P3 Health Partners (PIII) holder Hudson Vegas updates 17.5% stake and recent share sales

Rhea-AI Filing Summary

Hudson Vegas Investment SPV, LLC and its affiliates amended their Schedule 13D for P3 Health Partners Inc. (Class A Common Stock). They report beneficial ownership of 829,651 shares, representing 17.5% of the outstanding Class A Common Stock, based on 3,911,962 shares outstanding as reported on August 10, 2026.

The amendment reflects a 1-for-50 reverse stock split of both Class A and Class V Common Stock and a corresponding reverse split of P3 LLC Units, with all reported numbers giving effect to these actions. On June 10, 2026, Hudson Vegas Investment SPV, LLC caused P3 to redeem 50,000 P3 LLC Units for an equal number of Class A shares, cancelling 50,000 Class V shares. On August 10, 2026, it sold 1,041, 19,074 and 29,885 Class A shares in open-market brokered transactions at weighted average prices of $13.38, $16.05 and $16.86 per share, respectively.

Filing Explained

The reported 17.5% stake excludes other holders’ redemption or exchange rights, so the ownership basis can change if those rights are exercised.

This amendment states that the Delaware action was dismissed on August 22, 2024 without an admission of fault or liability, and that none of the reported Class V shares or P3 LLC Units is held in escrow.

The reported 17.5% beneficial ownership is calculated using 3,911,962 Class A shares outstanding and expressly excludes other P3 LLC unitholders’ rights to have their units redeemed or exchanged for Class A shares.

If those rights are exercised, the Class A share count used for ownership percentages could change, so the stated percentage is not calculated on that potential future share count.

The filing does not provide an amount or timing for any such redemptions or exchanges; the named mechanism is the P3 LLC A&R LLC Agreement.

Key Figures

Beneficial ownership: 829,651 shares Ownership percentage: 17.5% Shares outstanding: 3,911,962 shares +5 more

8 metrics

Beneficial ownership 829,651 shares Class A Common Stock beneficially owned by each reporting person

Ownership percentage 17.5% Percentage of Class A Common Stock outstanding beneficially owned

Shares outstanding 3,911,962 shares Class A Common Stock outstanding as reported in Form 10-Q on August 10, 2026

Reverse stock split ratio 1-for-50 Reverse split of Class A and Class V Common Stock and P3 LLC Units on April 11, 2025

Redemption units 50,000 P3 LLC Units Redeemed on June 10, 2026 for an equal number of Class A shares

Cancelled Class V shares 50,000 shares Class V Common Stock cancelled in connection with the June 10, 2026 redemption

Sale tranche price $13.38 per share Weighted average price for 1,041 Class A shares sold on August 10, 2026

Highest sale price range $16.25 to $17.24 Price range for 29,885 Class A shares sold on August 10, 2026

Key Terms

reverse stock split, P3 LLC Units, Class V Common Stock, beneficial ownership, +1 more

5 terms

reverse stock split financial

"the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

P3 LLC Units financial

"P3 undertook a reverse split of the P3 LLC Units at a ration of 1-for-50"

Class V Common Stock financial

"shares of Class V Common Stock or P3 LLC Units listed in this Amendment"

beneficial ownership financial

"The Reporting Persons' aggregate percentage of beneficial ownership is approximately 17.5%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Escrow Agreement financial

"none of the shares of Class V Common Stock or P3 LLC Units listed ... are held in escrow subject to the Escrow Agreement"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

FAQ

What percentage of P3 Health Partners (PIII) does Hudson Vegas currently beneficially own?

Hudson Vegas Investment SPV, LLC and related reporting persons beneficially own 829,651 shares of P3 Health Partners Class A Common Stock, representing approximately 17.5% of the outstanding Class A shares, based on 3,911,962 shares outstanding as of August 10, 2026.

How many P3 Health Partners (PIII) shares did Hudson Vegas sell on August 10, 2026?

On August 10, 2026, Hudson Vegas Investment SPV, LLC sold 1,041, 19,074 and 29,885 Class A shares in separate open-market transactions, at weighted average prices of $13.38, $16.05 and $16.86 per share, respectively, excluding commissions.

What share count did P3 Health Partners (PIII) report as outstanding for this 13D/A?

The beneficial ownership percentages are calculated using 3,911,962 shares of P3 Health Partners Class A Common Stock outstanding, as reported in the company’s Form 10-Q filed on August 10, 2026, which serves as the baseline for the 17.5% ownership figure.

How did the reverse stock split affect P3 Health Partners (PIII) holdings in this filing?

On April 11, 2025, P3 Health Partners effected a 1-for-50 reverse stock split of Class A and Class V shares, and a matching reverse split of P3 LLC Units. All security amounts in this amendment, including Hudson Vegas’s 829,651 shares, reflect the post-split share counts.

What transaction did Hudson Vegas complete on June 10, 2026 involving P3 Health Partners (PIII)?

