Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure control and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management’s report was not subject to attestation by our independent registered public accounting firm pursuant to applicable SEC rules.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
(a) None.
(b) Insider Trading Arrangements and Policies.
During the quarter ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
P3 Health Partners Inc. | 2025 Form 10-K | 128
Table of Contents
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
P3 Health Partners Inc. | 2025 Form 10-K | 129
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table provides information regarding our executive officers and members of our board of directors (ages as of the date of this Form 10-K):
Name Age Position at P3
Principal Employment
Executive Officers
Aric Coffman, M.D.
53 Chief Executive Officer and President
Same
Amir Bacchus, M.D. 62 Chief Medical Officer, Director and Co-Founder Same
Leif Pedersen
50 Chief Financial Officer Same
Non-Employee Directors
Mark Thierer 66 Chairman of the Board Managing Partner of AssetBlue Investment Group, an investment firm
Greg Wasson 67 Director Co-President and Founder of Wasson Enterprise, a family-based investment office
Lawrence B. Leisure 75 Director Co-Founder and a Managing Partner of Chicago Pacific Founders, a private equity fund focused on healthcare services, technology and healthcare real estate
Mary Tolan 65 Director Co-Founder and a Managing Partner of Chicago Pacific Founders, a private equity fund focused on healthcare services, technology and healthcare real estate
Greg Kazarian 63 Director Operating Partner of Chicago Pacific Founders, a private equity fund focused on healthcare services, technology and healthcare real estate
Thomas E. Price, M.D. 71 Director Director of: Triumph Orthopedics, LLC; HealthWiseFirst, LLC; Association Health Plans of America, LLC; Transformation Care Network; Botanicals Sciences, LLC; and Capital Ministries (non-profit)
Jeffrey G. Park 54 Director President of Waltz Health, a digital health company
The remaining information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.
P3 Health Partners Inc. | 2025 Form 10-K | 130
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans (as of December 31, 2025)
Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (3)
Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) (4)
Equity compensation plans approved by security holders (1)
200,964 $ 94.50 119,691
Equity compensation plans not approved by security holders (2)
242,000 $ 36.50 —
Total
442,964 119,691
_____________________________________________
(1) Consists of the 2021 Plan.
(2) Consists of the P3 Health Partners Inc. 2024 Employment Inducement Incentive Award Plan (the “2024 Plan”).
(3) The weighted average exercise price does not include restricted stock units granted under each of the 2021 Plan and the 2024 Plan.
(4) The number of shares of common stock reserved for issuance under the 2021 Plan will increase on the first day of each calendar year from January 1, 2022 and ending on and including January 1, 2031, by a number equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares (as defined in the 2021 Plan) as is determined by the board of directors.
2024 Plan
On May 7, 2024, the Board of Directors adopted the 2024 Plan, effective on its adoption date. Pursuant to applicable stock exchange rules, stockholder approval of the 2024 Plan is not required as a condition of the effectiveness of the 2024 Plan. A description of the principal features of the 2024 Plan is set forth below.
Eligibility and Administration
Only certain prospective employees of the Company and its affiliates are eligible to participate in the 2024 Plan. The 2024 Plan is administered by our Compensation and Nominating Committee. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2024 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2024 Plan, including any vesting and vesting acceleration conditions. Awards must be approved by the Compensation and Nominating Committee or a majority of our independent directors and the authority to grant awards under the 2024 Plan may not be delegated.
Limitation on Awards and Shares Available
The maximum number of shares of Class A common stock authorized for issuance under the 2024 Plan is 0.3 million shares (the “2024 Plan Share Limit”).
If an award under the 2024 Plan expires, lapses, or is terminated, exchanged for or settled for cash, surrendered, repurchased, canceled without having been fully exercised/settled or forfeited, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2024 Plan. Further, shares delivered to us to satisfy the applicable exercise or purchase price of an award under the 2024 Plan and/or to satisfy any applicable tax withholding obligations (including shares retained by us from the award under the 2024 Plan being exercised or purchased, and/or creating the tax obligation) will become or again be available for award grants under the 2024 Plan. The payment of dividend equivalents in cash in conjunction with any awards under the 2024 Plan will not reduce the shares available for grant under the 2024 Plan. However, the following shares may not be used again for grant under the 2024 Plan: (i) shares subject to stock appreciation rights, or SARs, that are not issued in connection with the stock settlement of the SAR on exercise, and (ii) shares purchased on the open market with the cash proceeds from the exercise of options.
