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PIII on Nasdaq

P3 Health Partners Inc.

P3 Health Partners Inc. is an American health services company, incorporated in Delaware.1 It is headquartered in Chicago, Illinois.1 Its shares trade on Nasdaq under the symbol PIII.1

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Last updated Oct 21, 2026.

Overview

$1.5BRevenue, fiscal 20252
-$147.9MNet income, fiscal 20252

Compare with LifeStance Health Group, Inc., Privia Health Group, Inc. or InnovAge Holding Corp., or pick any stock.

  • TickerPIII on Nasdaq1
  • IndustryServices-Health Services1
  • HeadquartersChicago, Illinois1
  • Incorporated inDE3
  • Business address2045 W Grand Ave Ste B, Pmb # 82152, Chicago, Il 60612-15773
  • Filer categoryNon-accelerated filer, Smaller reporting company3

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We were incorporated in Delaware as Foresight Acquisition Corp. (“Foresight”) on August 20, 2020. On December 3, 2021 (the “Closing Date”), we completed the Business Combinations (defined and discussed more fully below) with P3 Health Group Holdings, LLC, a Delaware limited liability company (“P3 Health Group Holdings”) and we changed our name to P3 Health Partners Inc. Following the Business Combinations, we are organized in an “Up-C” structure, in which P3 Health Partners Inc. is the sole manager of P3 Health Group, LLC and directly owns approximately 46% of P3 Health Group, LLC as of December 31, 2025. Substantially all of the Company’s assets are held and operations are conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-18.5%Operating margin2
-10.1%Net margin2
-2.8%Revenue growth, 20252

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Capitated Revenue brought in 98% of the revenue P3 Health Partners Inc. broke down this way in fiscal 2025.

  1. Capitated Revenue$1.4B298%down 4% from 2024
  2. Health Care Incentive Fees$16.2M21%up 4457% from 2024
  3. Health Care Coordination Management Fees$10.8M21%up 2% from 2024
  4. Health Care Clinical Fees Insurance Revenue$3.1M20%down 49% from 2024
Products and services by year
Products and services20242025
Capitated Revenue$1.5B$1.4B
Health Care Incentive Fees$356.0K$16.2M
Health Care Coordination Management Fees$10.6M$10.8M
Health Care Clinical Fees Insurance Revenue$5.9M$3.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$1.5B
  • Income tax0¢$2.0M

Out of $1.5B in revenue.2 The company lost money this year.

Financial statements

Revenue6782$1.5B in 2025+903% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $145.5M$145.5M20192020: $491.1M$491.1M2020+238%2022: $1.0B$1.0B2022+114%2023: $1.3B$1.3B2023+21%2024: $1.5B$1.5B2024+18%2025: $1.5B$1.5B2025−3%
Operating income6782-$270.3M in 2025+584% since 2019
-$2.0B-$1.5B-$1.0B-$500.0M02019: -$39.5M-$39.5M20192020: -$28.6M-$28.6M2020−28%2022: -$1.6B-$1.6B2022+5360%2023: -$167.9M-$167.9M2023−89%2024: -$320.7M-$320.7M2024+91%2025: -$270.3M-$270.3M2025−16%
Net income6782-$147.9M in 2025+252% since 2019
-$300.0M-$200.0M-$100.0M02019: -$42.0M-$42.0M20192020: -$31.4M-$31.4M2020−25%2022: -$270.1M-$270.1M2022+760%2023: -$57.8M-$57.8M2023−79%2024: -$135.8M-$135.8M2024+135%2025: -$147.9M-$147.9M2025+9%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
TOTAL OPERATING REVENUE$1.5B$1.5B
Medical expense$1.5B$1.6B
Premium deficiency reserve$18.7M$53.7M
Corporate, general and administrative expense$106.3M$112.6M
Sales and marketing expense$918.0K$1.3M
Depreciation and amortization$84.2M$86.1M
Impairment of assets held for sale$0$8.1M
TOTAL OPERATING EXPENSE$1.7B$1.8B
OPERATING LOSS-$270.3M-$320.7M
Interest expense, net-$55.0M-$22.2M
Mark-to-market of stock warrants$7.8M$22.1M
Other-$3.4M$1.5M
TOTAL OTHER INCOME (EXPENSE)-$50.8M$14.7M
Gain (Loss) on Disposition of Assets-$162.0K$13.3M
LOSS BEFORE INCOME TAXES-$321.1M-$306.0M
INCOME TAX PROVISION-$2.0M-$4.4M
NET LOSS-$323.1M-$310.4M
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST-$175.1M-$174.5M
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST-$147.9M-$135.8M
Basic (in dollars per share)-$45.26-$46.78
Diluted (in dollars per share)-$45.26-$54.06
Basic (in shares)3.3M shares2.9M shares
Diluted (in shares)3.3M shares2.9M shares

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Corporate structure

P3 Health Partners Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of P3 Health Partners Inc.

