P3 Health extends access to $19M debt tranche

P3 Health Partners Inc. disclosed that its subsidiary, P3 Health Group, LLC, amended an existing unsecured promissory note with VBC Growth SPV 5, LLC.

Rhea-AI Filing Summary

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.

Insights

Credit & capital structure analyst

Company extends access window to an existing $19.0M debt tranche.

P3 Health Group, LLC has modified an unsecured promissory note with VBC Growth SPV 5, LLC so that the remaining $19.0 million in the third tranche can be drawn through June 30, 2026. This keeps committed funding available longer without changing total capacity.

The arrangement suggests the lender is maintaining support under the original note, as all other terms stay in place. The filing does not alter principal size, security, or rate in the excerpt, so the economic profile of the debt appears stable.

For investors, the key point is extended liquidity flexibility: P3 Health Group, LLC can time its draws on this tranche within the new availability period. Subsequent filings may provide details on actual draws and any resulting changes in leverage.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did P3 Health Partners Inc. change in its unsecured promissory note?

P3 Health Partners Inc., through P3 Health Group, LLC, amended its unsecured promissory note with VBC Growth SPV 5, LLC. The change extends the availability period for drawing on the note’s third funding tranche while leaving all other note terms in place.

How much funding remains in the third tranche for P3 Health Partners Inc. (PIII)?

The amendment confirms that $19.0 million remains in the third tranche of the unsecured promissory note. This amount is already committed and can be drawn in one or more advances during the extended availability period specified in the amendment.

Until when can P3 Health Partners access the remaining $19.0 million tranche?

P3 Health Group, LLC can access the remaining $19.0 million of the third tranche through June 30, 2026. The amendment specifically extends this availability window, giving the company more time to decide when to draw these funds if needed.

Did P3 Health Partners Inc. change any other terms of the unsecured promissory note?

No other terms were changed in the disclosed amendment. The filing states that, aside from extending the availability period for the third tranche, all other terms and provisions of the original unsecured promissory note remain in full force and effect as previously agreed.

Who is the lender on P3 Health Partners Inc.’s amended unsecured promissory note?

The lender, referred to as the holder in the filing, is VBC Growth SPV 5, LLC. This entity holds the unsecured promissory note originally dated May 29, 2025, and agreed to extend the draw period for the note’s third funding tranche.

Where can investors see the full terms of P3 Health Partners Inc.’s amendment?

Investors can review the complete amendment as Exhibit 10.1 to the current report. The company filed the full Amendment to Unsecured Promissory Note, dated February 11, 2026, and incorporated it by reference for a detailed view of all contractual language.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 04:04 PM Learn about SEC filing dates

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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): February 11, 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.

On February 11, 2026, P3 Health Group, LLC (the “Company”) entered into an Amendment to Unsecured Promissory Note (the “Amendment”) with VBC Growth SPV 5, LLC (the “Holder”) amending the terms of the Unsecured Promissory Note originally dated May 29, 2025 (the “Note).

The Amendment modifies Section 1, clause (a)(iii) of the Note to extend the availability period for the third tranche of funding. Under the Amendment, the remaining $19.0 million of the third tranche is available for one or more draws through June 30, 2026. Except as modified by the Amendment, all other terms and provisions of the Note remain in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, 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						Amendment to Unsecured Promissory Note, dated as of February 11, 2026, by and among P3 Health Group, LLC and VBC Growth SPV 5, LLC.
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:			February 17, 2026			By:			/s/ Leif Pedersen
									Leif Pedersen
									Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 12.2 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