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 1321, 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 23.0201 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 13 21, 2025, P3 Health Partners Inc. (the “Company”) ~~announced~~received ~~its~~a ~~financial~~letter ~~results~~(the ~~for~~“Letter”) from the ~~three~~staff ~~and~~of ~~nine~~the ~~months~~Listing ~~ended~~Qualifications ~~September 30,~~Department ~~2025.~~(the “Staff”) of The ~~full~~Nasdaq ~~text~~Stock ofMarket LLC (“Nasdaq”), which notified the ~~press~~Company ~~release~~that ~~issued~~it indoes ~~connection~~not presently comply with Nasdaq’s Listing Rule 5550(b)(1) (the ~~announcement~~“Listing isRule”), ~~furnished~~which asrequires ~~Exhibit~~that 99the Company maintain a minimum of $2.15 tomillion ~~this~~in ~~Current~~stockholders’ ~~Report~~equity, onand ~~Form~~that ~~8-K~~the (Company also does not meet the ~~“Report”)~~alternatives of market value of listed securities or net income from continuing operations set forth in the Listing Rule.

The ~~information~~Letter indoes ~~this~~not ~~Item~~have ~~2.02,~~any ~~including~~immediate effect on the ~~information~~listing ~~contained~~of inthe ~~Exhibit~~Company’s ~~99.1~~common ofstock ~~this~~or ~~Report~~warrants on Nasdaq, ~~shall~~and ~~not~~the beCompany ~~deemed~~has ~~“filed”~~45 ~~for~~calendar ~~purposes~~days ofto ~~Section~~submit 18a ofplan to regain compliance. If the ~~Securities~~Company’s ~~Exchange~~plan ~~Act~~is accepted, the Staff may grant an extension of ~~1934~~up ~~(the~~to ~~“Exchange~~180 ~~Act”),~~calendar ordays ~~otherwise~~from ~~subject~~November 21, 2025 to ~~the~~evidence ~~liabilities~~compliance. After review of ~~that~~the ~~section~~plan of compliance, ~~nor~~the ~~shall~~Staff itwill beprovide ~~deemed~~written ~~incorporated~~notification byto ~~reference~~the inCompany ~~any~~as ~~filing~~to ~~under~~whether it accepts the ~~Exchange~~plan, ~~Act~~and orif the ~~Securities~~Staff ~~Act~~does ofnot ~~1933,~~accept asthe ~~amended~~plan, ~~except~~the asCompany ~~expressly~~would ~~set~~then ~~forth~~be byentitled ~~specific~~to ~~reference~~appeal inthe Staff’s determination to the Nasdaq Hearings Panel. There can be no assurance that any such aappeal ~~filing~~would be successful.

The Company intends to submit its plan to remediate the listing qualification deficiency within the required timeframe and is actively pursuing the steps necessary to restore compliance. Management firmly believes in the long-term value-creation opportunity of the business and remains committed to executing against the initiatives that support sustainable growth and achieving profitability.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
99.1						Press Release of the Company, dated November 13, 2025
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 1328, 2025	By:	/s/ Leif Pedersen
			Leif Pedersen
			Chief Financial Officer

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