Mark Thierer receives 4,000 RSUs under P3 Health 2021 plan

Rhea-AI Filing Summary

P3 Health Partners reported that director Mark Thierer was granted 4,000 restricted stock units (RSUs) under the company’s 2021 Incentive Award Plan, with the award recorded on 08/06/2025. Each RSU represents the right to receive one share of Class A common stock and the RSUs vest in one year from the grant date, meaning the shares will be issued if the vesting conditions are met. The filing shows the RSUs were issued at no cash price and increased Thierer’s reported beneficial ownership to 437,121 shares, held directly. No derivative securities were reported in this filing.

Insights

Financial Analyst

TL;DR Director received 4,000 RSUs, raising direct holdings to 437,121 shares; a routine compensation grant with limited immediate market impact.

The grant of 4,000 RSUs is recorded as an acquisition under the 2021 Incentive Award Plan and vests one year from grant, converting one-for-one into Class A common shares. The award was issued at no cash consideration according to the form and increases the reporting person’s direct beneficial ownership to 437,121 shares. For investors, this is primarily a governance/retention action rather than a material financing or sale; the size of the grant relative to total reported holdings suggests limited dilution and modest alignment of interests.

Corporate Governance Expert

TL;DR Typical director equity compensation: time-based RSUs that vest in one year to align interests and support retention.

The Form 4 documents a time-based equity award—4,000 RSUs—granted to a director under the company’s Incentive Award Plan, with a one-year vesting schedule. Each RSU entitles the holder to one share when vested. The filing indicates direct beneficial ownership of 437,121 shares after the grant. From a governance perspective, annual or near-term RSU grants to non-employee directors are common practice to align incentives; the form does not disclose accelerated vesting, hedging, or derivative positions that would complicate the alignment signal.

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^*

Thierer Mark

(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		4,000(1)	A	$0	437,121	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 transaction did Mark Thierer report on Form 4 for P3 Health Partners (PIIIW)?

The Form 4 reports a grant of 4,000 restricted stock units (RSUs) to Mark Thierer recorded on 08/06/2025 under the 2021 Incentive Award Plan.

How do the RSUs awarded to Mark Thierer convert to equity?

Each RSU represents the right to receive one share of Class A common stock upon vesting; the RSUs vest one year from the grant date.

How many shares does Mark Thierer beneficially own after the reported transaction?

The filing reports that Thierer beneficially owns 437,121 shares following the RSU grant.

Was any cash paid for the RSUs in the reported transaction?

The Form 4 shows the RSUs were issued at a $0 purchase price in the reported transaction.

Were any derivative securities reported in this Form 4 for P3 Health Partners?

No derivative securities are reported in Table II of this Form 4.