P3 Health Partners Inc.

Previous wording

Also, on April 27, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of CPF, pursuant to which we agreed to issue up to $70.0 million of units (the “Units”) in multiple tranches. The Units consist of shares of our Series D 19.5% Cumulative Preferred Stock, and warrants to purchase Class A common stock. We sold $10.0 million of Units in the initial closing of the Purchase Agreement, $20.0 million of Units on April 30, 2026, $21.3 million of Units on May 28, 2026 and $16 million of Units on July 1, 2026. The Series D Preferred Stock has terms that are identical to the other series of preferred stock, other than the dividend rate.

Current wording

On April 27, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of CPF, pursuant to which we agreed to issue up to $70.0 million of Series D Units (the “Units”) in multiple tranches. The Series D Units consist of shares of our Series D 19.5% Cumulative Preferred Stock, and warrants to purchase Class A common stock. We sold $10.0 million of Series D Units in the initial closing of the Purchase Agreement, $20.0 million of Units on April 30, 2026, $21.3 million of Units on May 28, 2026 and $18.7 million of Units during the three months ended September 30, 2026. On September 8, 2026, we entered into a Securities Purchase Agreement with affiliates of CPF, pursuant to which we agreed to issue, in multiple tranches, up to $70.0 million of Series D-1 Units, with each Series D-1 Unit consisting of shares of Series D-1 19.5% Cumulative Preferred Stock and warrants to purchase shares of Class A common stock. We sold $14.0 million of Series D-1 Units during the quarter ended September 30, 2026. The Series D Preferred Stock and Series D-1 Preferred Stock have terms that are identical to the other series of preferred stock, other than the dividend rate. Refer to Note 12 “Preferred Stock and Stockholders' Equity” for further disclosure.

Previous wording

•Compounding senior obligation. Cumulative dividends accrue at rates of 13.5% to 19.5% per annum on an aggregate stated value of approximately $308.4 million of preferred stock. If we elect to pay dividends in-kind rather than in cash, the outstanding preferred stock balance will increase over time, generating additional cumulative dividend obligations at the applicable rate. This compounding effect will cause the aggregate senior claim on our assets and earnings to grow, whether or not we are profitable.

Current wording

•Compounding senior obligation. Cumulative dividends accrue at rates of 13.5% to 19.5% per annum on an aggregate stated value of approximately $342.6 million of preferred stock. If we elect to pay dividends in-kind rather than in cash, the outstanding preferred stock balance will increase over time, generating additional cumulative dividend obligations at the applicable rate. This compounding effect will cause the aggregate senior claim on our assets and earnings to grow, whether or not we are profitable.

Previous wording

•Reduction of earnings available to common stockholders. Cumulative preferred stock dividends are deducted from net income in calculating net income (loss) attributable to our Class A common stockholders and earnings per share. For the three months ended June 30, 2026, we deducted $9.6 million in cumulative preferred stock dividends, converting net income of $7.4 million attributable to our controlling interest into a net loss of $2.1 million attributable to Class A common stockholders. As cumulative dividends continue to accrue, this dilutive effect on earnings available to common stockholders will intensify, which could negatively affect the trading price of our Class A common stock.

Current wording

•Reduction of earnings available to common stockholders. Cumulative preferred stock dividends are deducted from net income in calculating net income (loss) attributable to our Class A common stockholders and earnings per share. For the three months ended September 30, 2026, we deducted $15.2 million in cumulative preferred stock dividends, reducing net income of $15.6 million attributable to our controlling interest to $0.5 million attributable to Class A common stockholders. As cumulative dividends continue to accrue, this dilutive effect on earnings available to common stockholders will intensify, which could negatively affect the trading price of our Class A common stock.

Previous wording

•Concentration of preferred stock ownership. All outstanding shares of preferred stock are held by affiliates of CPF, which also holds approximately 40% of our outstanding common stock and has rights under a letter agreement to designate an additional independent member of our board of directors, certain information rights, and certain protective provisions. While the preferred stock does not carry voting rights, CPF’s combined economic position across our preferred stock, common stock, and warrants may give CPF interests that diverge from those of our other common stockholders, particularly with respect to decisions involving the declaration of preferred dividends, the redemption of preferred stock, or the pursuit of strategic alternatives.

Current wording

•Concentration of preferred stock ownership. All outstanding shares of preferred stock are held by affiliates of CPF, which is the beneficial owner of approximately 49.99% of our outstanding common stock and has rights under a letter agreement to designate an additional independent member of our board of directors, certain information rights, and certain protective provisions. While the preferred stock does not carry voting rights, CPF’s combined economic position across our preferred stock, common stock, and warrants may give CPF interests that diverge from those of our other common stockholders, particularly with respect to decisions involving the declaration of preferred dividends, the redemption of preferred stock, or the pursuit of strategic alternatives.

Previous wording

•Warrant dilution. In connection with the Series D Preferred Stock issuances, we issued warrants to purchase shares of Class A common stock and entered into a registration rights agreement facilitating the resale of the underlying shares. Exercise of these warrants would dilute existing Class A common stockholders, and the registration of the underlying shares for resale could create additional selling pressure on our stock price.

Current wording

•Warrant dilution. In connection with the Series D and Series D-1 Preferred Stock issuances, we issued warrants to purchase shares of Class A common stock and entered into a registration rights agreement facilitating the resale of the underlying shares. Exercise of these warrants would dilute existing Class A common stockholders, and the registration of the underlying shares for resale could create additional selling pressure on our stock price.