Welcome to our dedicated page for P3 Health Partners SEC filings (Ticker: PIII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
P3 Health Partners Inc. filings document a public population health management company with Class A common stock and warrants referenced in Exchange Act reports. The company’s Forms 8-K report operating results, management services agreements under its Care Enablement Model, ACO management arrangements, amendments to unsecured promissory notes, and debt and preferred stock actions tied to capital structure and Nasdaq listing-compliance matters.
Proxy filings describe annual meeting procedures, stockholder voting mechanics and corporate governance matters. The filing record also covers material agreements involving subsidiaries, unregistered equity securities, charter and bylaw amendments, significant holder financing relationships, and disclosures connecting P3’s value-based care model to revenue, medical margin and operating performance.
Hudson Vegas Investment SPV, LLC, a 10% owner of P3 Health Partners Inc., redeemed 100,000 P3 LLC Units of P3 Health Group, LLC for 100,000 shares of Class A Common Stock on a one-for-one basis. In connection with this redemption, an equal number of shares of Class V Common Stock were forfeited for no consideration.
After these transactions, Hudson Vegas Investment SPV, LLC reported 729,651 P3 LLC Units and 729,651 shares of Class V Common Stock remaining, and 100,000 shares of Class A Common Stock held directly. The P3 LLC Units are redeemable at any time for either newly issued Class A shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock, and they do not expire. Hudson Vegas Investment Manager, LLC and Daniel Straus may be deemed to share voting and dispositive power over these securities but disclaim beneficial ownership beyond any pecuniary interest.
Hudson Vegas Investment SPV, LLC, a 10% owner of P3 Health Partners Inc., reported three open-market sales of Class A Common Stock on 2026-08-10 totaling 50,000 shares. The sales used weighted average prices, with transaction price ranges from $13.00–$13.61, $16.00–$16.24, and $16.25–$17.24. Hudson Vegas Investment SPV, LLC is the direct beneficial owner; Hudson Vegas Investment Manager, LLC and Daniel Straus may be deemed to share voting and dispositive power but each disclaims beneficial ownership except to the extent of any pecuniary interest.
Hudson Vegas Investment SPV, LLC and its affiliates amended their Schedule 13D for P3 Health Partners Inc. (Class A Common Stock). They report beneficial ownership of 829,651 shares, representing 17.5% of the outstanding Class A Common Stock, based on 3,911,962 shares outstanding as reported on August 10, 2026.
The amendment reflects a 1-for-50 reverse stock split of both Class A and Class V Common Stock and a corresponding reverse split of P3 LLC Units, with all reported numbers giving effect to these actions. On June 10, 2026, Hudson Vegas Investment SPV, LLC caused P3 to redeem 50,000 P3 LLC Units for an equal number of Class A shares, cancelling 50,000 Class V shares. On August 10, 2026, it sold 1,041, 19,074 and 29,885 Class A shares in open-market brokered transactions at weighted average prices of $13.38, $16.05 and $16.86 per share, respectively.
P3 Health Partners Inc., a Medicare Advantage–focused population health company, reported improved results for the quarter and six months ended June 30, 2026. Q2 2026 operating revenue was $386.4 million, up from $355.8 million a year earlier, driven mainly by capitated revenue of $366.4 million. Medical expense declined significantly, and the premium deficiency reserve was reduced, leading to Q2 operating income of $41.2 million versus an operating loss of $34.1 million in Q2 2025.
For the six-month period, revenue was $772.8 million and net income was $18.7 million, compared with a net loss of $87.9 million in the prior-year period. However, cumulative preferred stock dividends of $9.6 million resulted in a small net loss attributable to Class A common stockholders of $0.9 million year-to-date. Cash and restricted cash totaled $22.2 million at June 30, 2026, with a working capital deficit of $209.2 million and negative operating cash flow of $89.4 million for the six months.
The company converted approximately $252.5 million of related-party VGS promissory notes into multiple series of high-coupon cumulative preferred stock and issued additional Series D preferred stock and warrants under a securities purchase agreement, reducing gross long-term debt to $120.1 million from $336.7 million. Management disclosed an accumulated deficit of $642.5 million and stated that substantial doubt exists about the company’s ability to continue as a going concern without additional capital or improved cash generation.
P3 Health Partners reported stronger results for the quarter ended June 30, 2026. Total revenue was $386.4 million, up 9% from the prior-year quarter, driven by 15% growth in per-member capitated revenue. At-risk membership was approximately 105,000, down 10% as the company pursued intentional network and payer rationalization, with 133,000 total lives under management including 28,000 in service arrangements.
Medical margin was $97.8 million, or $311 PMPM; excluding favorable payer settlements and prior-year development, medical margin was $52.9 million, or $168 PMPM. The company generated net income of $15.7 million, compared with a net loss of $43.7 million a year earlier. Adjusted EBITDA was $54.4 million, or $173 PMPM, versus a loss of $17.1 million, or negative $49 PMPM, in the prior-year quarter.
For full-year 2026, P3 now guides to total revenue of $1.5–$1.6 billion, medical margin of $260–$300 million (PMPM $210–$240), and Adjusted EBITDA of $80–$110 million, based on first-half performance and the impact of payer settlements and prior-year development.
P3 Health Partners Inc. disclosed that its subsidiary P3 Health Group, LLC entered into a Second Amendment to a Repurchase Promissory Note with IHC Health Services, Inc. This amendment extends the note’s maturity date to September 30, 2028 and changes the interest terms.
From June 30, 2026, the note will accrue payment-in-kind (PIK) interest at 14% per annum, meaning interest is added to the principal instead of being paid in cash as it accrues. All other terms of the note, originally dated June 28, 2019 and previously amended in 2020, remain in effect.
P3 Health Partners Inc. large shareholder Hudson Vegas Investment SPV, LLC converted 50,000 P3 LLC Units into 50,000 shares of Class A Common Stock on a one-for-one basis. In connection with this redemption, an equal 50,000 shares of Class V Common Stock were forfeited for no consideration.
After the transactions, Hudson Vegas Investment SPV, LLC held 829,651 P3 LLC Units and 829,651 shares of Class V Common Stock, together with 50,000 shares of Class A Common Stock directly. Earlier, on April 11, 2025, the company and P3 LLC effected coordinated 1-for-50 reverse stock splits, and all reported amounts reflect those adjustments.
P3 Health Partners Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class II directors — Amir Bacchus, M.D., Mark Thierer, and Lawrence B. Leisure — to terms expiring at the 2029 annual meeting.
Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the named executive officers. In addition, they approved the issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC in accordance with Nasdaq Listing Rule 5635(d).
P3 Health Partners Inc. announced that it has regained compliance with Nasdaq’s continued listing standards. The company previously received a notice in November 2025 that it failed to meet at least one of the minimum requirements under Nasdaq Listing Rule 5550(b) for the Capital Market.
On May 20, 2026, Nasdaq staff notified the company that, based on its report filed with the SEC on May 15, 2026, P3 Health Partners now complies with Nasdaq Listing Rule 5550(b)(2), which relates to the market value of listed securities. As a result, the company is again in good standing for continued trading on Nasdaq.
P3 Health Partners Inc. reported that its Chief Financial Officer, Leif Elliott Pedersen, received a grant of stock options covering 30,000 shares of Class A common stock. The options have an exercise price of $3.5479 per share, become exercisable on May 8, 2030, and expire on May 8, 2036. Following this award, Pedersen holds stock options for a total of 45,000 shares, reflecting a routine compensation-related equity grant rather than an open-market purchase or sale.