  • P3 Health Partners Inc. Chicago, Illinois
    • P3 Health Partners-Nevada, LLC Subsidiary · Delaware, United States
    • P3 Health Partners-Oregon LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What P3 Health Partners Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$11.7M2 Dec 31, 2025$12.6M2 Dec 31, 2024−7.2%
Accumulated depreciation$8.3M2 Dec 31, 2025$6.8M2 Dec 31, 2024+21.1%
Property and equipment, net$3.4M2 Dec 31, 2025$5.7M2 Dec 31, 2024−41.2%
Operating-lease assets (leased space)$12.5M2 Dec 31, 2025$12.9M2 Dec 31, 2024−3.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$25.0M2 Dec 31, 2025$38.8M2 Dec 31, 2024−35.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$492.4M2 Dec 31, 2025$574.4M2 Dec 31, 2024−14.3%
Accumulated amortization$338.2M2 Dec 31, 2025$256.2M2 Dec 31, 2024+32.0%

Properties, in its own words

As of December 31, 2025, our principal executive office is located in Henderson, NV, where we occupy facilities totaling approximately 35,000 square feet, primarily under a lease that expires in July 2030. We use this facility principally for corporate activities. We also lease offices in Tucson, AZ; Las Vegas, NV; Salem, OR; and Stockton, CA. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.

Item 2 of the 10-K filed Mar 26, 2026.5

Leadership

Who has led P3 Health Partners Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Michael Balkin2021
  2. Sherif Abdou2021–2024

Chief financial officer

  1. Gerald Muizelaar2021
  2. Eric Atkins2021
  3. Erin Darakjian2022
  4. Atul Kavthekar2022–2023
2025
Board members and other officers (14)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • P3 Health Partners, LLC Delaware4
  • P3 Health Partners-Nevada, LLC Delaware4
  • P3 Health Partners-Oregon LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Foresight Acquisition Corp.Nov 19, 2020 to Dec 3, 20213

Timeline

  1. Sep 11, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed31
  2. Aug 10, 20268-K Results of operations32
  3. Jul 6, 20268-K Entered a material agreement33
  4. Jun 10, 20268-K Shareholder vote34
  5. May 26, 20268-K Listing notice or transfer35
  6. May 15, 20268-K Listing notice or transfer; Other events36
  7. May 14, 20268-K Results of operations37
  8. Apr 28, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed38
  9. Mar 26, 20268-K Results of operations39
  10. Mar 25, 20268-K Entered a material agreement40
  11. Feb 17, 20268-K Entered a material agreement41
  12. Nov 28, 20258-K Listing notice or transfer42
  13. Dec 7, 2021New chief executive Sherif Abdou becomes CEO15
  14. Feb 9, 2021New chief executive Michael Balkin becomes CEO14

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202643

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results32
  2. May 14, 2026Reported quarterly or annual results37
  3. Mar 26, 2026Reported quarterly or annual results39
  4. Nov 14, 2025Reported quarterly or annual results44
  5. Aug 14, 2025Reported quarterly or annual results45
  6. May 15, 2025Reported quarterly or annual results46
  7. Mar 27, 2025Reported quarterly or annual results47
  8. Nov 12, 2024Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

352 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 74 major events, 116 insider forms, 38 large holders, 102 other. The latest 20:

  1. Oct 15, 2026S-3 EDGAR
  2. Sep 11, 20268-K EDGAR
  3. Aug 14, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Aug 12, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Aug 12, 2026SCHEDULE 13D/A EDGAR
  6. Aug 10, 202610-Q EDGAR
  7. Aug 10, 20268-K EDGAR
  8. Jul 6, 20268-K EDGAR
  9. Jun 12, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Jun 10, 20268-K EDGAR
  11. May 26, 20268-K EDGAR
  12. May 18, 20264 EDGAR
  13. May 15, 20268-K EDGAR
  14. May 14, 202610-Q EDGAR
  15. May 14, 20268-K EDGAR
  16. Apr 30, 2026DEFA14A EDGAR
  17. Apr 30, 2026DEF 14A EDGAR
  18. Apr 28, 20268-K EDGAR
  19. Apr 20, 2026PRE 14A EDGAR
  20. Apr 3, 2026S-8 EDGAR

