P3 Health Partners (NASDAQ: PIII) back in full Nasdaq listing compliance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
P3 Health Partners Inc. announced that it has regained compliance with Nasdaq’s continued listing standards. The company previously received a notice in November 2025 that it failed to meet at least one of the minimum requirements under Nasdaq Listing Rule 5550(b) for the Capital Market.
On May 20, 2026, Nasdaq staff notified the company that, based on its report filed with the SEC on May 15, 2026, P3 Health Partners now complies with Nasdaq Listing Rule 5550(b)(2), which relates to the market value of listed securities. As a result, the company is again in good standing for continued trading on Nasdaq.
Positive
- Regained Nasdaq compliance: Nasdaq staff determined on May 20, 2026 that P3 Health Partners complies with Listing Rule 5550(b)(2), restoring full continued listing status and removing the prior deficiency notice over minimum listing standards.
Negative
- None.
Insights
P3 Health Partners avoids potential Nasdaq delisting by regaining listing compliance.
P3 Health Partners confirms that Nasdaq has determined the company once again meets the continued listing standards under Nasdaq Listing Rule 5550(b)(2), following review of a report filed with the SEC on May 15, 2026. The rule focuses on maintaining sufficient market value of listed securities.
This development removes the immediate risk associated with the prior Nasdaq notice from November 2025 that the company did not meet at least one of the Rule 5550(b) criteria. Continued compliance will depend on future market values and financial metrics as reflected in upcoming SEC filings.
8-K Event Classification
2 items: 3.01, 9.01
2 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Stockholders’ equity threshold: $2.5 million
Market value of listed securities threshold: $35 million
Net income threshold: $500,000
+2 more
5 metrics
Stockholders’ equity threshold
$2.5 million
Alternative minimum under Nasdaq Listing Rule 5550(b)
Market value of listed securities threshold
$35 million
Alternative minimum under Nasdaq Listing Rule 5550(b)(2)
Net income threshold
$500,000
Net income from continuing operations under Nasdaq Listing Rule 5550(b)
Compliance determination date
May 20, 2026
Date Nasdaq staff confirmed renewed compliance
Reference SEC filing date
May 15, 2026
Company report used by Nasdaq to assess compliance
Key Terms
Nasdaq Listing Rule 5550(b), Nasdaq Listing Rule 5550(b)(2), continued listing requirements, market value of listed securities, +2 more
6 terms
Nasdaq Listing Rule 5550(b) regulatory
"it did not comply with at least one of the following standards set out in Nasdaq Listing Rule 5550(b)"
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
Nasdaq Listing Rule 5550(b)(2) regulatory
"the Staff has determined that the Company complies with Nasdaq Listing Rule 5550(b)(2)"
continued listing requirements regulatory
"has now returned to compliance with Nasdaq continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
market value of listed securities financial
"$35 million market value of listed securities"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
stockholders’ equity financial
"$2.5 million stockholders’ equity"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
net income from continuing operations financial
"$500,000 of net income from continuing operations"
Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.
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): May 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2025, P3 Health Partners Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it did not comply with at least one of the following standards set out in Nasdaq Listing Rule 5550(b): $2.5 million stockholders’ equity, $35 million market value of listed securities, or $500,000 of net income from continuing operations.
On May 20, 2026, the Company received a letter from the Staff notifying the Company that, based on the Company’s Form 8-K filed with the SEC on May 15, 2026, the Staff has determined that the Company complies with Nasdaq Listing Rule 5550(b)(2) and has now returned to compliance with Nasdaq continued listing requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 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: | May 26, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
What did P3 Health Partners (PIII) announce regarding its Nasdaq listing?
P3 Health Partners announced that Nasdaq staff has determined the company is back in compliance with Nasdaq’s continued listing standards, specifically Listing Rule 5550(b)(2), restoring its standing on The Nasdaq Stock Market.
Why was P3 Health Partners (PIII) previously out of Nasdaq compliance?
In November 2025, P3 Health Partners received a Nasdaq notice stating it did not meet at least one of the Listing Rule 5550(b) criteria: stockholders’ equity, market value of listed securities, or net income from continuing operations.
Which Nasdaq rule does P3 Health Partners now satisfy?
Nasdaq staff determined that P3 Health Partners complies with Nasdaq Listing Rule 5550(b)(2), the standard tied to maintaining a sufficient market value of listed securities for continued listing on the Nasdaq Capital Market.
What filing led Nasdaq to restore P3 Health Partners’ compliance status?
Nasdaq’s decision was based on a company report filed with the SEC on May 15, 2026. After reviewing that filing, Nasdaq staff concluded that P3 Health Partners now meets the requirements of Listing Rule 5550(b)(2).
Does P3 Health Partners’ Class A common stock remain listed on Nasdaq?
Yes. Following Nasdaq’s May 20, 2026 letter confirming compliance with Listing Rule 5550(b)(2), P3 Health Partners’ Class A common stock and related warrants remain listed on The Nasdaq Stock Market.
What were the minimum standards referenced in Nasdaq Listing Rule 5550(b)?
The earlier Nasdaq notice referenced minimum standards of $2.5 million in stockholders’ equity, $35 million market value of listed securities, or $500,000 in net income from continuing operations as alternative criteria under Listing Rule 5550(b).