Every 8-K that P3 Health Partners Inc. Warrant (PIIIW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PIIIW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PIIIW filings page.
P3 Health Partners Inc. (PIII) entered into a Securities Purchase Agreement with affiliates of Chicago Pacific Founders to issue in multiple tranches up to $70 million of units consisting of Series D-1 19.5% Cumulative Preferred Stock and warrants for Class A common stock. The non-convertible Series D-1 preferred shares carry a $100 stated value, a 19.5% cumulative dividend, and rank senior to all classes of common stock for dividends and liquidation, while being redeemable by the company at $100 per share plus unpaid dividends. The accompanying warrants are exercisable for a number of common shares equal to 0.66333% of outstanding Class A and Class V stock per $1 million funded, at an exercise price equal to the Nasdaq Minimum Price on the issuance date and a seven-year term. P3 also agreed to register the resale of warrant shares and amended a letter agreement giving CPF board designation, information rights, protective provisions, and extending a 49.99% ownership standstill through December 31, 2027, with all related-party terms approved by a special committee of independent directors.
P3 Health Partners reported stronger results for the quarter ended June 30, 2026. Total revenue was $386.4 million, up 9% from the prior-year quarter, driven by 15% growth in per-member capitated revenue. At-risk membership was approximately 105,000, down 10% as the company pursued intentional network and payer rationalization, with 133,000 total lives under management including 28,000 in service arrangements.
Medical margin was $97.8 million, or $311 PMPM; excluding favorable payer settlements and prior-year development, medical margin was $52.9 million, or $168 PMPM. The company generated net income of $15.7 million, compared with a net loss of $43.7 million a year earlier. Adjusted EBITDA was $54.4 million, or $173 PMPM, versus a loss of $17.1 million, or negative $49 PMPM, in the prior-year quarter.
For full-year 2026, P3 now guides to total revenue of $1.5–$1.6 billion, medical margin of $260–$300 million (PMPM $210–$240), and Adjusted EBITDA of $80–$110 million, based on first-half performance and the impact of payer settlements and prior-year development.
P3 Health Partners Inc. disclosed that its subsidiary P3 Health Group, LLC entered into a Second Amendment to a Repurchase Promissory Note with IHC Health Services, Inc. This amendment extends the note’s maturity date to September 30, 2028 and changes the interest terms.
From June 30, 2026, the note will accrue payment-in-kind (PIK) interest at 14% per annum, meaning interest is added to the principal instead of being paid in cash as it accrues. All other terms of the note, originally dated June 28, 2019 and previously amended in 2020, remain in effect.
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.
P3 Health Partners Inc. reports actions taken to regain compliance with Nasdaq’s stockholders’ equity requirement under Listing Rule 5550(b)(1), which sets a minimum of $2.5 million in equity. The company undertook a major balance sheet recapitalization.
On April 27, 2026, about $252,479,967 of outstanding promissory notes, including principal, accrued interest and back-end fees, were exchanged into non-convertible, non-voting, non-listed preferred stock. In addition, affiliates of Chicago Pacific Founders agreed to purchase up to $70.0 million of units consisting of Series D 19.5% Cumulative Preferred Stock and warrants, of which $30.0 million of units had been sold.
The unaudited pro forma balance sheet shows long-term debt falling from $259,569 thousand to $63,907 thousand and total stockholders’ equity shifting from a deficit of $(143,548) thousand to positive equity of $82,114 thousand. The company believes it now satisfies Nasdaq’s stockholders’ equity requirement, though Nasdaq will continue to monitor ongoing compliance.
P3 Health Partners reported a sharp improvement in results for the quarter ended March 31, 2026. Total revenue was $386.4 million, up 4% year over year, as per-member revenue rose 14% helped by contract restructuring, rate progression, and illness-burden performance.
The company generated medical margin of $73.7 million, or $231 per member per month, and turned to net income of $3.0 million from a $44.2 million loss a year earlier. Adjusted EBITDA reached $25.8 million, or $81 PMPM, versus a prior-year adjusted EBITDA loss.
At-risk membership was about 106,000 members, down 10% as the company intentionally rationalized its network and payers. Reflecting stronger performance, management raised full-year 2026 adjusted EBITDA guidance to a midpoint of $40 million, within a range of $20–$60 million, on projected revenue of $1.5–$1.65 billion.
P3 Health Partners Inc. entered a major restructuring with its largest investor, Chicago Pacific Founders, to help regain compliance with Nasdaq’s stockholders’ equity requirement. About $252.48 million of promissory note debt will be exchanged into several series of non‑convertible, non‑voting cumulative preferred stock with a $100 stated value per share.
The company also agreed to sell up to $70 million of additional preferred-stock-and-warrant units, of which $10 million closed initially. The new preferred ranks senior to all common stock, carries dividend rates up to 19.5%, and is paired with long-dated warrants for Class A common shares.
P3 Health Partners Inc. reported a new multi-year services arrangement with a large nonprofit health insurer in Nebraska. Through a Statement of Work under an existing Master Services Agreement, P3 will deliver clinical, operational and data-driven support to primary care providers in the insurer’s Medicare Advantage network.
The client will pay management services fees for performance years 2026 and 2027, with the financial structure shifting to a global risk agreement starting in 2028. The Master Services Agreement runs through December 31, 2030 and then renews annually unless either party gives 180 days’ notice.
Both parties have termination rights for material breach, insolvency or change of control, and the client may also terminate on 90 days’ notice if 2026 performance metrics are not met or certain key personnel depart. If the client does not pursue a Medicare Advantage bid for 2027–2028, the Statement of Work ends and the client owes a break-up fee tied to P3’s service and termination-related costs, subject to an agreed cap. P3 will also provide termination assistance services to help transition work back to the client or its designee.
P3 Health Partners Inc. disclosed that its subsidiary, P3 Health Group, LLC, amended an existing unsecured promissory note with VBC Growth SPV 5, LLC. The amendment extends the availability period for the note’s third funding tranche, keeping the remaining $19.0 million accessible for one or more draws through June 30, 2026. All other terms of the original note dated May 29, 2025 remain unchanged, so this update primarily affects timing of access to already agreed financing rather than the total borrowing capacity.
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.