P3 Health Partners Inc. | 2025 Form 10-K | 131
Table of Contents
Awards
The 2024 Plan provides for the grant of non-qualified stock options, restricted stock, dividend equivalents, RSUs, performance shares, other incentive awards, SARs, and cash awards. Certain awards under the 2024 Plan may provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2024 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our Class A common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.
• Stock Options and SARs . Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date. The term of a stock option or SAR may not be longer than 10 years .
• Restricted Stock . Restricted stock is an award of nontransferable shares of our Class A common stock that are subject to certain vesting conditions and other restrictions. Dividends with respect to restricted stock will only be paid to the extent that the vesting conditions of the underlying award are satisfied.
• RSUs . RSUs are contractual promises to deliver shares of our Class A common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our Class A common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2024 Plan.
• Other Stock or Cash Based Awards . Other stock or cash based awards are awards of cash, fully vested shares of our Class A common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Class A common stock. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.
• Dividend Equivalents . Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents will only be paid to the extent that the vesting conditions of the underlying award are satisfied.
Performance Awards
Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (1) net earnings (either before or after one or more of the following: (a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense); (2) gross or net sales or revenue; (3) net income (either before or after taxes); (4) adjusted net income; (5) operating earnings or profit; (6) cash flow (including, but not limited to, operating cash flow, and free cash flow); (7) return on assets; (8) return on capital; (9) return on stockholders’ equity; (10) total stockholder return; (11) return on sales; (12) gross or net profit or operating margin; (13) costs; (14) funds from operations; (15) expenses; (16) working capital; (17) earnings per share; (18) adjusted earnings per share; (19) price per share of Class A common stock; (20) regulatory achievements or compliance; (21)
P3 Health Partners Inc. | 2025 Form 10-K | 132
Table of Contents
implementation or completion of critical projects; (22) market share; (23) economic value; (24) debt levels or reduction; (25) sales-related goals; (26) comparisons with other stock market indices; (27) operating efficiency; (28) employee satisfaction; (29) financing and other capital raising transactions; (30) recruiting and maintaining personnel; and (31) year-end cash, any of which may be measured either in absolute terms for us or any operating unit of our Company or as compared to any incremental increase or decrease or as compared to results of a peer group, or to market performance indicators or indices.
No Repricing
The 2024 Plan prohibits the repricing or other exchange of underwater stock options and stock appreciation rights for new awards or cash without prior stockholder approval.
Certain Transactions
The plan administrator has broad discretion to take action under the 2024 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Class A common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2024 Plan and outstanding awards. In the event of a “change in control” (as defined in the 2024 Plan), to the extent that the surviving entity declines to continue, convert, assume, or replace outstanding awards, then all awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.
Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments
The plan administrator may modify award terms, establish subplans, and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our Company (including the Company’s Policy for the Recovery of Erroneously Awarded Compensation). With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2024 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price, and purchase price obligations arising in connection with awards under the 2024 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our Class A common stock that meet specified conditions, a “market sell order,” or such other consideration as it deems suitable.
Stockholder Approval; Plan Amendment and Termination
Pursuant to applicable stock exchange rules, stockholder approval of the 2024 Plan was not required as a condition of the effectiveness of the 2024 Plan. The plan administrator may amend or terminate the 2024 Plan at any time.
The remaining information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and such information is incorporated herein by reference.
P3 Health Partners Inc. | 2025 Form 10-K | 133
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements.
Page
Consolidated Balance Sheets
80
Consolidated Statements of Operations
81
Consolidated Statements of Stockholders’ (Deficit) Equity and Mezzanine Equity
82
Consolidated Statements of Cash Flows
83
Notes to Consolidated Financial Statements
85
(a)(2) Financial Statement Schedules.
Financial statement schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Form 10-K.
