P3 Health Partners (PIII) director awarded 2,000 RSUs and corrects post–reverse split holdings

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leisure Lawrence B.

(Last) (First) (Middle)

C/O P3 HEALTH PARTNERS INC.

2370 CORPORATE CIRCLE, SUITE 300

(Street)

HENDERSON NV 89074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
P3 Health Partners Inc. [ PIII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/06/2025		A		2,000(1)	A	$0	6,331(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest upon the earlier of the Company's 2026 annual stockholder meeting and the one-year anniversary of the grant date.

2. This amended Form 4 is being filed to correct Column 5 of Table I, which inadvertently reported the number of securities beneficially owned by the Reporting Person prior to the Company's 1-for-50 reverse stock split, which became effective on April 11, 2025. This amended Form 4 is being filed solely to correct the number of securities beneficially owned by the Reporting Person following the reverse stock split.

Remarks:

	/s/Todd Smith, Chief Legal Officer, as attorney-in-fact	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction was reported for P3 Health Partners Inc. (PIII)?

A director of P3 Health Partners Inc. reported receiving 2,000 restricted stock units (RSUs) of Class A common stock on 08/06/2025 under the company’s 2021 Incentive Award Plan.

When do the new RSUs for PIII’s director vest?

The 2,000 RSUs vest upon the earlier of P3 Health Partners Inc.’s 2026 annual stockholder meeting and the one-year anniversary of the 08/06/2025 grant date.

How many PIII shares does the director beneficially own after this Form 4/A?

After the reported transaction and correction, the director beneficially owns 6,331 shares of Class A common stock, held directly.

Why was this Form 4/A for P3 Health Partners Inc. filed as an amendment?

The amendment was filed to correct Column 5 of Table I, which had shown the number of securities beneficially owned before the company’s 1-for-50 reverse stock split, rather than the correct post-split amount.

What reverse stock split did P3 Health Partners Inc. (PIII) complete?

P3 Health Partners Inc. completed a 1-for-50 reverse stock split that became effective on April 11, 2025, and this amendment updates the director’s beneficial ownership to reflect the post-split share count.

Does the PIII director hold the reported shares directly or indirectly?

The filing shows the 6,331 Class A shares as held in direct ownership by the reporting person, with no indirect ownership relationship listed.