[8-K] P3 Health Partners Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

P3 Health Partners disclosed an amendment to its Term Loan Agreement that revises payment timing, interest, and Paid-In-Kind (PIK) options while reaffirming existing loan obligations. The amendment extends the interest-only period to September 30, 2026 and pushes the loan maturity to December 31, 2027. Principal payments are changed to a fixed $5,000,000 on each payment date. The stated interest rate remains 12% through December 31, 2025 and then increases to 15% thereafter. The amendment replaces one PIK period with two: from closing through December 31, 2024 the borrower may pay 8% cash plus 4% PIK; from January 1, 2026 through December 31, 2027 the option is 12% cash plus 3% PIK. The amendment also updates board observation rights for lender representatives and includes standard conditions precedent for effectiveness.

Positive

• Extended interest-only period to September 30, 2026, which reduces near-term cash principal outflows
• Maturity extended to December 31, 2027, lowering immediate refinancing pressure
• Fixed principal payment structure of $5,000,000 per payment date provides predictability

Negative

• Interest rate increases from 12% to 15% after December 31, 2025, raising long-term financing cost
• PIK options (4% and 3% added to principal in respective periods) can compound principal and increase leverage
• Enhanced lender rights with updated board observation may limit managerial flexibility

Insights

Credit Analyst

TL;DR: The amendment eases near-term cash outflow but raises long-term financing cost and formalizes lender oversight.

The extension of the interest-only period to September 30, 2026 and fixed $5,000,000 principal installments reduce immediate principal burden, improving short-term liquidity flexibility. However, the step-up from 12% to 15% interest after December 31, 2025 materially increases financing cost if the higher rate applies for a prolonged period. The dual PIK structure shifts some cash interest to added principal during specified intervals, which preserves cash today but increases future principal outstanding. Updated board observation rights strengthen lender governance. Overall, the amendment trades short-term relief for higher total interest expense and potential balance growth.

Risk Analyst

TL;DR: The changes lower immediate repayment pressure yet heighten rollover and interest-rate risk over the extended term.

Extending maturity to December 31, 2027 reduces near-term refinancing risk but extends exposure to credit and market conditions. The higher 15% rate after 2025 and optional PIK compounding can materially increase leverage and interest burden, especially if cash generation does not improve. Board observation rights indicate increased lender monitoring, which could constrain strategic flexibility. The amendment appears to be a pragmatic concession to secure covenant stability, but it increases long-term credit cost and balance-sheet risk.

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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): August 27, 2025

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 August 27, 2025, P3 Health Group, LLC (“P3 LLC”), a subsidiary of P3 Health Partners Inc. (the “Company”) entered into the Tenth Amendment (the “Amendment”) to that certain Term Loan Agreement, dated as of November 19, 2020, by and among P3 LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto, and CRG Servicing LLC, as administrative agent and collateral agent (as amended, the “Term Loan Agreement”).

The Amendment:

•amends the payment structure of the Term Loan Agreement by extending the interest-only period to September 30, 2026, extending the maturity date to December 31, 2027, and changing the principal payments to a fixed $5,000,000 per payment date;

•changes the interest rate from 12% to 12% through December 31, 2025 and 15% thereafter;

•includes two separate Paid In-Kind (“PIK”) periods, replacing the previous single PIK period: the first PIK Period measures from closing of the Term Loan Agreement through December 31, 2024 and includes the option to pay 8% cash plus 4% PIK (added to the principal); and the second PIK Period measures from January 1, 2026 through December 31, 2027 and includes the option to pay 12% cash plus 3% PIK; and

•updates board observation rights for lender representatives.

The Amendment also includes standard conditions precedent for effectiveness and reaffirmation of existing loan obligations. 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						Tenth Amendment to Term Loan Agreement, dated as of August 27, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and CRG Servicing LLC, as administrative agent and collateral agent.
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:			August 29, 2025			By:			/s/ Leif Pedersen
									Leif Pedersen
									Chief Financial Officer

FAQ

What key payment timing changes did PIIIW disclose in the 8-K?

The amendment extends the interest-only period to September 30, 2026, sets fixed principal payments of $5,000,000 per payment date, and extends the maturity to December 31, 2027.

How does the interest rate change under the amended Term Loan Agreement?

The interest rate remains 12% through December 31, 2025 and increases to 15% thereafter.

What are the new Paid-In-Kind (PIK) provisions in the amendment?

There are two PIK periods: through December 31, 2024 the borrower may pay 8% cash plus 4% PIK; from January 1, 2026 through December 31, 2027 the option is 12% cash plus 3% PIK.

Does the amendment change lender governance rights?

Yes, the amendment updates board observation rights for lender representatives, enhancing lender oversight.

Does the amendment modify or replace existing loan obligations?

The filing states the amendment includes standard conditions precedent for effectiveness and a reaffirmation of existing loan obligations.