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P3 Health Partners Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

PIII$4.00+4.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-40033

P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)

Delaware85-2992794
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2370 Corporate Circle Suite 300 Henderson, Nevada89074
(Address of principal executive offices)(Zip Code)

(702)910-3950

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per sharePIIIThe Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stockPIIIWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyxEmerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

As of August 3, 2026, the registrant had 3,911,962 shares of Class A common stock, par value $0.0001 and 3,349,020 shares of Class V common stock, par value $0.0001 outstanding.

TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements1
PART I—FINANCIAL INFORMATION
Item 1.Financial Statements4
Condensed Consolidated Balance Sheets (Unaudited)5
Condensed Consolidated Statements of Operations (Unaudited)6
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Mezzanine Equity (Unaudited)7
Condensed Consolidated Statements of Cash Flows (Unaudited)9
Notes to Condensed Consolidated Financial Statements (Unaudited)10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3.Quantitative and Qualitative Disclosures About Market Risk43
Item 4.Controls and Procedures43
PART II—OTHER INFORMATION
Item 1.Legal Proceedings44
Item 1A.Risk Factors44
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45
Item 3.Defaults Upon Senior Securities46
Item 4.Mine Safety Disclosures46
Item 5.Other Information46
Item 6.Exhibits47
SIGNATURES
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.