P3 Health Partners (NASDAQ: PIII) inks multi-year Nebraska Medicare Advantage pact

Rhea-AI Filing Summary

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.

Insights

Healthcare services and risk-contracting analyst

Multi-year Medicare Advantage support deal with future shift to global risk.

This agreement places P3 Health Partners as a key clinical and operational partner to a large Nebraska Medicare Advantage insurer. Initial years use a management-fee model for 2026–2027, then move to a global risk structure from 2028, aligning economics with clinical outcomes and cost management.

The term through December 31, 2030, with automatic one-year renewals, creates a long runway, though actual financial impact depends on volumes and performance not detailed here. Termination provisions tied to metric achievement, key personnel, and change of control introduce counterparty protections common in value-based care contracts.

The break-up fee if the client forgoes a Medicare Advantage bid for 2027–2028 offers some recovery of implementation and transition costs. Investors evaluating this arrangement can focus on future disclosures around attributed membership, performance against 2026 metrics, and the transition to global risk beginning in 2028.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 19, 2026

P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40033			85-2992794
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2370 Corporate Circle Suite 300 Henderson, Nevada			89074
(Address of principal executive offices)			(Zip Code)

(702) 910-3950

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

PIII

The Nasdaq Stock Market LLC

Warrants exercisable for one share of Class A common stock

PIIIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of March 19, 2026, P3 Health Partners, LLC (the “Company”) entered into a Statement of Work (the “SOW”) with a large nonprofit health insurance provider in the state of Nebraska (the “Client”), which incorporates the terms of a Master Services Agreement between the parties (the (the “MSA,” and together with the SOW, the “Agreements”). Pursuant to the Agreements, the Company will provide clinical, operational and data-driven support under its Care Enablement Model to primary care providers participating in the Client’s Medicare Advantage network in Nebraska. The Client will pay management services fees to the Company for performance years 2026 and 2027. For performance year 2028 and after, the parties’ financial arrangement will be governed by a global risk agreement.

The MSA has an initial term through December 31, 2030, and thereafter automatically renews for successive one-year terms unless terminated by either party by giving the other party written notice of termination at least 180 days prior to the expiration of the initial term or any renewal term. Each party may terminate the MSA or an individual statement of work after the lapse of a cure period for material breaches of the MSA or statement of work by the other party or bankruptcy or insolvency or a change of control of the other party. In the case of the Client, it may terminate the Agreements upon 90 days’ notice upon the failure of the Company’s performance for performance year 2026 to reach certain agreed-upon metrics or if certain key persons depart. If the Client opts not to pursue a bid with the Centers for Medicare and Medicaid Services for a Medicare Advantage plan for 2027 through 2028, the SOW will automatically terminate and the Client will owe the Company a break-up fee comprising of an agreed-upon percentage of the Company’s actual costs in performing the services through the termination date and the Company’s costs directly incurred as a result of the termination, less the fees paid by the Client to the Company, not to exceed an agreed-upon amount. In connection with termination of the services, the Company has agreed to provide termination assistance services to the Client to transition the services from the Company to the Client or its designee for a certain period of time.

The foregoing description of the SOW does not purport to be complete and is qualified in its entirety by the terms of the SOW, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						Statement of Work No. 1, effective March 19, 2026, by and between P3 Health Partners, LLC and the Client
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									P3 Health Partners Inc.
Date:			March 25, 2026			By:			/s/ Leif Pedersen
									Leif Pedersen
									Chief Financial Officer

FAQ

What new agreement did P3 Health Partners (PIII) enter into in Nebraska?

P3 Health Partners entered a Statement of Work with a large nonprofit Nebraska health insurer. It builds on a Master Services Agreement and covers clinical, operational and data support for primary care providers in the insurer’s Medicare Advantage network across multiple performance years.

What services will P3 Health Partners (PIII) provide under the new Nebraska deal?

P3 Health Partners will deliver clinical, operational and data-driven support under its Care Enablement Model. These services aim to assist primary care providers serving Medicare Advantage members in Nebraska, helping manage care, coordinate operations, and use data analytics to support outcomes and cost management.

How long does the P3 Health Partners (PIII) Master Services Agreement run?

The Master Services Agreement runs initially through December 31, 2030. After that, it automatically renews for successive one-year terms unless either party gives written notice at least 180 days before the end of the initial term or any renewal term to stop renewal.

How are P3 Health Partners (PIII) compensated in this Medicare Advantage arrangement?

For performance years 2026 and 2027, the client pays management services fees to P3. Starting in performance year 2028, the financial relationship shifts to a global risk agreement, where payments depend more directly on costs and outcomes for the covered Medicare Advantage population.

What termination rights does the client have in the P3 Health Partners (PIII) agreement?

The client may terminate for material breach, insolvency or change of control, and can also end the agreement on 90 days’ notice if 2026 performance fails to meet agreed metrics or certain key personnel leave. These rights sit alongside general mutual termination provisions in the Master Services Agreement.

What is the break-up fee mentioned in P3 Health Partners’ (PIII) filing?

If the client chooses not to pursue a Centers for Medicare and Medicaid Services Medicare Advantage bid for 2027–2028, the Statement of Work terminates and a break-up fee is owed. That fee is based on an agreed percentage of P3’s actual and termination-related costs, minus prior fees, capped at a set amount.

What termination assistance will P3 Health Partners (PIII) provide if services end?

If services are terminated, P3 Health Partners has agreed to provide termination assistance services. These are designed to help transition the work from P3 back to the client or a designee over a defined period, supporting continuity of operations for the Medicare Advantage provider network.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 35.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB