plan.

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The Company’s policy for issuing shares upon stock option exercise is to issue new shares of Class A common stock.

The P3 LLC A&R LLC Agreement states that P3 LLC will maintain at all times a

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one -to- one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A common stock, including, but not limited to, those issued as result of stock option exercises and settlement of RSU awards granted under the 2021 Plan.

The P3 LLC A&R LLC Agreement states that P3 LLC will maintain at all times a one -to- one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A common stock, including, but not limited to, those issued as result of stock option exercises and settlement of RSU awards granted under the 2021 Plan.

The 2021 Plan also permits the grant of dividend equivalent units that entitle the holder to an amount based on the value of the dividends per share paid on the Company’s Class A common stock, which are accumulated on RSUs during the vesting period.

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Forfeited ( 6 ) $ ( 128.81 )

Cancelled & Forfeited adjustments 20 $ —

Outstanding as of December 31, 2025 184 $ 80.33 8.15 $ —

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Exercisable as of December 31, 2025 123 $ 107.24 7.73 $ —

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The following additional disclosures are provided for time-based stock options:

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Exercisable as of December 31, 2025 — — — $ —

The following additional disclosures are provided for performance-based stock options:

Year Ended December 31,

Weighted average grant date fair value $ — $ 0.77

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The vesting criteria for 0.1 million performance-based stock option awards has not yet been achieved;

therefore, no expense has been recorded.

There were no stock options exercised during the years ended December 31, 2025 and 2024.

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Non-vested as of December 31, 2025 $ 28.63 84

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The following additional disclosures are provided for RSU awards:

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Total fair value of shares vested (in thousands) $ 2,217 $ 2,680

In August 2023, the Company granted an aggregate of 2.5 million RSUs pursuant to the 2021 Plan to the Company’s then Chief Executive Officer, Dr.

In August 2023, the Company granted an aggregate of 50,000 RSUs, as adjusted for the reverse stock split, pursuant to the 2021 Plan to the Company’s then Chief Executive Officer, Dr.

Abdou, and Chief Medical Officer, Dr.

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As of December 31, 2025, total equity-based compensation cost related to all unvested RSUs under the 2021 Plan was $ 1.2 million, which is expected to be recognized over a weighted average period of 1.6 years.

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2024 Employee Inducement Incentive Award Plan

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Exercisable as of December 31, 2025 91 36.50 8.36 $ —

The following additional disclosures are provided for stock options:

December 31, 2024

Weighted average grant date fair value $ 0.47

The weighted average assumptions used in estimating the grant date fair value of stock options are listed in the table below:

December 31, 2024

Expected volatility 66.5 %

Risk-free interest rate 4.5 %

Expected term 6.3 years

Dividend rate 0.0 %

As of December 31, 2024, there was $ 4.8 million of unrecognized equity-based compensation cost related to unvested stock options under the 2024 Plan, which is expected to be recognized over a weighted-average period of 3.4 years.

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As of December 31, 2025, there was $ 3.4 million of unrecognized equity-based compensation cost related to unvested stock options under the 2024 Plan, which is expected to be recognized over a weighted-average period of 2.4 years.

The following table summarizes RSU activity under the 2024 Plan for the year ended December 31, 2025:

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Non-vested as of December 31, 2025 $ 36.50 88

The following additional disclosures are provided for RSU awards:

December 31, 2024

Weighted average grant date fair value $ 0.73

The RSU award will be subject to both service-vesting and performance-vesting conditions, such that both conditions must be satisfied for the RSUs to vest.

The RSU award is subject to both service-vesting and performance-vesting conditions, such that both conditions must be satisfied for the RSUs to vest.

The applicable vesting date will be the later of the date on which the applicable “service-vesting condition” is satisfied and the date on which the “performance-vesting condition” is satisfied.

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Net loss attributable to Class A common stockholders–basic $ ( 147,948 ) $ ( 135,849 )

Effective of dilutive securities:

Shares of Class V common stock — ( 128,653 )

Effect of dilutive securities:

Liability-classified warrants — ( 23,078 )

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Weighted average effect of dilutive securities:

Shares of Class V common stock — 199,701

Liability-classified warrants — 1,823

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Net loss per share attributable to Class A common stockholders–diluted $ ( 45.26 ) $ ( 54.06 )

All periods presented in the table above have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See Note 3 “Significant Accounting Policies” for further information.

Shares of Class V common stock do not share in the earnings or losses of P3 and are therefore not participating securities.

