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.
The P3 Health Partners Inc. (NASDAQ: PIII) SEC filings page provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a physician-led population health management company focused on value-based care for Medicare members, P3’s filings offer detailed information on its capitation arrangements, at-risk membership, medical claims expenses, and overall financial position.
Through periodic reports such as Form 10-K annual reports and Form 10-Q quarterly reports, P3 Health Partners presents condensed consolidated balance sheets and statements of operations, along with discussions of medical margin, premium deficiency reserves, and variable interest entities. The company also explains its use of non-GAAP measures, including Adjusted EBITDA, Normalized Adjusted EBITDA, and medical margin per member per month, alongside GAAP results.
Current reports on Form 8-K document material events, such as the announcement of quarterly financial results and the entry into significant agreements. For example, an 8-K filing describes how a P3 subsidiary, P3 Health Partners REACH ACO, LLC, entered into an agreement with Commonwealth Primary Care ACO, LLC to form P3 Commonwealth Innovation MSO, LLC, a management services organization that oversees shared services, financial management, compliance operations, data analytics, and clinical integration for accountable care organizations.
Investors can also use SEC filings to review information about warrants trading under the symbol PIIIW, long-term debt, lease obligations, and equity structure, including the impact of the 1-for-50 reverse stock split disclosed in the company’s financial statements. With AI-powered summaries on this page, complex documents such as 10-Ks, 10-Qs, and 8-Ks are distilled into key points, helping readers quickly understand P3’s value-based care model, risk factors, capital structure, and significant contractual arrangements.
P3 Health Partners Inc. reports significant financial strain in its 2025 annual filing, with management concluding there is substantial doubt about the company’s ability to continue as a going concern. The company ended December 31, 2025 with $25.0 million in unrestricted cash, $336.7 million of debt (including $45.0 million current), and $287.8 million of unpaid claims, after recording a $323.1 million net loss and building an accumulated deficit of $651.1 million.
P3 operates a physician-led, value-based care platform focused on Medicare Advantage, with capitated contracts where four health plans generated about 75% of 2025 revenue. It manages an "Up‑C" structure and owned roughly 46% of P3 Health Group, LLC as of December 31, 2025.
The filing highlights heavy reliance on raising additional capital in 2026, tight debt covenants that required waivers, and regulatory pressure, including California DMHC finding Medcore HP below required tangible net equity and requiring a corrective action plan. P3 also cites risks around California solvency rules, Nasdaq listing compliance, history of losses, and dependence on a few major payors and physician partners.
P3 Health Partners Inc. reported full-year 2025 revenue of $1.46 billion, slightly below $1.50 billion in 2024, with at-risk membership down about 8% to roughly 116,000. The company posted a 2025 net loss of $323.1 million, compared with a $310.4 million loss the prior year.
Adjusted EBITDA loss improved modestly to $161.3 million from $167.2 million, and normalized Adjusted EBITDA loss narrowed to $149.1 million from $193.0 million. For 2026, P3 guides Adjusted EBITDA in a range of $(20) million to $40 million, with a midpoint of $10 million, implying roughly $170 million year-over-year improvement.
P3 Health Partners Inc. reported a new multi-year services arrangement with a large nonprofit health insurer in Nebraska. Through a Statement of Work under an existing Master Services Agreement, P3 will deliver clinical, operational and data-driven support to primary care providers in the insurer’s Medicare Advantage network.
The client will pay management services fees for performance years 2026 and 2027, with the financial structure shifting to a global risk agreement starting in 2028. The Master Services Agreement runs through December 31, 2030 and then renews annually unless either party gives 180 days’ notice.
Both parties have termination rights for material breach, insolvency or change of control, and the client may also terminate on 90 days’ notice if 2026 performance metrics are not met or certain key personnel depart. If the client does not pursue a Medicare Advantage bid for 2027–2028, the Statement of Work ends and the client owes a break-up fee tied to P3’s service and termination-related costs, subject to an agreed cap. P3 will also provide termination assistance services to help transition work back to the client or its designee.
P3 Health Partners Inc. disclosed that its subsidiary, P3 Health Group, LLC, amended an existing unsecured promissory note with VBC Growth SPV 5, LLC. The amendment extends the availability period for the note’s third funding tranche, keeping the remaining $19.0 million accessible for one or more draws through June 30, 2026. All other terms of the original note dated May 29, 2025 remain unchanged, so this update primarily affects timing of access to already agreed financing rather than the total borrowing capacity.
