📜 What This Document Is 📂

This document is a Preliminary Proxy Statement (Schedule 14A). In simple terms, it is the comprehensive voter guide that P3 Health Partners Inc. must provide to its stockholders before an annual meeting. 👉 It outlines exactly what the company needs its shareholders to vote on and provides all the necessary details—from board member pay to corporate policies—to help shareholders decide how they want to cast their votes.

The purpose of this statement is to facilitate the Annual Meeting of Stockholders, which is scheduled for Tuesday, June 9, 2026, at 9:00 a.m. Pacific Time. The meeting will be conducted entirely virtually via a live webcast.

🏥 About P3 Health Partners Inc. 🌐

P3 Health Partners Inc. is the company issuing this proxy statement. 👉 While the filing focuses heavily on corporate governance and voting, the company's core mission relates to healthcare services.

The company provides its services through its various business operations (as noted in the 2025 Annual Report, which is referenced here). 👉 To participate in the meeting, stockholders must be "holders of record" (the official list of shareholders) as of the close of business on the Record Date: April 10, 2026.

📅 Annual Meeting Logistics & Voting 🗳️

This section covers the "who, what, and how" of the Annual Meeting. It's crucial for every shareholder to understand these logistics to ensure their vote counts and that the meeting can proceed legally.

Format: The Annual Meeting is completely virtual, accessible via a live webcast. Stockholders can attend and participate by visiting www.virtualshareholdermeeting.com/PIII2026 and using their 16-digit control number.
Voting Importance: The company strongly urges stockholders to vote their shares promptly (via phone, Internet, or mail). This ensures that a quorum (a majority of voting power) is present, preventing the delay or cancellation of the meeting.
What Counts as a Vote: Each share of Class A common stock and Class V common stock entitles its holder to one vote per share.
Householding: If you receive more than one set of proxy materials, it means your shares are held in multiple accounts. You must submit your proxy for all sets of materials to ensure every single share is counted.

🏛️ Corporate Governance Structure 🧩

The board of directors is responsible for guiding the company. This section details how the board is structured and how the company manages risk and compliance.

Board Composition: The Board currently has nine members. Aric Coffman, M.D., Amir Bacchus, M.D., Gregory N. Kazarian, Lawrence B. Leisure, Jeffrey G. Park, Thomas E. Price, M.D., Mary A. Tolan, Mark Thierer, and Greg Wasson serve on the Board.
Leadership Structure: The Board believes that separating the roles of Chair of the Board and Chief Executive Officer is beneficial because it reinforces the independence of the Board from management.
Standing Committees: Two main committees operate the Board's oversight functions:
- Audit Committee: Oversees corporate accounting, financial reporting, and the independent registered public accounting firm (BDO USA, P.C.). It is chaired by Jeffrey G. Park.
- Compensation and Nominating Committee: Oversees executive compensation, recommends nominees for directors, and administers the company's governance guidelines. It is chaired by Mary Tolan.
Governance Oversight: The Board provides oversight of risk, directing that management incorporate risk management into daily operations. The Audit Committee specifically oversees financial and cybersecurity risks.

📜 The Proposed Votes (The Core Business) 🗳️

This list details the four major actions that stockholders are asked to approve at the Annual Meeting. These votes determine the operational direction of the company.

Election of Class II Directors: Stockholders vote to elect Amir Bacchus, M.D., Mark Thierer, and Lawrence B. Leisure to serve until the 2029 Annual Meeting.
Ratification of Accounting Firm: Stockholders vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Say-on-Pay Vote: Stockholders vote, on an advisory (non-binding) basis, on the compensation of the named executive officers. This is a crucial check on management compensation.
Warrant Issuance: Stockholders vote to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 3,341,130 shares of Class A common stock. These shares come upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC.

💰 Executive Compensation and Pay Practices 💵

The salary and bonus structures for top management are detailed here. This is complex because the compensation is reported based on different accounting rules (Summary Compensation Table vs. Compensation Actually Paid).