As such, separate presentation of basic and diluted net income per share for Class V common stock under the two-class method is not required.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive.

As such, separate presentation of basic and diluted net loss per share for Class V common stock under the two-class method is not required.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive, adjusted for the reverse stock split as noted above.

Year Ended December 31,

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Stock warrants (1)

179,125 81,938

Stock options (1)

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Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net loss per share

(2) Shares of Class V common stock at the end of the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method in 2023 and antidilutive in 2024.

(2) Shares of Class V common stock at the end of the period are considered antidilutive shares of Class A common stock under application of the if-converted method in 2024 and 2025.

Redeemable Non-controlling Interest

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Total Common Units 7,206 100.0 % 7,176 100.0 %

All periods presented in the table above have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

See Note 3 “Significant Accounting Policies” for further information.

Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability company agreement, to require the Company to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V common stock, in exchange for Class A common stock or at the Company’s option, and subject to certain limitations, in cash.

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As of December 31, 2025, there was a $ 119.4 million remeasurement adjustment recorded as the fair value of redeemable non-controlling interest (i.e., based on the five-day volume-weighted average price of a share of Class A common stock) was less than the carrying value.

As of December 31, 2023, there was $ 20.6 million remeasurement adjustment recorded as the fair value of redeemable non-controlling interest was greater than the carrying value.

During the years ended December 31, 2024 and 2023, there were an aggregate of 0.6 million shares and 5.4 million shares, respectively, of Class A common stock issued to P3 LLC members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock.

As of December 31, 2024, there was $ 20.6 million remeasurement adjustment to redeemable non-controlling interest recorded as the fair value of redeemable non-controlling interest was less than the carrying value.

During the year ended December 31, 2024, the Company issued an aggregate of 0.6 million shares of Class A common stock to P3 LLC members, as adjusted for the reverse stock split, in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock.

Such retired shares of Class V common stock may not be reissued.

The redemptions occurred pursuant to the terms of the P3 LLC Amended and Restated Limited Liability Agreement (the “P3 LLC A&R LLC Agreement”).

As the P3 LLC A&R LLC Agreement states that P3 LLC will maintain at all times a one -to- one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A common stock, there were an aggregate of 41.6 million and 69.2 million Common Units issued to the Company resulting from the May 2024 Private Placement and March 2023 Private Placement during the years ended December 31, 2024 and 2023, respectively.

The redemptions occurred pursuant to the terms of the P3 LLC Amended and Restated Limited Liability Company Agreement (the “P3 LLC A&R LLC Agreement”).

No similar exchanges or redemptions occurred during the year ended December 31, 2025.

As the P3 LLC A&R LLC Agreement states that P3 LLC will maintain at all times a one -to- one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A common stock, there were an aggregate of 0.8 million Common Units issued to the Company resulting from the May 2024 Private Placement during the year ended December 31, 2024.

Segment Reporting

The Company’s operations are organized under one reportable segment.

The Chief Executive Officer, who is the Company’s chief operating decision maker, is responsible for the general supervision, direction, and control of the business and officers of the Company and manages the Company’s operations, reviews financial information on a consolidated basis, and uses net income or loss to assess performance and allocate resources.

The Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), is responsible for the general supervision, direction, and control of the business and officers of the Company and manages the Company’s operations, reviews financial information on a consolidated basis, and uses net income or loss to assess performance and allocate resources.

Decisions regarding resource allocation and assessment of profitability are based on the Company’s responsibility to deliver value-based care coordination and health management to its patient population.

The Company’s segment assets relate to health plan receivables.

The Company’s segment generates revenue by providing population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs.

For the periods presented, all of the Company’s revenue was earned in the United States.

Likewise, all the Company’s long-lived assets were located in the United States.

In addition to net income (loss), the CODM regularly reviews significant expense categories, including

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medical claims expense, other medical expense, depreciation and amortization, and other segment items, in evaluating performance and allocating resources.

The Company’s single segment generates revenue by providing population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs.

For the periods presented, all of the Company’s revenue was earned in the United States.

Likewise, all the Company’s long-lived assets were located in the United States.

The following tables present information about the Company’s reportable segment:

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Loss before income taxes ( 321,061 ) ( 305,991 )

Income tax provision ( 4,387 ) ( 2,695 )

Income tax (provision) benefit ( 2,025 ) ( 4,387 )

Net loss $ ( 323,086 ) $ ( 310,378 )

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__________________

(1) Other medical expense includes subcapitation expense, affiliate provider compensation expense, and other non-claim costs.