Exhibit
Number Description
Incorporated by Reference
Form File No. Exhibit Filing Date
2.1 Agreement and Plan of Merger, dated as of May 25, 2021, by and between Foresight Acquisition Corp., P3 Health Group Holdings, LLC and FAC Merger Sub LLC.
8-K 001-40033 2.1 6/1/2021
2.2 Transaction and Combination Agreement, dated as of May 25, 2021, by and among Foresight Acquisition Corp., the Merger Corps, the Blockers, Splitter and the Blocker Sellers.
8-K 001-40033 2.2 6/1/2021
2.3 First Amendment to Merger Agreement, dated as of November 21, 2021, by and among Foresight Acquisition Corp., FAC Merger Sub LLC and P3 Health Group Holdings, LLC.
8-K 001-40033 2.1 11/22/2021
2.4 Second Amendment, dated as of December 3, 2021, to the Agreement and Plan of Merger, dated as of May 25, 2021, by and among Foresight Acquisition Corp., FAC Merger Sub LLC and P3 Health Group Holdings, LLC.
8-K 001-40033 2.4 12/9/2021
2.5 The First Amendment to the Transaction and Combination Agreement between Foresight Acquisition Corp., the Merger Corps, the Blockers, Splitter and the Blocker Sellers.
8-K 001-40033 2.5 12/9/2021
3.1 Amended and Restated Certificate of Incorporation of the Company.
8-K 001-40033 3.1 12/9/2021
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company.
8-K 001-40033 3.1 4/17/2025
3.3 Amended and Restated Bylaws of the Company.
8-K 001-40033 3.1 3/12/2024
4.1 Form of Common Stock Certificate of the Company.
S-1 333-251978 4.2 1/19/2021
4.2 Warrant Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company.
8-K 001-40033 4.1 2/16/2021
4.3 Form of Warrant Certificate of the Company.
8-K 001-40033 4.1 2/16/2021
P3 Health Partners Inc. | 2025 Form 10-K | 134
Table of Contents
Exhibit
Number Description
Incorporated by Reference
Exhibit
Number Description
Form File No. Exhibit Filing Date
4.4 Description of Registered Securities.
10-K 001-40033 4.4 10/21/2022
4.5 Warrant Agreement, dated December 13, 2022, by and between P3 Health Partners LLC and VBC Growth SPV LLC.
8-K 001-40033 10.2 2/13/2022
4.6 Form of Common Stock Purchase Warrant, dated April 6, 2023.
8-K 001-40033 4.1 4/7/2023
4.7 Form of Pre-Funded Common Stock Purchase Warrant, dated April 6, 2023.
8-K 001-40033 4.2 4/7/2023
4.8 Form of Common Stock Purchase Warrant, dated May 24, 2024.
8-K 001-40033 4.1 5/24/2024
4.9 Form of Pre-Funded Common Stock Purchase Warrant, dated May 24, 2024.
8-K 001-40033 4.2 5/24/2024
4.10 Warrant Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, P3 Health Partners Inc. and VBC Growth SPV 3, LLC.
8-K
001-40033 10.2 12/17/2024
4.11 Warrant Agreement, dated February 13, 2025, by and among P3 Health Group, LLC, P3 Health Partners Inc. and VBC Growth SPV 4, LLC.
8-K
001-40033 4.12 2/18/2025
4.12 Warrant Agreement, dated May 29, 2025, by and among P3 Health Group, LLC, P3 Health Partners Inc. and VBC Growth SPV 5, LLC.
8-K 001-40033 4.16 6/3/2025
10.1 First Amendment to Term Loan Agreement, Termination of Management Rights Letter and Consent, dated as of December 3, 2021, by among P3 Health Group Holdings, LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
8-K 001-40033 10.1 12/9/2021
10.2 Form of Subscription Agreement.
8-K 001-40033 10.2 6/1/2021
10.3 Form of Consent and Amendment to Subscription Agreement.
8-K 001-40033 10.1 11/22/2021
10.4 Registration Rights and Lock-up Agreement, dated December 3, 2021, by and among the registrant, Foresight Sponsor Group, LLC, FA Co-Investment LLC and the P3 Sellers party thereto.