Named Executive Officers (NEOs): The three NEOs are Aric Coffman, M.D. (CEO), Amir Bacchus, M.D. (CMO), and Leif Pedersen (CFO).
2025 Compensation Summary: The total compensation paid to these officers in 2025 was:
- Dr. Coffman (CEO): $750,000
- Dr. Bacchus (CMO): $600,000
- Mr. Pedersen (CFO): $461,662
Compensation vs. Value: The Total compensation is much higher than the cash paid (e.g., Dr. Coffman's 2024 total was $9,406,674, but only $4,356,833 was actually paid). This large difference is due to equity grants (Stock Awards and Option Awards) that are valued but not necessarily paid out immediately.
Bonus Results: For 2025, the NEOs did not earn a bonus, despite having target bonus percentages (Dr. Coffman at 75% of base salary, Dr. Bacchus at 100% of base salary, and Mr. Pedersen at 50% of base salary).
Performance Incentives: The compensation structure heavily relies on performance. For example, Dr. Coffman's Award vesting is conditional on two things: service-vesting (time) AND performance-vesting (the closing of the first underwritten offering and sale of Class A common stock).

💼 Officer Departure Packages 🧑‍⚕️

The company provides detailed contracts outlining what happens to the top executives if they leave. These clauses are designed to incentivize staying power and manage transition risks.

Dr. Coffman (CEO): If terminated without "cause," he is entitled to:
- Cash severance equal to his annual base salary (payable over 12 months).
- Company-subsidized health care coverage for up to 12 months.
- If termination occurs within one year of certain corporate transactions, he receives full accelerated vesting of the Coffman Awards.
Dr. Bacchus (CMO): If terminated without "cause," he receives:
- Cash severance equal to one-and-one-half times the sum of his annual base salary and target annual bonus (payable over 18 months).
- Company-subsidized COBRA premiums for up to 18 months.
Mr. Pedersen (CFO): If terminated without cause after at least six months of employment, he is entitled to cash severance equal to six months of his annual base salary.

♟️ Director Compensation Table 📈

Non-employee directors receive separate compensation. The payment is structured around cash fees and stock awards.

Payment Structure: Director compensation includes an annual cash retainer, specific committee retainers (Audit/Comp/Nom), and Annual Grants of Restricted Stock Awards (RSUs).
2025 Pay Highlights: Mark Thierer received a total compensation of $187,120 ($160,000 in cash + $27,120 in stock awards).
Compensation Philosophy: The Board notes that the Director Compensation Program is necessary to incentivize board participation and retention.

🧐 Board Policies and Governance Controls ✅

Good governance requires more than just listing directors; it requires codified policies. This section details the internal rules the board adheres to.

Ethics and Conduct: The company has adopted a written Code of Ethics that applies to all officers, directors, and employees.
Risk Management: The Board emphasizes that risk assessment is a constant function, and the Audit Committee oversees financial and cybersecurity risks.
Insider Trading Policy: The Board maintains a specific Insider Trading Policy to ensure compliance with federal law and protect the company from trades that could compromise corporate integrity.
related-person Transactions: The Board has policies and procedures (including a review of transactions in connection with business combinations) to approve and manage any financial dealings between the company and its directors, officers, or major stockholders.

🌐 Investor Action and Important Contacts 📧

This section aggregates all the key dates and contact points necessary for shareholders to participate or learn more.

Documents Available: The Proxy Statement and the 2025 Annual Report are available at http://www.proxyvote.com/.
Contact Information: Any general questions or detailed requests about proxy materials should be directed to Broadridge Financial Solutions, Inc., at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
Website: For general information, the company’s Investor Relations page is located at ir.p3hp.org.

🧠 The Analogy — A Board Meeting like a Committee 📋

Think of the Board of Directors like the steering committee of a major professional sports franchise. They don't actually run the day-to-day operations (that's the CEO's job), but they are responsible for setting the rules, approving the budget, making sure the finances are clean (the Audit Committee), and ensuring the star players (the executives) are paid fairly and fairly according to contract (the Compensation Committee). This proxy statement is basically the detailed rulebook and salary list for that entire committee structure.

🧩 Final Takeaway — Shareholders' Vote is the Ultimate Power 💪

This document is a comprehensive playbook for the annual meeting, telling stockholders precisely how they can vote on governance, leadership, and financial approvals. The key takeaway is that while the board provides the recommendations, voting on the proposals gives the stockholders direct oversight over who guides the company, how management is paid, and which accounting rules are used going forward.

P3 Health Partners seeks shareholder votes on 3,341,130 warrant issuance