UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~November 2711, 2025

P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40033	85-2992794
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


2370 Corporate Circle Suite 300 Henderson, Nevada			89074
(Address of principal executive offices)			(Zip Code)

(702) 910-3950

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act


o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act


o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

PIII

The Nasdaq Stock Market LLC

Warrants exercisable for one share of Class A common stock

PIIIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On ~~August~~November 2711, 2025, P3 Health ~~Group~~Partners REACH ACO, LLC (“P3 ~~LLC~~ACO”), a wholly-owned subsidiary of P3 Health Partners Inc. (the “Company”), entered into ~~the~~an ~~Tenth~~agreement ~~Amendment~~with ~~(the~~Commonwealth ~~“Amendment”)~~Primary toCare ~~that certain Term Loan Agreement~~ACO, ~~dated~~LLC as(“CPC ofACO” ~~November 19, 2020, by~~ and ~~among~~together with P3 ~~LLC~~ACO, ~~as borrower,~~ the ~~subsidiary~~“ACOs”) ~~guarantors~~which ~~party~~resulted ~~thereto,~~in the ~~lenders~~formation ~~from~~of ~~time~~P3 toCommonwealth ~~time~~Innovation ~~party thereto~~MSO, ~~and CRG Servicing~~ LLC, asa ~~administrative~~Delaware ~~agent~~limited ~~and~~liability ~~collateral~~company ~~agent~~ (~~as amended,~~ the “~~Term Loan Agreement~~MSO”).

The ~~Amendment:~~MSO was created to engage in the management, administration, and coordination of activities on behalf of accountable care organizations intended to improve the performance and quality of the parties’ respective ACO programs. To this end, the MSO entered into a Management Services Agreement (“MSA”) with the ACOs that will govern the MSO’s oversight of shared services, financial management, compliance operations, data analytics, clinical integration, strategic planning, and related administrative and operational support for the benefit of the ACOs. The management fee to be paid by each ACO to the MSO for its services under the MSA is equal to the amount of liabilities incurred by such ACO in connection with its participation in any accountable care organization governmental program assumed and satisfied by the MSO during the term of the MSA plus a fair market value margin on such assumed liabilities. Beginning in 2026 and for each year thereafter, the MSO will also be entitled to receive from each ACO a portion of each ACO’s net shared savings as determined under the MSA.

~~•amends~~Distributions from the ~~payment~~MSO ~~structure~~ of ~~the~~available ~~Term~~net ~~Loan~~cash ~~Agreement~~flow bywill ~~extending~~be ~~the~~in ~~interest-only~~accordance ~~period~~with tothe ~~September~~members’ ~~30,~~respective ~~2026~~percentage interests, ~~extending~~with ~~the~~P3 ~~maturity~~ACO ~~date~~holding toan ~~December~~80% ~~31,~~membership ~~2027,~~interest and ~~changing~~CPC ACO holding a 20% membership interest. Management of the ~~principal~~MSO ~~payments~~is tovested in a ~~fixed~~five $(5)-person Board of Managers,~~000,000~~ ~~per~~three ~~payment~~(3) ~~date;~~of whom are designated by P3 ACO and two (2) of whom are designated by CPC ACO.

~~•changes~~After the ~~interest~~three-year ~~rate~~anniversary ~~from~~of ~~12%~~the MSO’s formation, P3 ACO has the right to ~~12%~~cause ~~through~~the ~~December~~MSO 31to redeem CPC ACO’s membership interests in the MSO. If P3 ACO does not exercise its redemption right within 90 days following the date such right is exercisable, ~~2025~~CPC ~~and~~ACO ~~15%~~has ~~thereafter;~~the right to cause the MSO to redeem its membership interests in the MSO.

~~•includes~~The ~~two~~foregoing ~~separate~~descriptions ~~Paid~~of ~~In-Kind (“PIK”) periods, replacing~~ the ~~previous~~MSO ~~single~~and ~~PIK period:~~ the ~~first~~MSA ~~PIK~~do ~~Period~~not ~~measures~~purport ~~from~~to ~~closing~~be ofcomplete ~~the~~and ~~Term~~are ~~Loan~~qualified ~~Agreement~~in ~~through~~their ~~December~~entirety ~~31,~~by ~~2024 and includes~~ the ~~option~~terms toof ~~pay 8% cash plus 4% PIK (added to~~ the ~~principal);~~MSO and the ~~second PIK Period measures from January 1~~MSA, ~~2026~~which ~~through~~will ~~December~~be ~~31,~~filed ~~2027~~as ~~and~~exhibits ~~includes~~to the ~~option~~Company’s toperiodic ~~pay 12% cash plus 3% PIK; and~~ reports.

•updates board observation rights for lender representatives.

The Amendment also includes standard conditions precedent for effectiveness and reaffirmation of existing loan obligations. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
10.1						Tenth Amendment to Term Loan Agreement, dated as of August 27, 2025, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and CRG Servicing LLC, as administrative agent and collateral agent.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			P3 Health Partners Inc.
Date:	~~August~~November 2913, 2025	By:	/s/ Leif Pedersen
			Leif Pedersen
			Chief Financial Officer

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