P3 Health Partners Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Variable Interest Entities

Variable Interest Entities

6 Months Ended

Jun. 30, 2026

Note 13: Variable Interest Entities

P3 LLC has Management Services Agreements (“MSAs”) and deficit funding agreements with the Network VIEs. The MSAs provide that P3 LLC will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation, and billing and collection services to the Network VIEs. Fees for these services are the excess of the Network VIEs’ revenue over expenses. Per the deficit funding agreements, P3 LLC is obligated to advance funds, as needed, to support the Network VIEs’ working capital needs to the extent operating expenses exceed gross revenue. These advances accrue interest at a rate of prime plus 2%. Net advances made to the Network VIEs and accrued interest on those advances are presented within due to consolidated entities of P3 in the table below. Additionally, P3 LLC entered into stock transfer restriction agreements with the practice shareholders of the Network VIEs, which, by way of a call option, unequivocally permit P3 LLC to appoint successor physicians if a practice shareholder vacates their ownership position. Accordingly, P3 LLC identifies itself as the primary beneficiary of the Network VIEs. Practice shareholders, who

are employees of P3 LLC, retain equity ownership in the Network VIEs, which represents nominal non-controlling interests; however, the non-controlling interests do not participate in the profit or loss of the Network VIEs.

P3 LLC, directly or indirectly via its wholly owned subsidiaries, may not use or access any net assets of the Network VIEs to settle its obligations or the obligations of its wholly owned subsidiaries. Additionally, the creditors of the Network VIEs do not have recourse to the net assets of P3 LLC.

Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only the Network VIEs held at the P3 LLC level.



	June 30, 2026		December 31, 2025
	(in thousands)
ASSETS
Cash	$	6,637	$	4,776
Clinic fees, insurance and other receivables	608		785

Prepaid expenses and other current assets	11		487
Property and equipment, net	40		32
Intangible assets, net	605		660
Other long-term assets	1,414		1,433

TOTAL ASSETS	$	9,315	$	8,173
LIABILITIES AND MEMBERS’ DEFICIT
Accounts payable	$	344	$	394
Accrued expenses and other current liabilities	365		241
Accrued payroll	640		887
Claims payable	4,316		4,199
Other long-term liabilities	901		922
Due to consolidated entities of P3	47,525		46,774
TOTAL LIABILITIES	54,091		53,417
MEMBERS’ DEFICIT	(44,776)		(45,244)
TOTAL LIABILITIES AND MEMBERS’ DEFICIT	$	9,315	$	8,173


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(in thousands)
Revenue	$	5,916	$	5,395	$	12,473	$	13,554
Expense	6,354		4,525		11,799		12,679
Net income	$	(438)	$	870	$	674	$	875

P3 LLC, through its subsidiary P3 ACO, is also the primary beneficiary of the MSO and, as of January 1, 2026, of CPC ACO. The MSO was created to engage in the management, administration, and coordination of activities on behalf of accountable care organizations intended to improve the performance and quality of the parties’ respective ACO programs. To this end, the MSO entered into an MSA with the ACOs that will govern the MSO’s oversight of clinical integration, provider management, data analytics, financial management, strategic planning, shared services, compliance operations, and related administrative and operational support for the benefit of the ACOs.

Each ACO shall pay a management fee to the MSO for its services under the MSA. The MSO will also be entitled to receive from each ACO a portion of each ACO’s net shared savings as determined under the MSA. P3 LLC is obligated to fund any working capital needs to the extent operating expenses exceed gross revenue and to assume any obligations

related to CPC ACO’s contracts with CMS and the Center for Medicare and Medicaid Innovation (“CMMI”). The MSA may be terminated after three years without cause.

CPC ACO’s ownership interest in the MSO represents a non-controlling interest which participates only in the profit of the MSO and distributions of any net assets upon liquidation, because of the Company’s obligation to fund losses and assume specific obligations. The non-controlling interest was measured at its fair value upon the formation date.

The following tables provide a summary of the assets, liabilities, and operating performance of the MSO and CPC ACO:


	June 30, 2026
	(in thousands)
ASSETS
Cash	$	272
Clinic fees, insurance and other receivables	13
Health plan receivable	13,585
Prepaid expenses and other current assets	169

Intangible assets, net	958
Goodwill	4,990

Due from consolidated entities of P3	$	1,039
TOTAL ASSETS	$	21,026
LIABILITIES AND MEMBERS’ EQUITY
Accounts payable	$	59
Accrued expenses and other current liabilities	14,969

Claims payable	6,132


TOTAL LIABILITIES	21,160


MEMBERS’ DEFICIT	(134)
TOTAL LIABILITIES AND MEMBERS’ DEFICIT	$	21,026


	Three Months Ended June 30,		Six Months Ended June 30,
	2026			2026
	(in thousands)
Revenue	$	80,300		$	187,563
Expense	83,234			188,696
Net income	$	(2,934)		$	(1,133)