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

Rhea-AI Filing Summary

Insights

Corporate Governance Analyst

CEO joins board after founder resigns—shifts independence mix but leaves management unchanged.

What happened: The filing reports Dr. Sherif Abdou resigned from P3 Health Partners’ board on 2 July 2025. On 8 July 2025 the board filled the vacancy by appointing current Chief Executive Officer Dr. Aric Coffman as a Class I director through 2028.

Governance implications: The board loses an outside member and gains an inside member, lowering the independent-director ratio. The company states Dr. Coffman is not independent and will not join board committees. No special arrangements or extra pay were granted, so cash cost is nil.

Why it matters: Independence is a key Nasdaq listing metric; the change could tighten the margin by which the board meets required independent-director thresholds, potentially limiting committee staffing flexibility. Operational control remains stable because Dr. Coffman already runs day-to-day business as CEO.

Investor takeaway: Governance profile shifts slightly toward management control without affecting current strategy or finances. The impact is therefore viewed as neutral.

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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): July 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2025, Dr. Sherif Abdou informed the Board of Directors (the “Board”) of P3 Health Partners Inc. (the “Company”) of his resignation from the Board effective as of the same date. Dr. Abdou’s previously announced transition services agreement with the Company expired on April 30, 2025 and such services have been concluded. On that same day the Nominating Committee of the Board provided the Board with its unanimous recommendation that Dr. Aric Coffman be appointed to fill the vacancy created by Dr. Abdou’s resignation.

On July 8, 2025, the Board unanimously approved the appointment of Dr. Coffman. Dr. Coffman will serve as a Class I director with a term expiring in 2028.

There are no arrangements or understandings between Dr. Coffman and the Company, or any other person, pursuant to which he was selected as a director. Dr. Coffman does not qualify as an independent director under applicable exchange listing standards because of Dr. Coffman’s employment as Chief Executive Officer of the Company, and as a result, Dr. Coffman is not expected to serve on any Board committees.

Dr. Coffman, as Chief Executive Officer of the Company, will not receive additional compensation for his service on the Board.

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:			July 9, 2025			By:			/s/ Aric Coffman, M.D.
									Aric Coffman, M.D.
									Chief Executive Officer