P3 Health signs agreement for up to $70 million in preferred stock and warrant units

P3 Health Partners Inc. (Nasdaq: PIII) entered into a September 8, 2026 Securities Purchase Agreement with affiliates of Chicago Pacific Founders for up to $70 million of units in multiple tranches, pairing Series D-1 19.5% Cumulative Preferred Stock with warrants to purchase Class A common stock. The agreement establishes financing capacity; the Form 8-K does not report tranche closings or dollars funded (Form 8-K AccNo 0001832511-26-000036).

FACT — The agreement and its timing

P3 Health Partners disclosed the purchase agreement in a Form 8-K filed September 11, 2026 and accepted at approximately 4:28 p.m. Eastern. The agreement is dated September 8; the filing's period of report, identifying the earliest reported event, is September 4. Those dates distinguish the transaction agreement from its subsequent disclosure. This is a Friday filing, not a newly announced Sunday transaction.

The counterparties are affiliates of Chicago Pacific Founders, or CPF. Under the purchase agreement, P3 agreed to issue up to $70 million of units in multiple tranches. Each unit combines preferred stock and warrants, giving the two components different economic terms and rights. The disclosure appears in accession number 0001832511-26-000036.

CONTEXT — Capacity is not cash received

The $70 million figure describes the maximum contractual capacity under the purchase agreement. The filing does not report whether or when any tranche closed, a specific amount funded, stated counts of Series D-1 shares or warrants issued, or warrant exercises. It therefore does not establish a completed $70 million capital raise.

That distinction also matters when reading the warrant terms: the formula refers to amounts funded and outstanding common shares at issuance. The agreement's maximum size alone is insufficient to calculate a current warrant share count or dilution percentage.

FACT — Preferred stock carries a 19.5% cumulative rate

The Series D-1 preferred stock has a stated value of $100 per share and a 19.5% cumulative dividend rate. P3 says its terms are identical to those of the company's other preferred series except for the dividend rate. It ranks on parity with other outstanding preferred stock and senior to common stock and other equity securities for dividends and liquidation distributions.

The preferred stock is not convertible, has no voting or preemptive rights, and is neither registered nor listed. P3 may redeem it, in whole or in part, at any time or from time to time, for cash equal to $100 per share plus accumulated and unpaid dividends. This is a company redemption right; the filing does not report that a redemption has occurred.

FACT — Warrants depend on funding and issuance terms

The warrants are exercisable for a number of Class A common shares equal to 0.66333% of P3's outstanding Class A and Class V common stock per $1 million funded. Their exercise price equals the Nasdaq Minimum Price on the issuance date of the applicable warrant, and their term runs seven years from issuance. The filing's formula does not supply a fixed exercise price for every potential tranche.

P3 also entered into a Registration Rights Agreement covering resale registration of the common shares issuable upon warrant exercise, subject to any stockholder approval required by Nasdaq. The disclosure does not establish whether such approval will be required or obtained.

The filing describes reliance on exemptions from securities registration requirements, including Section 4(a)(2) of the Securities Act. Acquirors represented that they were accredited investors purchasing for investment rather than distribution, and the disclosure states there was no general solicitation or advertising. Those exemption statements do not supply the missing tranche amounts or issuance counts.

FACT — CPF agreement includes board and ownership provisions

Alongside the purchase agreement, P3 entered into a Fourth Amended and Restated Letter Agreement with Chicago Pacific Founders GP, L.P., Chicago Pacific Founders GP III, L.P., and Chicago Pacific Founders GP IV, L.P., acting on behalf of the CPF Parties.

For as long as the CPF Parties own 40% of P3's outstanding common stock, CPF is entitled to designate one additional independent board member and receives certain information rights and protective provisions. The designated director must meet independence standards and applicable legal, SEC and exchange requirements. A designation entitlement does not establish that a director has been designated or seated.

The CPF Parties also agreed to extend the standstill restriction limiting their ownership to 49.99% of issued and outstanding common stock from January 1, 2027 to December 31, 2027. That contractual cap is not a statement of CPF's current ownership percentage.

Because the participating CPF affiliates may be deemed related parties, a special committee of independent board members negotiated, approved and authorized the transactions. P3 cautions that its descriptions of the purchase agreement, preferred terms, registration rights and letter agreement are summaries qualified by the full documents.

UNKNOWN — Funding and implementation remain unreported

The unresolved questions are how much funding will occur under the agreement, on what schedule, and with what resulting warrant issuance terms. The filing also leaves any required Nasdaq stockholder approval and the additional independent director's designation or seating unconfirmed. These gaps limit what can be concluded about the agreement's implementation from this disclosure alone.

Filing reference

Primary disclosure: Form 8-K AccNo 0001832511-26-000036 (Items 1.01, 3.02 and 5.03).