P3 Health Partners Inc

DEF 14A 1 ny20040751x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (check all boxes that apply):

2370 Corporate Circle, Suite 300

Henderson, Nevada 89074

Notice of Special Meeting of Stockholders to

be Held on Monday, March 31, 2025

Dear P3 Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of P3 Health Partners Inc. (the “Company,” “us,” “we” and “our”) on Monday, March 31, 2025, at 9:00 a.m., Pacific time. The Special Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions during the Special Meeting by visitingwww.virtualshareholdermeeting.com/PIII2025SM. Be sure to have your 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Special Meeting.

At the Special Meeting, stockholders will be asked to consider and act upon the following matters:

To approve amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class A common stock, $0.0001 par value per share, and Class V common stock, $0.0001 par value per share, at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments.

To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1.

Holders of record of our Class A common stock, $0.0001 par value per share, and Class V common stock, $0.0001 par value per share, as of the close of business on February 24, 2025 are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement or adjournment thereof. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Special Meeting for a purpose germane to the meeting during ordinary business hours at the Company’s principal place of business, located at 2370 Corporate Circle, Suite 300, Henderson, Nevada 89074. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you expect to attend the Special Meeting, we urge you to vote. You may submit your proxy by telephone or online, or by completing, signing, dating and returning the enclosed proxy card or voting instruction form. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

By Order of the Board of Directors,

/s/ Todd Smith

Todd Smith

Chief Legal Officer, Chief Compliance Officer & Corporate Secretary

March 3, 2025

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