(1) Other medical expense includes sub-capitation expense, affiliate provider compensation expense, and other non-claim costs.

(2) Other segment items include premium deficiency reserve, corporate, general and administrative expense, sales and marketing expense, impairment of asset held for sale, and miscellaneous income and expense.

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Related Parties

Atrio Health Plans

CPF, a principal equity holder of the Company, has an equity investment in Atrio Health Plans (“Atrio”).

The Company has a full-risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company.

These delegated services include but are not limited to provider

CPF, a principal equity holder of the Company, has equity investments in Allymar Health Solutions ("Allymar"), Anderson Family LLC (“Anderson”), and Atrio Health Plans (“Atrio”).

Allymar Health Solutions

The Company has a master services agreement in place with Allymar whereby Allymar provides support services and tools for the Company and its contracted providers in arranging for or delivering services to its members.

The Company recorded Allymar service expenses of $ 9.9 million and $ 2.7 million for the years ended December 31, 2025 and 2024, respectively, which are included in corporate, general and administrative expense in the consolidated statements of operations.

The Company recorded accrued expenses of $ 9.3 million and $ 2.7 million for the years ended December 31, 2025 and 2024, respectively.

There were no accounts payable as of December 31, 2025 and 2024.

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network credentialing, patient authorizations, and medical management (care management, quality management and utilization management).

Anderson Family LLC

The Company has a master services agreement in place with Anderson whereby Anderson provides end-of-life care data analysis and related services for the Company.

The Company recorded service expenses of $ 0.3 million for the year ended December 31, 2025, which are included in corporate, general and administrative expenses in the consolidated statements of operations.

There were no service expenses for the same period in 2024.

The Company recorded accounts payable of $ 0.2 million as of December 31, 2025.

There were no accounts payable as of December 31, 2024.

Atrio Health Plans

The Company has a full-risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company.

These delegated services include but are not limited to provider network credentialing, patient authorizations, and medical management (care management, quality management and utilization management).

The following tables summarize the Company’s transactions with Atrio:

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Capitated revenue $ 223,357 $ 303,606

Other patient service revenue $ 4,340 $ 2,737

Other revenue $ 3,904 $ 4,340

Medical expense $ 281,648 $ 345,566

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(1) Amount is included within accrued expenses and other current liabilities on the Company’s consolidated balance sheet.

VGS Promissory Notes

VGS Promissory Notes and Warrants

As described in Note 11, in December 2023, the Company issued an unsecured promissory note to VGS, an entity managed by CPF and whose equity holders consist of three members of the Company’s Board of Directors and the Company’s Chief Medical Officer, among others.

In March 2024 and December 2024, the Company issued unsecured promissory notes to VGS 2 and VGS 3, respectively, both of which are also managed by CPF.

The following tables summarize the Company’s transactions with VGS, VGS 2, and VGS 3:

The Company issued unsecured promissory notes to VGS 2 and VGS 3 in March and December 2024, respectively, and to VGS 4 and VGS 5 in February and May 2025, respectively.

Each of these entities is managed by CPF.

The following tables summarize the Company’s transactions with VGS, VGS 2, VGS 3, VGS 4 and VGS 5:

Year Ended December 31,

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Long-term debt, net $ 156,722 $ 78,816

Accrued interest $ 3,992 $ 4,010

Accrued expenses $ 437 $ 331

In connection with the issuances of promissory notes to VGS, VGS 3, VGS 4, and VGS 5, the Company issued equity-classified warrants to purchase a total of 4.9 million shares of Class A common stock, as adjusted for the reverse

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The warrants are described further in Note 13.

The Company issued warrants to purchase a total of 3.5 million and 1.4 million shares of Class A common stock during the years ended December 31, 2025 and 2024, respectively.

Florida Asset Sale

As described in Note 6, on November 30, 2024, the Company sold its Florida Assets to Buyers which are affiliated with the Company’s principal stockholder.

On November 30, 2024, the Company sold its Florida Assets to Buyers which are affiliated with the Company’s principal stockholder.

Variable Interest Entities

P3 LLC has Management Services Agreements (“MSAs”) and deficit funding agreements with the Network VIEs.

The MSAs provide that the P3 LLC will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation, and billing and collection services to the Network VIEs.

The MSAs provide that P3 LLC will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation, and billing and collection services to the Network VIEs.

