PIII Form 4: Mary Tolan Receives 2,000 RSUs; Direct Holdings 218,561

Rhea-AI Filing Summary

Mary A. Tolan, a director of P3 Health Partners Inc., was granted 2,000 restricted stock units (RSUs) under the company 2021 Incentive Award Plan on 08/06/2025. Each RSU represents a right to receive one share of Class A common stock and the awards vest one year from the grant date. The grant was recorded with a reported price of $0. After the issuance, Ms. Tolan beneficially owns 218,561 shares of Class A common stock in a direct ownership form. The transaction was reported on a Form 4 as an acquisition by a reporting person who is a director.

Insights

Securities Analyst

TL;DR: Routine director equity grant of 2,000 RSUs increases direct holdings to 218,561 shares; appears non-cash and time‑vesting.

The Form 4 discloses a standard equity-compensation event: a grant of 2,000 RSUs with a $0 reported price that convert one-for-one into Class A common shares and vest in one year. This is a common mechanism to align a director with shareholder interests while preserving cash. The report shows the resulting direct beneficial ownership of 218,561 shares. Absent additional context on outstanding share count or materiality thresholds in the filing, this appears routine rather than company-changing.

Corporate Governance Expert

TL;DR: Standard governance practice: director compensation via time‑based RSUs; vesting schedule disclosed, ownership updated on Form 4.

The disclosure follows expected governance protocol: the grant is made under the 2021 Incentive Award Plan and includes a one‑year vesting period, which is a typical retention structure for board members. The Form 4 correctly reports acquisition code and post‑grant direct ownership of 218,561 shares. No other governance events or compensatory anomalies are disclosed in this filing.

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^*

TOLAN MARY A

(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

Who reported the transaction on the Form 4 for P3 Health Partners (PIII)?

The reporting person is Mary A. Tolan, identified in the filing as a director of P3 Health Partners Inc.

What equity award was granted to Mary A. Tolan?

She was granted 2,000 restricted stock units (RSUs) under the P3 Health Partners Inc. 2021 Incentive Award Plan.

When was the transaction dated and what is the vesting schedule?

The transaction date is 08/06/2025 and the RSUs vest one year from the date of grant.

How many shares does Mary A. Tolan beneficially own after the grant?

Following the reported transaction, she beneficially owns 218,561 shares of Class A common stock in a direct form.

Was there a purchase price for the RSUs?

The grant is reported with a price of $0, consistent with a compensatory restricted stock unit award.