P3 Health Partners Inc. director filed an amended insider trading report updating their share holdings after receiving a new equity grant. The director was granted 2,000 restricted stock units (RSUs) of Class A common stock on 08/06/2025 under the company’s 2021 Incentive Award Plan, at a price of $0 as this is an equity award. Each RSU represents one share of Class A common stock and will vest at the earlier of the company’s 2026 annual stockholder meeting or the one-year anniversary of the grant date.
The amendment corrects the number of shares beneficially owned to reflect the company’s 1-for-50 reverse stock split effective April 11, 2025, and to include certain indirectly owned securities. Following the correction, the director beneficially owns 6,331 Class A shares directly and 17,192 Class A shares indirectly through G&K Investment Holdings LLC, over which the director has voting and dispositive power.
P3 Health Partners Inc. director reports updated stock grant details. A director received 2,000 restricted stock units (RSUs) of Class A common stock on August 6, 2025 at a price of $0, reflecting a standard equity award for board service. Each RSU converts into one share of Class A common stock and vests at the earlier of the company’s 2026 annual stockholder meeting or one year after the grant date. After this grant, the director beneficially owns 6,331 Class A common shares directly.
This is an amended insider filing correcting the number of securities shown in Column 5 of Table I. The prior filing had inadvertently used the pre–reverse stock split amount instead of the post–split figure following the company’s 1-for-50 reverse stock split that became effective on April 11, 2025. The amendment is made solely to fix that post–split beneficial ownership number.
P3 Health Partners Inc. director reports equity grant and updates share count. A board member received 2,000 restricted stock units of Class A common stock on 08/06/2025 under the company’s 2021 Incentive Award Plan, at a stated price of $0 per unit. Each RSU converts into one share of Class A common stock and vests upon the earlier of the company’s 2026 annual stockholder meeting or the one-year anniversary of the grant date.
Following this grant and adjustment, the director beneficially owns 6,331 Class A shares directly. The filing is an amendment that corrects the previously reported number of shares beneficially owned after a 1-for-50 reverse stock split that became effective on April 11, 2025, ensuring the post-split holdings are accurately reflected.
P3 Health Partners Inc. director reports an amended equity grant. The filing shows an acquisition of 2,000 restricted stock units (RSUs) of Class A common stock on August 6, 2025 at a price of $0, leaving the director with 6,331 Class A shares beneficially owned directly after the transaction.
The RSUs were granted under the company’s 2021 Incentive Award Plan and each RSU represents one share of Class A common stock. They vest upon the earlier of P3 Health Partners’ 2026 annual stockholder meeting or the one-year anniversary of the grant date. The amendment corrects the previously reported post‑transaction holdings, which were originally stated on a pre–reverse‑split basis following the company’s 1‑for‑50 reverse stock split effective April 11, 2025.
P3 Health Partners Inc. director reported an updated insider holding following an equity award and corporate action. On 08/06/2025, the director received 4,000 restricted stock units (RSUs) of Class A common stock at a price of $0 under the company’s 2021 Incentive Award Plan. Each RSU converts into one Class A share and vests at the earlier of the company’s 2026 annual stockholder meeting or one year after the grant date.
The amended filing corrects the number of Class A shares beneficially owned after the company’s 1‑for‑50 reverse stock split effective April 11, 2025 and now includes securities held indirectly. Following the correction, the director is shown as beneficially owning 12,662 Class A shares directly and 8,520 Class A shares indirectly through AssetBlue Ventures, LLC, over which the director and Nasrin Thierer have voting and dispositive power.
P3 Health Partners Inc. filed an amended insider report showing a stock-based award to one of its directors and correcting the director’s post–reverse split holdings. The director received 2,000 restricted stock units (RSUs) of Class A common stock on 08/06/2025 at a grant price of $0 under the company’s 2021 Incentive Award Plan. Each RSU converts into one share of Class A common stock and vests at the earlier of the company’s 2026 annual stockholder meeting or the one-year anniversary of the grant date.
The amended filing updates the number of Class A shares beneficially owned after the transaction to 6,331 shares, reflecting the company’s 1-for-50 reverse stock split that became effective on April 11, 2025. The amendment is expressly described as being made solely to correct this post–reverse split ownership figure.