Form 4: Gregory Kazarian receives 2,000 RSUs at P3 Health Partners

Rhea-AI Filing Summary

P3 Health Partners Inc. director Gregory N. Kazarian was granted 2,000 restricted stock units (RSUs) on 08/06/2025, reported on a Form 4. Each RSU represents a right to receive one share of Class A common stock under the company’s 2021 Incentive Award Plan and the RSUs vest one year from the grant date. The award is reported with a $0 price as an equity grant and is coded as an acquisition.

After the grant Mr. Kazarian is reported to directly beneficially own 218,561 shares of Class A common stock. The Form 4 was signed by an attorney-in-fact on 08/08/2025. No derivative securities are reported in Table II of the filing.

Insights

Corporate Governance Expert

TL;DR: Small RSU award to a director increases direct holdings to 218,561 shares; vests in one year and was reported on Form 4.

The disclosure documents a routine director equity award: 2,000 RSUs granted under the 2021 Incentive Award Plan, each convertible to one share and vesting in one year. The filing shows direct beneficial ownership of 218,561 shares post-grant and records the acquisition at $0 as an award. This appears to be a standard compensation-related grant rather than a market purchase or sale; the filing contains no derivative transactions. From a governance perspective, the award signals alignment with equity compensation practices but is modest in size relative to the reported holdings and does not, by itself, indicate a material change in ownership or control.

Compensation Analyst

TL;DR: The 2,000 RSU grant vests after one year; economically it is a time-based award with limited immediate dilution or cash impact.

The grant is recorded as restricted stock units that vest one year from the grant date and are reported at a $0 issuance price, consistent with typical time-based RSU awards. The increment of 2,000 shares is small relative to the reported direct holdings of 218,561 shares, implying limited near-term dilution and modest incremental executive equity retention. The Form 4 shows no related option or derivative activity. This looks like routine compensation administration rather than a performance-triggered or transaction-driven event.

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^*

Kazarian Gregory N.

(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 transaction was reported for P3 Health Partners (PIII)?

The Form 4 reports a grant of 2,000 restricted stock units (RSUs) to director Gregory N. Kazarian on 08/06/2025.

How many shares does Gregory N. Kazarian own after the reported transaction?

Following the grant the filing reports Gregory N. Kazarian as directly owning 218,561 shares of Class A common stock.

When do the RSUs vest and what do they convert into?

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

What price was reported for the RSU award in the filing?

The award is reported at a $0 price, reflecting an equity grant rather than a cash purchase.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by an attorney-in-fact, Todd Smith, on 08/08/2025.