The 352 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

54 open-market trades by officers, directors and large owners since October 2021: 53 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 10, 2026Hudson Vegas Investment Manager, LLC10% ownerSale50,000$16.48$823.9KForm 4
Sep 13, 2024CPF III-A PT SPV, LLC10% ownerBuy80,000$0.50$40.0KForm 4
Sep 12, 2024CPF III-A PT SPV, LLC10% ownerBuy80,000$0.52$41.6KForm 4
Sep 11, 2024Chicago Pacific Founders GP III, L.P.10% ownerBuy80,000$0.56$44.8KForm 4
Sep 10, 2024Chicago Pacific Founders GP III, L.P.10% ownerBuy80,000$0.52$41.6KForm 4
Sep 9, 2024Chicago Pacific Founders GP III, L.P.10% ownerBuy80,000$0.53$42.4KForm 4
Sep 6, 2024Chicago Pacific Founders UGP III, LLC10% ownerBuy80,000$0.49$39.2KForm 4
Sep 5, 2024Chicago Pacific Founders UGP III, LLC10% ownerBuy80,000$0.49$39.2KForm 4
Sep 4, 2024Chicago Pacific Founders UGP III, LLC10% ownerBuy80,000$0.49$39.2KForm 4
May 24, 2024LEAVITT LEGACY, LLC10% ownerBuy7,974,481Form 4
Sep 14, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.52$226.8KForm 4
Sep 13, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.65$238.5KForm 4
Sep 13, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.65$238.5KForm 4
Sep 12, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.63$236.7KForm 4
Sep 12, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.63$236.7KForm 4
Sep 11, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.52$226.8KForm 4
Sep 11, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.34$210.6KForm 4
Sep 11, 2023CPF III-A PT SPV, LLC10% ownerBuy90,000$2.52$226.8KForm 4
Sep 11, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.34$210.6KForm 4
Sep 7, 2023CPF III PT SPV, LLC10% ownerBuy90,000$2.06$185.4KForm 4

All 54 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Aric CoffmanChief Executive Officer and President53$750.0K61
2025Amir BacchusChief Medical Officer62$600.0K61
2025Leif PedersenChief Financial Officer50$440.0K$461.7K61
2024Aric CoffmanChief Executive Officer and President53$470.2K$9.4M61
2024Leif PedersenChief Financial Officer50$138.8K$679.6K61
2024Amir BacchusChief Medical Officer62$600.0K61
2023Amir BacchusChief Medical Officer62$600.0K$1.0M61

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Jane Street Group, LLC54,495$588.5K0.0%New
Vanguard Capital Management LLC41,484$448.0K0.0%−29,143
MYDA Advisors LLC20,000$216.0K0.1%New
Corient Private Wealth LP19,737$213.2K0.0%−100
Geode Capital Management, LLC17,096$184.7K0.0%−8,804
Scientech Research LLC16,318$176.2K0.1%New
Abundance Wealth Counselors16,000$172.8K0.0%New
Renaissance Technologies LLC15,149$163.6K0.0%New
Diversified Trust Co13,440$145.2K0.0%−6,876
BlackRock, Inc.7,637$82.5K0.0%−3,283
Vanguard Fiduciary Trust Co6,477$70.0K0.0%No change
Morgan Stanley2,820$30.5K0.0%New
UBS Group AG2,328$25.1K0.0%+488
Tower Research Capital LLC (TRC)540$5.8K0.0%New
Vanguard Global Advisers, LLC308$3.3K0.0%No change
Royal Bank Of Canada298$3.0K0.0%+296
Hrt Financial LP54,717$5900.0%+39,625
Bnp Paribas Financial Markets36$3890.0%No change
Jpmorgan Chase & Co19$2270.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How P3 Health Partners Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARP3 Health Partners Inc.1
  • CIK0001832511
  • Employer ID (EIN)85-29927945
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8000 Services-Health Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address2045 W Grand Ave Ste B, Pmb # 82152, Chicago, IL 60612-15771
  • Phone312-822-88971
  • Shares outstanding3,294,290 Common Class A shares; 3,919,124 Common Class B shares as of Mar 12, 20265
  • Public float$11.2M as of Jun 30, 20245
  • AuditorBDO USA, P.C., Las Vegas, Nevada PCAOB ID 243; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceNov 19, 20201
  • Filings401 in all: 4 (80), 8-K (80), 424B3 (28), 3 (25), 4/A (19), DEFA14A (19), 10-Q (17), SC 13G/A (12)1
    All 42 form types

