P3 Health Partners (PIII) extends promissory note to 2028 with 14% PIK interest
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
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Negative
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Insights
P3 extends a promissory note to 2028 and shifts it to 14% PIK interest, trading higher cost for flexibility.
The amendment pushes the Repurchase Promissory Note’s maturity out to September 30, 2028. This gives P3 Health Partners more time before having to repay principal to IHC Health Services, Inc., easing near-term refinancing pressure.
The note will now accrue PIK interest at 14% per annum starting June 30, 2026, increasing the debt balance over time instead of requiring cash interest payments. Actual impact on leverage and interest expense will depend on the note’s principal size and any future changes to terms disclosed in later filings.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
PIK interest rate: 14% per annum
New note maturity date: September 30, 2028
Second Amendment date: June 30, 2026
+2 more
5 metrics
PIK interest rate
14% per annum
Interest on the Repurchase Promissory Note from June 30, 2026
New note maturity date
September 30, 2028
Extended maturity for Repurchase Promissory Note
Second Amendment date
June 30, 2026
Execution date of Second Amendment to Repurchase Promissory Note
Original note date
June 28, 2019
Date of original Repurchase Promissory Note
First amendment date
November 19, 2020
Date of First Amendment to Repurchase Promissory Note
Key Terms
Material Definitive Agreement, Repurchase Promissory Note, Second Amendment to Repurchase Promissory Note, PIK interest, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Repurchase Promissory Note financial
"amending the Repurchase Promissory Note originally dated June 28, 2019"
Second Amendment to Repurchase Promissory Note financial
"entered into the Second Amendment to Repurchase Promissory Note"
PIK interest financial
"the Note will accrue PIK interest at a rate of 14% per annum"
Payment-in-kind (PIK) interest is interest on a loan or bond that is paid by adding to the borrower’s debt rather than by handing over cash; think of it as paying rent by giving an IOU that increases the total owed instead of using money now. Investors care because PIK raises short-term cash for the borrower but increases future risk — the lender receives a larger, deferred payment and assumes more credit and timing uncertainty.
maturity date financial
"extends the maturity date of the Note to September 30, 2028"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
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): June 30, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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:
| Written communications pursuant to Rule 425 under the Securities Act | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| 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 | ||||||||||||
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.
Second Amendment to Repurchase Promissory Note
On June 30, 2026, P3 Health Group, LLC, a wholly owned subsidiary of the Company entered into the Second Amendment to Repurchase Promissory Note (the “Second Note Amendment”) with IHC Health Services, Inc. (the “Holder”), amending the Repurchase Promissory Note originally dated June 28, 2019 (as previously amended by the First Amendment to Repurchase Promissory Note dated November 19, 2020, and as further amended by the Second Note Amendment, the “Note”). The Second Note Amendment (i) extends the maturity date of the Note to September 30, 2028, and (ii) provides that, from and after June 30, 2026, the Note will accrue PIK interest at a rate of 14% per annum, commencing upon the date of the Second Note Amendment. Except as modified by the Second Note Amendment, all other terms and provisions of the Note remain in full force and effect.
The foregoing description of the Second Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Second Note Amendment, which is attached hereto as an exhibit and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | Second Amendment to Repurchase Promissory Note between P3 Health Group, LLC (f/k/a P3 Health Group Holdings, LLC) and IHC Health Services, Inc., dated June 30, 2026. | |||||||
| 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: | July 6, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
What agreement did P3 Health Partners (PIII) amend on June 30, 2026?
P3 Health Partners amended a Repurchase Promissory Note between its subsidiary P3 Health Group, LLC and IHC Health Services, Inc. The Second Amendment updates the note’s maturity date and interest structure while leaving all other previously agreed terms in place.
How did the P3 Health Partners (PIII) note maturity change?
The Second Amendment extends the Repurchase Promissory Note’s maturity date to September 30, 2028. This later due date postpones when principal must be repaid, affecting the company’s medium-term debt profile and refinancing timetable with IHC Health Services, Inc.
What is the new interest rate on P3 Health Partners’ amended note?
From June 30, 2026, the note will accrue PIK interest at 14% per annum. Instead of cash payments, interest is added to the outstanding principal balance, increasing the total amount owed by P3 Health Group, LLC over time.
What does PIK interest mean for P3 Health Partners (PIII)?
PIK interest means payment-in-kind, so interest is capitalized rather than paid in cash. For P3, the 14% PIK rate reduces immediate cash outflows but causes the promissory note’s principal and total future repayment obligation to grow each period.
Which P3 Health Partners entity is party to the amended note?
The borrower under the amended Repurchase Promissory Note is P3 Health Group, LLC, a wholly owned subsidiary of P3 Health Partners Inc. This subsidiary-level obligation remains in effect under the original note, first amendment, and the new Second Amendment.
Who holds the amended P3 Health Partners promissory note?
The counterparty and noteholder is IHC Health Services, Inc. The Second Amendment to the Repurchase Promissory Note was executed between P3 Health Group, LLC and IHC, with all prior note provisions remaining effective except for the revised maturity and interest terms.