P3 Health Partners (PIII) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with voting available online, by phone, or by mail.

• Four main proposals will be presented: election of three Class I directors, ratification of the independent auditor, advisory approval of executive compensation, and approval of share issuance related to warrants.

• Only stockholders of record as of April 10, 2025, are entitled to vote.

• A 1-for-50 reverse stock split was effectuated on April 11, 2025, and all share information is adjusted accordingly.

Voting matters and shareholder proposals

• Proposal 1: Elect Sherif Abdou, Greg Kazarian, and Greg Wasson as Class I Directors until 2028.

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for 2025.

• Proposal 3: Advisory (non-binding) approval of named executive officer compensation.

• Proposal 4: Approve issuance of up to 1,428,129 shares of Class A common stock upon exercise of warrants held by VBC Growth SPV 4, LLC, in accordance with Nasdaq rules.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes, with annual elections for expiring terms.

• Majority of directors are independent per Nasdaq standards.

• Board leadership is separated, with an independent Chair and regular executive sessions.

• Chicago Pacific Founders, as principal stockholder, has rights to designate an additional independent director if ownership exceeds 40%.

• Board committees include Audit and Compensation & Nominating, each with defined charters and independent membership.