8-K 001-40033 10.4 12/9/2021
10.5 P3 Health Group, LLC Amended and Restated Limited Liability Agreement, dated as of December 3, 2021, by and among P3 Health Group, LLC, the registrant and each of the other members party thereto.
8-K 001-40033 10.5 12/9/2021
10.6 Tax Receivable Agreement, dated as of December 3, 2021, by and among P3 Health Group, LLC and the members of P3 Health Group, LLC from time to time party thereto.
8-K 001-40033 10.6 12/9/2021
10.7† Form of Indemnification Agreement for directors and executive officers.
8-K 001-40033 10.7 12/9/2021
10.8† Form of Indemnification Agreement for sponsor affiliated directors.
8-K 001-40033 10.8 12/9/2021
10.9† Letter Agreement, dated November 27, 2022, by and between P3 Health Partners Inc. and Atul Kavthekar.
8-K 001-40033 10.2 12/1/2022
10.10† P3 Health Partners Inc. 2021 Incentive Award Plan.
8-K 001-40033 10.1 12/9/2021
10.11† First Amendment to the P3 Health Partners Inc. 2021 Incentive Award Plan.
10-K 001-40033 10.1 10/21/2022
P3 Health Partners Inc. | 2025 Form 10-K | 135
Table of Contents
Exhibit
Number Description
Incorporated by Reference
Exhibit
Number Description
Form File No. Exhibit Filing Date
10.12† Form of Restricted Stock Unit Award Agreement under the P3 Health Partners Inc. 2021 Incentive Award Plan.
8-K 001-40033 10.1 12/9/2021
10.13† Form of Stock Option Award Agreement under the P3 Health Partners Inc. 2021 Incentive Award Plan.
8-K 001-40033 10.1 12/9/2021
10.14 Form of Joinder and Waiver Agreement.
8-K 001-40033 10.2 12/9/2021
10.15 Escrow Agreement, dated as of December 3, 2021, by and among the Company, P3 Health Group Holdings, LLC, P3 Health Group, LLC, Hudson Vegas Investment SPV, LLC, Mary Tolan and Sherif Abdou, as unitholder representatives and PNC Bank, N.A.
8-K 001-40033 10.2 12/9/2021
10.16 Repurchase Promissory Note between P3 Health Group Holdings, LLC and IHC Health Services, Inc., dated June 28, 2019.
10-K 001-40033 10.2 10/21/2022
10.17 First Amendment to Repurchase Promissory Note between P3 Health Group Holdings, LLC and IHC Health Services, Inc., dated November 19, 2020.
10-K 001-40033 10.2 10/21/2022
10.18 Second Amendment to Term Loan Agreement and First Amendment to Security Agreement, dated as of December 21, 2021, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
10-K 001-40033 10.2 10/21/2022
10.19†
Employment Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr. Amir Bacchus.
8-K 001-40033 10.2 5/18/2022
10.20†
Transaction Bonus Agreement, by and among P3 Health Partners Inc., P3 Health Group Management, LLC and Dr. Amir Bacchus.
8-K 001-40033 10.4 5/18/2022
10.21†
Non-Employee Director Compensation Program.
10-K 001-40033 10.3 10/21/2022
10.22 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV, LLC.
8-K
001-40033 10.5 12/17/2024
10.23 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV, LLC.
8-K
001-40033 10.6 12/17/2024
10.24 Third Amendment to Term Loan Agreement, dated as of December 13, 2022, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
8-K 001-40033 10.4 12/13/2022
10.25 Securities Purchase Agreement, dated March 30, 2023, by and among P3 Health Partners Inc. and the Purchasers named therein.
8-K 001-40033 10.1 4/7/2023
10.26 Registration Rights Agreement, dated April 6, 2023, by and among P3 Health Partners Inc. and the Purchasers named therein.
8-K 001-40033 10.2 4/7/2023
10.27 Amendment No. 1 to Registration Rights Agreement and Waiver, dated November 8, 2023, by and among P3 Health Partners Inc. and certain stockholders party thereto.
10-K
001-40033 10.3 3/28/2024
10.28 Letter Agreement, dated April 6, 2023, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P. and Chicago Pacific Founders GP III, L.P.
