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): June 930, 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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnSecond ~~June~~Amendment 9, 2026, P3 Health Partners Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock and Class V common stock as of the close of business on April 10, 2026, the record date for the Annual Meeting, were each entitled to ~~one~~Repurchase ~~vote~~Promissory per share. The following are the voting results for the four proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026. Note

~~Proposal~~On 1June —30, ~~Election~~2026, P3 Health Group, LLC, a wholly owned subsidiary of ~~three~~the ~~Class~~Company IIentered ~~directors~~into ~~for~~the Second Amendment to Repurchase Promissory Note (the “Second Note Amendment”) with IHC Health Services, Inc. (the “Holder”), amending the Repurchase Promissory Note originally dated June 28, 2019 (as previously amended by the First Amendment to Repurchase Promissory Note dated November 19, 2020, and as further amended by the Second Note Amendment, the “Note”). The Second Note Amendment (i) extends the maturity date of the Note to September 30, 2028, and (ii) provides that, from and after June 30, 2026, the Note will accrue PIK interest at a ~~term~~rate of ~~office~~14% ~~expiring~~per onannum, commencing upon the date of the ~~annual~~Second ~~meeting~~Note ofAmendment. ~~stockholders~~Except toas bemodified ~~held~~by inthe ~~2029~~Second Note Amendment, all other terms and ~~until~~provisions ~~their~~of ~~respective~~the ~~successors~~Note ~~have~~remain ~~been~~in ~~duly~~full ~~elected~~force and ~~qualified~~effect.

NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Amir Bacchus, M.D.	4,067,100	32,162	425,510
Mark Thierer	4,081,573	17,689	425,510
Lawrence B. Leisure	3,980,136	119,126	425,510

The foregoing description of the Second Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Second Note Amendment, which is attached hereto as an exhibit and incorporated herein by reference.

Proposal 2 — Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes FOR						Votes AGAINST									Votes ABSTAINED									Broker Non-Votes
4,484,963						39,585									224									—

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR						Votes AGAINST									Votes ABSTAINED									Broker Non-Votes
4,084,583						9,786									4,893									425,510

Proposal 4 — Approval, in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC.

Votes FOR						Votes AGAINST						Votes ABSTAINED									Broker Non-Votes
4,064,690						34,515						57									425,510

Based on the foregoing votes, each of the three Class II director nominees were elected and Proposals 2, 3, and 4 were approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber						Description
10.1						Second Amendment to Repurchase Promissory Note between P3 Health Group, LLC (f/k/a P3 Health Group Holdings, LLC) and IHC Health Services, Inc., dated June 30, 2026.
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:	~~June~~July 106, 2026	By:	/s/ Leif Pedersen
			Leif Pedersen
			Chief Financial Officer

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