P3 Health Partners Inc.

We may not be able to maintain compliance with our debt covenants in the future, which could result in an event of default.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

Our only significant asset is the ownership of a minority of the economic interest in P3 LLC, and such ownership may not be sufficient to generate the funds necessary to meet our financial obligations or to pay any dividends on our Class A common stock, par value $0.0001 per share (the Class A common stock ).

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

We have significant cumulative preferred stock obligations held entirely by affiliates of our largest stockholder that rank senior to our common stock, which could adversely affect our common stockholders through the compounding of cumulative dividends, reduction of earnings available to common stockholders, senior liquidation priority, and constraints on our ability to raise additional capital or pursue strategic alternatives.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1: Organization 11 Note 2: Going Concern and Liquidity 11 Note 3: Significant Accounting Policies 11 Note 4: Recent Accounting Pronouncements 14 Note 5: Fair Value Measurements and Hierarchy 14 Note 6: Intangible Assets 16 Note 8: Debt 17 Note 9: Net Income (Loss) per Share 19 Note 10: Redeemable Non-controlling Interest 20 Note 11: Segment Reporting 21 Note 12: Preferred Stock and Stockholders' Equity 21 Note 13: Variable Interest Entities 22 Note 14: Related Parties 24 Note 15: Income Taxes 26 Note 16: Subsequent Event 26 P3 Health Partners Inc.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

The Company continues to explore raising additional capital through a combination of debt financing and equity issuances.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company or at all.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

Key Performance Metrics In addition to our GAAP and non-GAAP financial information, the Company also monitors at-risk members to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

These forward-looking statements address various matters, including the Company s future expected growth strategy and operating performance and the Company s ability to execute on its identified strategic improvement opportunities, all of which reflect the Company s expectations based upon currently available information and data.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

If we are not able to successfully execute upon our growth strategies, there may be a material adverse effect on our business, financial condition, cash flows and results of operations.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

We have significant cumulative preferred stock obligations held entirely by affiliates of our largest stockholder that rank senior to our common stock, which could adversely affect our common stockholders through the compounding of cumulative dividends, reduction of earnings available to common stockholders, senior liquidation priority, and constraints on our ability to raise additional capital or pursue strategic alternatives.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

ASU 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC s Disclosure Update and Simplification Initiative ( ASU 2023-06 ) ASU 2023-06 clarifies or improves disclosure and presentation requirements on a variety of topics and aligns the requirements in the Codification with the SEC s regulations.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

htm EX-99.1 Document Exhibit 99.1 P3 Health Partners Announces Second Quarter 2025 Results Core Business Demonstrates Strength with Flat Medical Cost Trends Despite Industry Inflation $120-$170 Million in Additional EBITDA Opportunities Identified for 2026 Adjusted Full Year Guidance Reflects Prior Period Headwinds Management to Host Conference Call and Webcast August 14, 2025 at 4 30 PM ET HENDERSON, NV August 14, 2025 P3 Health Partners Inc.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

While we faced prior period headwinds, we've successfully managed medical cost trends to remain flat while improving funding across our membership on a per-member basis.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

(3) The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA, medical margin and medical margin PMPM to net income (loss), gross profit and gross profit PMPM, the most directly comparable GAAP measures, respectively, and has not provided forward-looking guidance for net income (loss), because of the uncertainty around certain items that may impact net income (loss), gross profit (loss) or gross profit (loss) PMPM that are not within our control or cannot be reasonably predicted without unreasonable effort.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

SEC original ↗P3 Health Partners Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Legal Proceedings 44 Item 1A.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026

These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, without limitation, the following: Our ability to continue as a going concern.

SEC original ↗P3 Health Partners Inc. — 10-Q Quarterly report10-QAug 10, 2026