8-K 001-40033 10.3 4/7/2023
P3 Health Partners Inc. | 2025 Form 10-K | 136
Table of Contents
Exhibit
Number Description
Incorporated by Reference
Exhibit
Number Description
Form File No. Exhibit Filing Date
10.29†
Transaction Bonus Restricted Stock Unit Agreement by and between Amir Bacchus, M.D. and P3 Health Partners Inc., dated August 4, 2023.
10-Q 001-40033 10.2 11/8/2023
10.30 Unsecured Promissory Note, dated March 22, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.
8-K 001-40033 10.1 3/28/2024
10.31 First Amendment to Unsecured Promissory Note, dated November 30, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC.
10-K 001-400333 10.3 3/28/2025
10.32 Subordination Agreement, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 2, LLC.
8-K 001-40033 10.2 3/28/2024
10.33 Fourth Amendment to Term Loan Agreement, by and among P3 Health Group, LLC, the subsidiary guarantors party thereto, the lenders party thereto and CRG Servicing LLC.
8-K 001-40033 10.3 3/28/2024
10.34 Consent, by and between P3 Health Group, LLC and VBC Growth SPV LLC.
8-K 001-40033 10.4 3/28/2024
10.35†
Executive Employment Agreement, dated as of May 8, 2024, by and between P3 Health Partners Inc., P3 Health Group Management, LLC and Aric Coffman, M.D.
8-K
001-40033 10.1 5/9/2024
10.36†
P3 Health Partners Inc. 2024 Employment Inducement Incentive Award Plan.
8-K
001-40033 10.2 5/9/2024
10.37†
2024 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Agreement.
S-8
333-279254
99.2 5/9/2024
10.38†
2024 Employment Inducement Incentive Award Plan Form of Option Agreement.
S-8
333-279254
99.3 5/9/2024
10.39†
Stock Option Agreement under the 2024 Employment Inducement Incentive Award Plan, by and between P3 Health Partners Inc. and Aric Coffman, M.D.
8-K
001-40033 10.3 5/9/2024
10.40†
Restricted Stock Unit Agreement under the 2024 Employment Inducement Incentive Award Plan, by and between P3 Health Partners Inc. and Aric Coffman, M.D.
8-K
001-40033 10.4 5/9/2024
10.41 Securities Purchase Agreement, dated May 22, 2024, by and among P3 Health Partners Inc. and the Purchasers named therein.
8-K 001-40033 10.1 5/24/2024
10.42 Registration Rights Agreement, dated May 24, 2024, by and among P3 Health Partners Inc. and the Purchasers named therein.
8-K 001-40033 10.2 5/24/2024
10.43 Amended and Restated Letter Agreement, dated May 24, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P. and Chicago Pacific Founders GP III, L.P.
8-K 001-40033 10.3 5/24/2024
10.44†
Offer Letter Agreement, dated as of July 23, 2024, by and between P3 Health Partners Inc. and Leif Pedersen.
10-Q
001-40033
10.1 11/12/2024
10.45†
Stock Option Agreement under the 2021 Incentive Award Plan, by and between P3 Health Partners Inc. and Leif Pedersen.
10-Q
001-40033
10.2 11/12/2024
10.46†
Restricted Stock Unit Agreement under the 2021 Incentive Award Plan, by and between P3 Health Partners Inc. and Leif Pedersen.
10-Q
001-40033
10.3 11/12/2024
P3 Health Partners Inc. | 2025 Form 10-K | 137
Table of Contents
Exhibit
Number Description
Incorporated by Reference
Exhibit
Number Description
Form File No. Exhibit Filing Date
10.47 Fifth Amendment to Term Loan Agreement, dated as of November 30, 2024, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
10-K 001-40033 10.51 3/28/2025
10.48 Second Amended and Restated Letter Agreement, dated December 12, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P. and Chicago Pacific Founders GP III, L.P.
8-K
001-40033 10.7 12/17/2024
10.49 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 3, LLC.
8-K
001-40033 10.1 12/17/2024
10.50 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 3, LLC.
