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): ~~November~~February 2111, ~~2025~~2026

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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~November~~February 2111, ~~2025~~2026, P3 Health ~~Partners~~Group, ~~Inc.~~LLC (the “Company”) ~~received~~entered ainto ~~letter~~an ~~(the~~Amendment ~~“Letter”)~~to ~~from~~Unsecured ~~the~~Promissory ~~staff~~Note ~~of the Listing Qualifications Department~~ (the “~~Staff~~Amendment”) ofwith ~~The~~VBC ~~Nasdaq~~Growth ~~Stock~~SPV ~~Market~~5, LLC (~~“Nasdaq”), which notified~~ the ~~Company that it does not presently comply with Nasdaq’s Listing Rule 5550(b)(1) (the~~ “~~Listing Rule~~Holder”), ~~which~~amending ~~requires that~~ the ~~Company~~terms ~~maintain a minimum~~ of ~~$2.5 million in stockholders’ equity, and that~~ the ~~Company~~Unsecured ~~also~~Promissory ~~does~~Note ~~not~~originally ~~meet~~dated ~~the~~May ~~alternatives~~29, of2025 ~~market value of listed securities or net income from continuing operations set forth in~~ (the ~~Listing Rule~~“Note).

The ~~Letter~~Amendment ~~does~~modifies ~~not~~Section ~~have~~1, ~~any~~clause ~~immediate~~(a)(iii) ~~effect on the listing~~ of the ~~Company’s~~Note ~~common~~to ~~stock~~extend orthe ~~warrants~~availability onperiod ~~Nasdaq,~~for ~~and~~ the ~~Company~~third ~~has~~tranche 45of ~~calendar days to submit a plan to regain compliance~~funding. IfUnder the ~~Company’s plan is accepted~~Amendment, the ~~Staff~~remaining ~~may grant an extension of up to 180 calendar days from November 21, 2025 to evidence compliance~~$19.0 ~~After~~million ~~review~~ of the ~~plan~~third oftranche ~~compliance,~~is ~~the~~available ~~Staff~~for ~~will~~one ~~provide~~or ~~written~~more ~~notification~~draws tothrough ~~the~~June ~~Company as to whether it accepts the plan~~30, ~~and~~2026. ifExcept ~~the~~as ~~Staff~~modified ~~does~~by ~~not accept~~ the ~~plan~~Amendment, ~~the~~all ~~Company~~other ~~would~~terms ~~then~~and beprovisions ~~entitled~~of ~~to appeal~~ the ~~Staff’s~~Note ~~determination~~remain toin ~~the~~full ~~Nasdaq~~force ~~Hearings~~and ~~Panel~~effect. ~~There can be no assurance that any such appeal would be successful.~~

The ~~Company~~foregoing ~~intends~~description toof ~~submit its plan to remediate~~ the ~~listing~~Amendment ~~qualification~~does ~~deficiency~~not ~~within~~purport ~~the~~to ~~required~~be ~~timeframe~~complete and is ~~actively~~qualified ~~pursuing~~in ~~the~~its ~~steps~~entirety ~~necessary~~by ~~to restore compliance. Management firmly believes in~~ the ~~long-term~~terms ~~value-creation opportunity~~ of the ~~business~~Amendment, ~~and~~a ~~remains~~copy ~~committed~~of towhich ~~executing~~is ~~against~~filed ~~the~~herewith ~~initiatives~~as ~~that~~Exhibit ~~support~~10.1 ~~sustainable~~and ~~growth~~is ~~and~~incorporated ~~achieving~~herein ~~profitability~~by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
10.1						Amendment to Unsecured Promissory Note, dated as of February 11, 2026, by and among P3 Health Group, LLC and VBC Growth SPV 5, LLC.
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:	~~November~~February 2817, ~~2025~~2026	By:	/s/ Leif Pedersen
			Leif Pedersen
			Chief Financial Officer

Filing Compare · P3 Health Partners Inc.