On June 10, 2026, Hudson Vegas Investment SPV, LLC exercised its contractual right to redeem 50,000 P3 LLC Units for an equal number of Class A Common shares. In connection with this redemption, 50,000 shares of Class V Common Stock held by Hudson Vegas were cancelled.

What is the status of the Delaware Action mentioned in the P3 Health Partners (PIII) 13D/A?

The amendment states that on August 22, 2024, the Delaware Action was dismissed by the parties without any admission of fault or liability, and that none of the Class V shares or P3 LLC Units listed as beneficially owned are held in escrow under the Escrow Agreement.

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Available on EDGAR 08/12/2026 - 04:30 PM Accepted by SEC EDGAR 08/12/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

P3 Health Partners Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

744413105

(CUSIP Number)

Leeor Farhadian
Hudson Vegas Investment SPV, LLC, 173 Bridge Plaza North
Fort Lee, NJ, 07024
201-242-4910

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 744413105

1

Name of reporting person

Hudson Vegas Investment SPV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 829,651.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 829,651.00

11

Aggregate amount beneficially owned by each reporting person

829,651.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 744413105

1

Name of reporting person

Hudson Vegas Investment Manager, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 829,651.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 829,651.00

11

Aggregate amount beneficially owned by each reporting person

829,651.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 744413105

1

Name of reporting person

Daniel Straus

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 829,651.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 829,651.00

11

Aggregate amount beneficially owned by each reporting person

829,651.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: P3 Health Partners Inc.
(c)	Address of Issuer's Principal Executive Offices: 2370 Corporate Circle Suite 300, Henderson, NEVADA , 89074.
Item 1 Comment: This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D (the "Original Schedule 13D") filed by the Reporting Persons on December 17, 2021 with respect to the Class A Common Stock. Capitalized terms used in this Amendment (including the footnotes to the cover pages hereto) and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. On April 11, 2025, the Issuer effected a reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and Class V Common Stock at a ratio of 1-for-50. Concurrently with this reverse stock split, P3 undertook a reverse split of the P3 LLC Units at a ration of 1-for-50. The number of securities reported in this Amendment give effect to these actions.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is amended and supplemented as follows: On August 22, 2024, the Delaware Action was dismissed by the parties without the admission of fault or liability. None of the shares of Class V Common Stock or P3 LLC Units listed in this Amendment as beneficially owned by any of the Reporting Person are held in escrow subject to the Escrow Agreement. On June 10, 2026, Hudson Vegas Investment SPV, LLC exercised its right to cause P3 to redeem an aggregate 50,000 P3 LLC Units held by Hudson Vegas Investment SPV, LLC for an equal number of shares of Class A Common Stock in accordance with the terms of the P3 LLC A&R LLC Agreement. An aggregate of 50,000 shares of Class V Common Stock held by Hudson Vegas Investment SPV, LLC were cancelled in connection with such redemption. On August 10, 2026, Hudson Vegas Investment SPV, LLC sold (i) an aggregate of 1,041 shares of Class A Common Stock at a weighted average price per share of $13.38 in multiple transactions at prices ranging from $13.00 to $13.61, (ii) an aggregate of 19,074 shares of Class A Common Stock at a weighted average price per share of $16.05 in multiple transactions at prices ranging from $16.00 to $16.24 and (iii) an aggregate of 29,885 shares of Class A Common Stock at a weighted average price per share of $16.86 in multiple transactions at prices ranging from $16.25 to $17.24. All such sales were effected in the open market through brokers and the price per share excludes commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer and the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price within the ranges of each of the sales above that involved multiple transactions.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of the Reporting Persons to this Amendment are incorporated herein by reference. The Reporting Persons' aggregate percentage of beneficial ownership is approximately 17.5% of the outstanding shares of Class A Common Stock. Calculations of the percentage of Class A Common Stock beneficially owned, including for purposes of Row 13 of each of the cover pages of the Reporting Persons to this Amendment, assumes 3,911,962 shares of Class A Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 10, 2026. The percentage reported does not give effect to the right held by other holders of P3 LLC Units to cause their P3 LLC Units to be redeemed or exchanged, in whole or in part, for Class A Common Stock in accordance with the terms of the P3 LLC A&R LLC Agreement.
(b)	The information contained in Item 5(a) of this Amendment is incorporated herein by reference.
(c)	Except as set forth Item 4, the Reporting Persons have not engaged in any transaction with respect to the Class A Common Stock during the sixty days prior to the date of filing of this Amendment.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hudson Vegas Investment SPV, LLC

Signature:	/s/ Leeor Farhadian
Name/Title:	Leeor Farhadian/Authorized Signatory
Date:	08/12/2026

Hudson Vegas Investment Manager, LLC

Signature:	/s/ Leeor Farhadian
Name/Title:	Leeor Farhadian/Authorized Signatory
Date:	08/12/2026

Daniel Straus

Signature:	/s/ Daniel Straus
Name/Title:	Daniel Straus
Date:	08/12/2026