    CORRESP (11), UPLOAD (11), SC 13D/A (10), EFFECT (9), SC 13G (8), 10-K (6), DEF 14A (6), POS AM (6), NT 10-Q (5), S-8 (5), SC 13D (5), NT 10-K (4), S-1/A (4), PRE 14A (3), S-1 (3), S-3 (3), SCHEDULE 13D/A (3), 3/A (2), PRER14A (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 424B4 (1), 425 (1), 8-A12B (1), 8-K/A (1), AW (1), CERT (1), DEFM14A (1), DRS (1), POS EX (1), PREM14A (1), S-8 POS (1), SC TO-C (1)

  • Latest filingsAnnual report (10-K) Mar 26, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per sharePIIIThe Nasdaq Stock Market LLC
Warrants exercisable for oneshare of Class A common stockPIIIWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks P3 Health Partners Inc. names in Item 1A of its 10-K filed Mar 26, 2026: 62 risks under these headings, as written.5

  • Risks Related to Our Business and Financial Results
  • Our management has performed an analysis of our ability to continue as a going concern and has identified substantial doubt about our ability to continue as a going concern.
  • If our affiliated physician groups and Restricted Knox-Keene licensed health plans are not able to satisfy California regulations related to financial solvency and operational performance, they could become subject to sanctions, and their ability to do business in California could be limited or terminated.
  • Risks Related to Our Operating History
  • We have a history of net losses. We expect to continue to incur losses for the foreseeable future and we may never achieve or maintain profitability.
  • Our business and the markets in which we operate are rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • Our relatively limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • We may not be able to maintain compliance with our debt covenants in the future which could result in an event of default.
  • We may not recognize the anticipated benefits of recent and future acquisitions or dispositions and any such transactions could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
  • A significant portion of our assets consists of other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
  • We may need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations.
  • Risks Related to Our Business and Industry
The other 53 risks
  • Pandemics or epidemics have impacted, and may in the future impact, our operations and may materially and adversely affect our business and financial results.
  • We rely on our management team and key employees and our business, financial condition, cash flows and results of operations could be harmed if we are unable to retain qualified personnel.
  • Our growth depends in part on our ability to identify and develop successful new geographies, physician partners, payors and patients. If we are not able to successfully execute upon our growth strategies, there may be a material adverse effect on our business, financial condition, cash flows and results of operations.
  • If growth in the number of patients and physician partners on our platform decreases, or the number of services that we are able to provide to physician partners and members decreases, due to legal, regulatory, economic or business developments, our business, financial condition and results of operations will be harmed.
  • If the estimates and assumptions we use to project the size, revenue or medical expense amounts of our target geographies are inaccurate or the cost of providing services exceeds the amounts received by us, our future growth prospects may be impacted, and we may generate losses or fail to attain financial performance targets.
  • We primarily depend on reimbursement by third-party payors, as well as payments by individuals, which could lead to delays, uncertainties and disagreements regarding the timing and process of reimbursement, including any changes or reductions in Medicare reimbursement rates or rules.
  • The termination or non-renewal of the Medicare Advantage contracts held by the health plans with which we contract, or the termination or nonrenewal of our contracts with those plans, could have a material adverse effect on our revenue and operations.
  • We are dependent on our affiliated professional entities and other physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts.
  • Reductions in the quality ratings of the health plans we serve could have a material adverse effect on our business, results of operations, financial condition and cash flows.
  • We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed.
  • Our future growth and the success of our business will depend in large part upon the effectiveness and efficiency of our marketing efforts, and our ability to develop brand awareness cost-effectively.
  • Developments affecting spending by the healthcare industry could adversely affect our business.
  • We and our affiliated professional entities and other physician partners may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if the claims are not covered by insurance.
  • If we or our affiliated professional entities or other physician partners fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.
  • Our business and operations would suffer in the event of information technology system failures, security breaches, cyberattacks or other deficiencies in cybersecurity.
  • Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations.
  • Any future litigation against us could be costly and time-consuming to defend.
  • Changes in U.S. tax laws, and the adoption of tax reform policies or changes in tax legislation or policies in jurisdictions outside of the United States, could adversely affect our operating results and financial condition.
  • Our quarterly results may fluctuate significantly, which could adversely impact the value of our Class A common stock and publicly traded warrants.
  • Our only significant asset is the ownership of a minority of the economic interest in P3 LLC, and such ownership may not be sufficient to generate the funds necessary to meet our financial obligations or to pay any dividends on our Class A common stock.
  • Our business could be adversely impacted by climate change, extreme weather conditions and natural disasters.
  • Changes in laws and regulations related to AI Technologies could adversely affect our products, services, and results of operations.
  • Risks Related to Our Legal and Regulatory Environment