8-K
001-40033 10.3 12/17/2024
10.51 Sixth Amendment to Term Loan Agreement, dated as of December 12, 2024, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
8-K
001-40033 10.4 12/17/2024
10.52 Unsecured Promissory Note, dated February 13, 2025, by and between P3 Health Group, LLC and VBC Growth SPV 4, LLC.
8-K
001-40033 10.1 2/18/2025
10.53 Subordination Agreement, dated February 13, 2025, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 4, LLC.
8-K
001-40033 10.3 2/18/2025
10.54 Seventh Amendment to Term Loan Agreement, dated as of February 13, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
8-K
001-40033 10.4 2/18/2025
10.55 *
Ei ghth Amendment to Term Loan Agreement, dated as of May 2 , 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
10.56 Unsecured Promissory Note, dated May 29, 2025, by and between P3 Health Group, LLC and VBC Growth SPV 5, LLC.
8-K 001-40033 4.15 6/3/2025
10.57 Subordination Agreement, dated May 29, 2025, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 5, LLC.
8-K 001-40033 10.30 6/3/2025
10.58 Ninth Amendment to Term Loan Agreement, dated as of May 29, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent.
8-K 001-40033 4.18 6/3/2025
10.59 Tenth Amendment to Term Loan Agreement, dated as of August 27, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and CRG Servicing LLC, as administrative agent and collateral agent.
8-K 001-40033 4.20 8/29/2025
P3 Health Partners Inc. | 2025 Form 10-K | 138
Table of Contents
Exhibit
Number Description
Incorporated by Reference
Exhibit
Number Description
Form File No. Exhibit Filing Date
10.60 *(1)
Limited Liability Company Agreement of P3 Commonwealth Innovation MSO, LLC, dated as of November 11, 2025, among P3 Health Partners Reach ACO, LLC, P3 Health Group, LLC and P3 Commonwealth Innovation MSO, LLC.
10.61 *(1)
Management Services Agreement, dated November 11, 2025, among Commonwealth Primary Care ACO, LLC, P3 Health Partners Reach ACO, LLC and P3 Commonwealth Innovation MSO, LLC.
10.62 Amendment to Unsecured Promissory Note, dated as of February 11, 2026, by and among P3 Health Group, LLC and VBC Growth SPV 5, LLC.
8-K 001-40033 10.1 2/17/2026
19 P3 Health Partners, Inc. Insider Trading Compliance Policy.
10-K 001-40033 19 3/28/2025
21.1 * List of Subsidiaries.
23.1 * Consent of Independent Registered Public Accounting Firm.
31.1 * Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 Policy for Recovery of Erroneously Awarded Compensation.
10-K
001-40033
97.1 3/28/2024
101.INS * Inline XBRL Instance Document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Document
104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________
*
Filed herewith
**
Furnished herewith
†
Indicates management contract or compensatory plan
(1)
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
P3 Health Partners Inc. | 2025 Form 10-K | 139
Table of Contents
Item 16. Form 10-K Summary.
None.
P3 Health Partners Inc. | 2025 Form 10-K | 140
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
P3 Health Partners Inc.
By: /s/ Leif Pedersen
Name: Leif Pedersen
Date: March 26, 2026
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Aric Coffman, M.D.
Chief Executive Officer
March 26, 2026
Aric Coffman, M.D.
(Principal Executive Officer)
/s/ Leif Pedersen
Chief Financial Officer March 26, 2026
Leif Pedersen
(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark Thierer Chairman of the Board of Directors March 26, 2026
Mark Thierer
/s/ Amir S. Bacchus, M.D.
Chief Medical Officer and Director March 26, 2026
Amir S. Bacchus, M.D.
/s/ Gregory N. Kazarian Director March 26, 2026
Gregory N. Kazarian
/s/ Lawrence B. Leisure Director March 26, 2026
Lawrence B. Leisure
/s/ Jeffrey G. Park Director March 26, 2026
Jeffrey G. Park
/s/ Thomas E. Price, M.D.
Director March 26, 2026
Thomas E. Price, M.D.
/s/ Mary A. Tolan Director March 26, 2026
Mary A. Tolan
/s/ Greg Wasson Director March 26, 2026
Greg Wasson