P3 Health Partners (PIII) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, and will be held virtually via webcast, allowing shareholders to vote and ask questions online.

• Shareholders of record as of April 10, 2025, are entitled to vote on all matters, with each share of Class A and Class V common stock carrying one vote.

• A 1-for-50 reverse stock split was effectuated on April 11, 2025, and all share information is retroactively adjusted.

Voting matters and shareholder proposals

• Election of three Class I Directors (Sherif Abdou, Greg Kazarian, Greg Wasson) to serve until the 2028 annual meeting.

• Ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory (non-binding) approval of named executive officer compensation (Say-on-Pay vote).

• Approval of issuance of up to 1,428,129 shares of Class A common stock upon exercise of warrants held by VBC Growth SPV 4, LLC, in accordance with Nasdaq Listing Rule 5635(d).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes, with annual elections for expiring terms.

• Majority of directors are independent per Nasdaq standards; independent directors meet in executive session at least twice per year.

• Board leadership is separated, with an independent Chair and a majority of independent directors.

• Chicago Pacific Founders, as principal stockholder, retains the right to designate an additional independent director if it owns 40% of outstanding Class A shares.

• Board committees include Audit and Compensation & Nominating, each with defined charters and independent membership.