  • We conduct business in a heavily regulated industry and if we fail to adhere to all of the complex government laws and regulations that apply to our business, we could incur fines or penalties or be required to make changes to our operations or experience adverse publicity, any or all of which could have a material adverse effect on our business, results of operations, financial condition, cash flows, and reputation.
  • If any of our affiliated professional entities, other physician partners or owned or managed clinics lose their regulatory licenses, permits, accreditations and/or registrations, as applicable, or become ineligible to receive reimbursement under Medicare, Medicaid or other third-party payors, there may be a material adverse effect on our business, financial condition, cash flows, or results of operations.
  • If our arrangements with our affiliated professional entities and other physician partners are found to constitute the improper rendering of medical services or fee splitting under applicable state laws, our business, financial condition and our ability to operate in those states could be adversely impacted.
  • We face inspections, reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation.
  • Our records and submissions to a health plan may contain inaccurate or unsupportable information regarding risk adjustment scores of members, which could cause us to overstate or understate our revenue and subject us to various penalties.
  • The impact of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations.
  • The evolving regulation of value-based reimbursement models and regulation, licensure and oversight by state regulatory authorities as a risk-bearing entity may have a material adverse effect on our operations.
  • Regulatory proposals directed at containing or lowering the cost of healthcare, including ACO REACH, and our participation, voluntary or otherwise, in such proposed models, could impact our business, financial condition, cash flows and operations.
  • Risks Related to Ownership of Our Common Stock
  • Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our securities.
  • Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations, and stock price and may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock and your investment.
  • We cannot predict the impact our dual-class structure may have on the stock price of our Class A common stock.
  • Delaware law and our certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • The Sponsor, its affiliates and representatives, non-employee directors and other non-employee stockholders of the Company are not limited in their ability to compete with us, and the corporate opportunity provisions in our certificate of incorporation could enable such persons to benefit from corporate opportunities that might otherwise be available to us, which presents potential conflicts of interest.
  • The provision of our certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
  • An active, liquid trading market for our Class A common stock may not be sustained.
  • There may be sales of a substantial amount of our Class A common stock in future by our stockholders, and these sales could cause the price of our Class A common stock to fall.
  • Risks Related to Our Warrants
  • Our warrants may have an adverse effect on the market price of our Class A common stock.
  • We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to our stockholders, thereby making the Public Warrants worthless to our stockholders.
  • Certain of our warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results.
  • Risks Related to the Tax Receivable Agreement
  • Our sole material asset is our interest in P3 LLC, and, accordingly, we depend on distributions from P3 LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. P3 LLC’s ability to make such distributions may be subject to various limitations and restrictions.
  • We will be required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant.
  • In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • We will not be reimbursed for any payments made to P3 Equityholders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • Certain of the P3 Equityholders may receive payments under the Tax Receivable Agreement, and their interests may conflict with yours.
  • General Risk Factors
  • We may be subject to securities litigation, which is expensive and could divert management attention.
  • Because we have no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
  • The market price and trading volume of our Class A common stock and Public Warrants may be volatile and could decline significantly.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price and trading volume of our securities could decline.
  • We will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.
  • Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.
  • Scrutiny of, and evolving expectations regarding, sustainability and environmental, social, and governance (“ESG”) matters could increase our costs, harm our reputation and adversely impact our financial results.

Legal proceedings

The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. An accrual is established when a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss, or cash flows. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.

Civil Investigative Demand

In June 2024, we received a civil investigative demand (“CID”) from the DOJ pursuant to the False Claims Act in the course of the government’s investigation concerning our arrangements with insurance agents and brokers. The CID requests documentation and information relating to the marketing of our broker programs and our arrangements with, and remuneration paid to, MA brokers, agents and agencies, as well as our arrangements with third parties relating to these programs. We are cooperating with the investigation and providing the requested information. No assurance can be given as to the timing or outcome of the government’s investigation. See Item 1A. “Risk Factors — We conduct business in a heavily regulated industry and if we fail to adhere to all of the complex government laws and regulations that apply to our business, we could incur fines or penalties or be required to make changes to our operations or experience adverse publicity, any or all of which could have a material adverse effect on our business, results of operations, financial condition, cash flows, and reputation,” for more information.

The opening of Item 3, Legal Proceedings.5

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