PIIIW Form 4: 2,000 RSUs Awarded to Director Thomas Price

Rhea-AI Filing Summary

P3 Health Partners Inc. Director Thomas Edmunds Price was granted 2,000 restricted stock units (RSUs) on 08/06/2025. Each RSU represents a right to receive one share of Class A common stock and the award vests one year from the grant date, meaning delivery of shares occurs only after vesting. The grant was made under the company’s 2021 Incentive Award Plan and shows an acquisition at no cash price.

After the grant, the filing reports 218,561 shares beneficially owned by the reporting person on a direct basis. This transaction is a typical equity-based compensation award to a director and does not reflect an immediate sale or transfer of issued shares.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU grant aligning executive incentives; materially neutral for shareholders absent larger context.

The 2,000 RSU award to a director is a standard equity-compensation practice designed to align long-term interests. Vesting in one year creates a retention link but is relatively short compared with multi-year schedules common at larger firms. The filing shows the award is non-cash and granted under the existing 2021 Incentive Award Plan. Given the reported post-grant beneficial ownership of 218,561 shares, the incremental dilution and governance impact appear limited based on the information provided.

Equity Compensation Analyst

TL;DR: Small, time-vested RSU grant; compensation expense expected when vested but not immediately dilutive in issued shares.

This grant of 2,000 RSUs, each convertible to one share upon vesting, will be recognized as equity compensation expense over the one-year vesting period under accounting rules. The award was recorded as an acquisition at $0 per share in the Form 4, indicating a typical service-based grant rather than a purchase. Because vesting is one year, the company will record expense and potential issuance of up to 2,000 shares only if the director remains in service through the vest date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Price Thomas Edmunds

(Last) (First) (Middle)

C/O P3 HEALTH PARTNERS INC.

2370 CORPORATE CIRCLE, SUITE 300

(Street)

HENDERSON NV 89074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
P3 Health Partners Inc. [ PIII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/06/2025		A		2,000(1)	A	$0	218,561	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan. Each RSU represents a right to receive one share of Class A common stock. The RSUs vest in one year from date of grant.

Remarks:

	/s/Todd Smith, Chief Legal Officer, as attorney-in-fact	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for P3 Health Partners (PIIIW) report?

The Form 4 reports a grant of 2,000 restricted stock units (RSUs) to director Thomas Edmunds Price, each convertible to one share of Class A common stock.

When do the RSUs vest and become shares?

The RSUs vest one year from the grant date (08/06/2025), after which each RSU entitles the holder to one share of Class A common stock.

How many shares does the reporting person own after the grant?

Following the reported transaction, the filing shows the reporting person beneficially owns 218,561 shares on a direct basis.

Under what plan were the RSUs granted?

The RSUs were granted pursuant to the P3 Health Partners Inc. 2021 Incentive Award Plan.

Did the Form 4 report any cash payment for the RSUs?

No cash payment was reported; the transaction is shown as acquired at $0, indicating a service-based grant.