P3 Health Partners (PIII) Registration filing summary

Company overview and business model

• Patient-centered, physician-led population health management through the P3 Care Model; payor contracts provide monthly payments to manage attributed members’ total healthcare needs.

• Global-risk contracts generally provide a percentage of Medicare Advantage premiums; delegated arrangements pay monthly, and physician partners share savings from improved quality and lower costs.

• As of June 30, 2026: ~2,100 physicians across 26 counties in five states served ~104,400 at-risk members; formed in 2017, with the first at-risk contract effective Jan. 1, 2018.

Financial performance and metrics

• Historical net losses, expected to continue for the foreseeable future; management identified substantial doubt about the ability to continue as a going concern.

• BDO USA’s report on the FY2025 and FY2024 consolidated financial statements includes an explanatory paragraph regarding going concern.

• Outstanding preferred stock at Oct. 12, 2026 included Series A at 13.5%, Series B at 17.5%, and Series C, D and D-1 at 19.5%; dividends are cumulative and compound annually.

Use of proceeds and capital allocation

• No proceeds from selling-stockholder resales; up to ~$167.9 million in aggregate proceeds if all registered warrants are exercised for cash.

• Net warrant-exercise proceeds, if any, are expected to fund continued growth and general corporate purposes; management has broad discretion, and cash exercise is not assured.

• Registration costs are borne by the issuer; selling stockholders bear their underwriting discounts, commissions and selling expenses.