Fees for these services are the excess of the Network VIEs’ revenue over expenses.

Per the deficit funding agreements, P3 LLC is obligated to advance funds, as needed, to support the Network VIE’s working capital needs to the extent operating expenses exceed gross revenue.

Per the deficit funding agreements, P3 LLC is obligated to advance funds, as needed, to support the Network VIEs’ working capital needs to the extent operating expenses exceed gross revenue.

These advances accrue interest at a rate of prime plus 2 %.

Net advances made to the Network VIEs and accrued

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interest on those advances are presented within due to consolidated entities of P3 in the table below.

Net advances made to the Network VIEs and accrued interest on those advances are presented within due to consolidated entities of P3 in the table below.

Additionally, P3 LLC entered into stock transfer restriction agreements with the practice shareholders of the Network VIEs, which, by way of a call option, unequivocally permit P3 LLC to appoint successor physicians if a practice shareholder vacates their ownership position.

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Additionally, the creditors of the Network VIEs do not have recourse to the net assets of P3 LLC.

Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only VIEs held at the P3 LLC level.

(in thousands)

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Clinic fees, insurance and other receivable 785 2,440

Health plan receivable — 571

Prepaid expenses and other current assets 487 447

Property and equipment, net 32 37

Intangible assets, net 660 —

Other long-term assets 1,433 1,116

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TOTAL LIABILITIES AND MEMBERS’ DEFICIT $ 8,173 $ 9,256

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Year Ended December 31,

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Expense 27,465 39,520

Net loss $ ( 3,333 ) $ ( 6,448 )

Net income (loss) $ 179 $ ( 3,333 )

In November 2025, the Company, through its subsidiary P3 Health Partners REACH ACO, LLC (“P3 ACO”), entered into an agreement with Commonwealth Primary Care ACO, LLC (“CPC ACO”), which resulted in the formation of P3 Commonwealth Innovation MSO, LLC (the “MSO”).

The MSO was created to engage in the management, administration, and coordination of activities on behalf of accountable care organizations intended to improve the performance and quality of the parties’ respective ACO programs.

To this end, the MSO entered into an MSA with the ACOs that will govern the MSO’s oversight of clinical integration, provider management, data analytics, financial management, strategic planning, shared services, compliance operations, and related administrative and operational support for the benefit of the ACOs.

The management fee to be paid by each ACO to the MSO for its services under the MSA is equal to the amount of liabilities incurred by such ACO in connection with its participation in any accountable care organization governmental program assumed and satisfied by the MSO during the term of the MSA plus a margin on such assumed liabilities.

Beginning in 2026 and for each year thereafter, the MSO will also be entitled to receive from each ACO a portion of each ACO’s net shared savings as determined under the MSA.

P3 LLC is obligated to fund any working capital needs to the extent operating expenses exceed gross revenue and to assume any obligations related to CPC ACO’s contracts with CMS and CMMI.

The MSA may be terminated after three years without cause.

Distributions from the MSO of available net cash flow and upon liquidation will be in accordance with the members’ respective percentage interests, with P3 ACO holding an 80% membership interest and CPC ACO holding a 20% membership interest.

P3 also controls the board of the MSO.

The Company determined that the MSO is a VIE.

The Company has the right to direct the most significant activities of the MSO through its control of the MSO Board;

accordingly, P3 LLC identifies itself as the primary beneficiary of the MSO.

CPC ACO’s ownership interest in the MSO represents a redeemable non-controlling interest which participates only in the profit of the MSO and distributions of any net assets upon liquidation, because of the Company’s obligation to fund losses and assume specific obligations.

The non-controlling interest was measured at its fair value upon the formation date.

Following the three-year anniversary of the MSO’s formation, or upon termination of the MSA for cause, P3 ACO has the right to cause the MSO to redeem CPC ACO’s membership interests in the MSO.

If P3 ACO does not exercise its redemption right within 90 days following the date such right is exercisable, CPC ACO has the right to cause the MSO to redeem its membership interests in the MSO.

As of December 31, 2025, the carrying value of variable interest assets and liabilities of the MSO were $ 6.1 million and $ 5.1 million, respectively.

The Company also determined that upon the effective date of the MSA on January 1, 2026, the Company will become the primary beneficiary of and control CPC ACO pursuant to the MSA contract.

The Company is still obtaining the information required to determine the fair values of the assets, liabilities, and non-controlling interests of CPC ACO.

