P3 Health Partners (PIII) director amends Form 4 for RSUs and reverse split

Rhea-AI Filing Summary

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.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Thierer Mark

(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		4,000(1)	A	$0	12,662(2)	D
Class A Common Stock								8,520(2)	I	AssetBlue Ventures, LLC(3)

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, and excluded certain securities indirectly owned by the Reporting Person. This amended Form 4 is being filed to correct the number of securities beneficially owned by the Reporting Person to reflect the reverse stock split, as well as the Reporting Person's indirect ownership.

3. The Reporting Person and Nasrin Thierer have voting and dispositive power over the securities held by AssetBlue Ventures, LLC.

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 does the P3 Health Partners (PIII) Form 4/A report?

The Form 4/A reports an amended insider ownership position for a director of P3 Health Partners Inc. It updates the number of Class A common shares the director beneficially owns after a 4,000 RSU grant and adjusts for the company’s 1‑for‑50 reverse stock split effective April 11, 2025, also adding indirect holdings through an affiliated entity.

How many RSUs did the P3 Health Partners (PIII) director receive?

The director received 4,000 restricted stock units (RSUs) of Class A common stock on 08/06/2025 at a price of $0 per unit. Each RSU represents the right to receive one share of P3 Health Partners Class A common stock when it vests.

What are the vesting terms of the RSUs reported by P3 Health Partners (PIII)?

The 4,000 RSUs vest upon the earlier of the company’s 2026 annual stockholder meeting and the one‑year anniversary of the grant date. Once vested, each RSU entitles the holder to receive one share of Class A common stock.

How many P3 Health Partners (PIII) shares does the director beneficially own after this amendment?

After the amendment, the director is shown as beneficially owning 12,662 Class A shares directly and 8,520 Class A shares indirectly. The indirect holdings are through AssetBlue Ventures, LLC, over which the director and Nasrin Thierer have voting and dispositive power.

Why did P3 Health Partners (PIII) file an amended Form 4/A?

The amendment was filed to correct Column 5 of Table I, which had previously shown beneficial ownership figures before the company’s 1‑for‑50 reverse stock split effective April 11, 2025 and had excluded certain indirectly owned securities. The updated filing now reflects post‑split totals and includes indirect ownership.

What is AssetBlue Ventures, LLC in the P3 Health Partners (PIII) Form 4/A?

AssetBlue Ventures, LLC is an entity that holds 8,520 Class A shares of P3 Health Partners Inc. The reporting director and Nasrin Thierer have voting and dispositive power over these securities, so they are reported as indirect beneficial ownership in the Form 4/A.