piii-20260609
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 9, 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 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 vote 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.
Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2029, and until their respective successors have been duly elected and qualified.
| 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 | ||||||||||||||||||||||||||||||||||||||||||||
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
| Exhibit Number | Description | |||||||
| 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 10, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||