Subsequent Events

VGS 4 Promissory Note

On February 13, 2025, P3 LLC entered into a related party financing transaction with VBC Growth SPV 4, LLC (“VGS 4”), consisting of the issuance by P3 LLC of (i) an unsecured promissory note (the “VGS 4 Promissory Note”) to VGS 4 and (ii) a warrant to purchase 71.4 million shares of the Company’s Class A stock at an exercise price of $ 0.21 per share to VGS 4.

The VGS 4 Promissory Note provides for funding of up to $ 30.0 million, available for draw by P3 LLC in two tranches, as follows:

(i) a first tranche of $ 15.0 million which was drawn on February 18, 2025, and (ii) a second

On December 31, 2025, the Company delivered a request to VGS 5 for $ 8.0 million in funding related to the third tranche, which was funded on January 9, 2026.

On February 11, 2026, the Company entered into an Amendment to VGS 5 Promissory Note with VGS 5, which extended the availability period for the third tranche of funding through June 30, 2026.

On February 11, 2026, the Company delivered a request to VGS 5 for $ 10.0 million in funding related to the third tranche, which was funded on February 12, 2026.

On March 19, 2026, the Company entered into a Statement of Work (the “SOW”) with a large nonprofit health insurance provider in the state of Nebraska (the “Client”), which incorporates the terms of a Master Services Agreement between the parties (the (the “MSA,” and together with the SOW, the “Agreements”).

Pursuant to the Agreements, the Company will provide clinical, operational and data-driven support under its Care Enablement Model to primary care

P3 Health Partners Inc.

| 2025 Form 10-K | 126

tranche of $ 15.0 million which was drawn on March 14, 2025.

The VGS 4 Promissory Note matures on August 13, 2028.

Interest is payable at 19.5 % per annum on a quarterly cycle (in arrears) beginning March 31, 2025.

P3 LLC may elect to pay either (1) 8.0 % cash interest and 11.5 % PIK interest, or (2) 19.5 % PIK interest, provided that payment of cash interest will be permitted only to the extent permitted by the Term Loan Agreement and the VGS 4 Subordination Agreement (defined below), and if not so permitted, such interest shall accrue as PIK interest.

The VGS 4 Promissory Note restricts P3 LLC’s ability and the ability of its subsidiaries to, among other things, incur indebtedness and liens, and make investments and restricted payments.

The maturity date may be accelerated as a remedy under the certain default provisions in the agreement, or in the event a mandatory prepayment event occurs.

P3 LLC paid VGS 4 an up-front fee of 1.5 % of the aggregate principal amount of the loan in-kind.

In addition, P3 LLC will pay VGS 4 a back-end fee at the time the VGS 4 Promissory Note is redeemed as follows:

(i) if paid prior to March 31, 2025, 2.25 %;

(ii) if paid after March 31, 2025 and on or before June 30, 2025, 4.50 %;

(iii) if paid after June 30, 2025 and on or before September 30, 2025, 6.75 % and (iv) if paid after December 31, 2025, 9.00 %.

VGS 4 Subordination Agreement

In connection with the transactions described above, P3 LLC entered into a subordination agreement, dated as of February 13, 2025 (the “VGS 4 Subordination Agreement”), by and among the Company, CRG Servicing LLC (“CRG”), as administrative agent under the Term Loan Facility and VGS 4.

The terms of the VGS 4 Subordination Agreement will effectively require P3 LLC to pay all interest under the VGS 4 Promissory Note in-kind.

Amendment to Term Loan Agreement and Consent

In connection with the transactions described above, P3 LLC entered into that certain (1) Seventh Amendment to Term Loan Agreement (the “Term Loan Amendment”), dated as of the February 13, 2025, by and among P3 LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG, as administrative agent and collateral agent and (2) Consent (the “Consent”), dated as of the February 13, 2025, by and between P3 LLC, as borrower, and VGS, as holder.

The Term Loan Amendment and Consent collectively permit the issuance of the VGS 4 Promissory Note and the entry into the VGS 4 Subordination Agreement.

providers participating in the Client’s Medicare Advantage network in Nebraska.

The Client will pay management services fees to the Company for performance years 2026 and 2027.

For performance year 2028 and after, the parties’ financial arrangement will be governed by a global risk agreement.

The MSA has an initial term through December 31, 2030, and thereafter automatically renews for successive one-year terms unless terminated by either party by giving the other party written notice of termination at least 180 days prior to the expiration of the initial term or any renewal term.

P3 Health Partners Inc.

2 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data