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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 4, 2025
P3HP_Logo.jpg
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 4, 2025, P3 Health Partners Inc. (the “Company”) held its 2025 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, 2024, 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 29, 2025.
Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the Annual Meeting of Stockholders to be held in 2028, and until their respective successors have been duly elected and qualified.

NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes
Sherif Abdou, M.D. 213,121,802 1,381,463 19,312,493
Greg Kazarian 213,517,485 985,780 19,312,493
Greg Wasson 209,589,112 4,914,153 19,312,493
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, 2025.

Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
232,474,781 690,557 650,420 0
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
211,787,285 2,699,161 16,819 19,312,493
Proposal 4 - Approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of up to 1,428,129 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 4, LLC.

Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
212,418,241 2,067,920 17,104 19,312,493

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





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 9, 2025 By: /s/ Leif Pedersen
Leif Pedersen
Chief Financial Officer