P3 Health Partners Announces Fourth Quarter and Full Year 2025 Results

About this update from P3 Health Partners Inc.

Providing 2026 Guidance, Indicating a $10 Million Adjusted EBITDA Midpoint Management to Host Conference Call and Webcast March 26, 2026 at 4:30 PM ET HENDERSON, Nev. --(BUSINESS WIRE)-- P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the fourth quarter and full year ended December 31, 2025 , and provided 2026 guidance. "2025 was a year of meaningful progress in repositioning the business. We strengthened our contract economics, improved provider alignment, and built a more disciplined operating foundation. With that work in place, we enter 2026 with a clear path to profitability and approximately $170 million of expected year-over-year EBITDA improvement at the midpoint of our guidance range," said Aric Coffman , CEO of P3. "Additionally, our new Medicare Advantage geography reflects our approach to smart growth with a deliberate glidepath toward full risk that we believe will strengthen the long-term earnings power of the platform." Fourth Quarter 2025 Financial Results At-risk membership was approximately 115,000, a decrease of approximately 9% compared to the same quarter prior year. Total revenue was $384.8 million compared to $370.7 million in the prior year quarter; capitated revenue PMPM improved 9% year-over-year to $1,060 . Medical margin(1) was negative $28.7 million or negative $83 PMPM, compared to $7.3 million , $19 PMPM in the prior year quarter. Net loss was $165.7 million compared to a net loss of $129.1 million in the fourth quarter of the prior year. Adjusted EBITDA loss(1) was $76.1 million compared to an Adjusted EBITDA loss(1) of $67.6 million in the same quarter prior year. Full-Year 2025 Financial Results At-risk membership was approximately 116,000, a decrease of approximately 8% compared to approximately 126,000 in the prior year, driven by intentional network alignment. Total revenue was $1.46 billion compared to $1.50 billion in the prior year; capitated revenue PMPM improved 5% year-over-year to $1,026 . Medical margin(1) was $23.5 million , or $17 PMPM(1); on a normalized basis, medical margin was $53.4 million , or $38 PMPM, compared to $51.5 million or $34 PMPM, in the prior year. Net loss was $323.1 million compared to a net loss of $310.4 million in the prior year. Adjusted EBITDA loss(1) was $161.3 million compared to an Adjusted EBITDA loss(1) of $167.2 million in the prior year; on a normalized basis, Adjusted EBITDA loss was $149.1 million compared to $193.0 million in 2024, a $43.9 million year-over-year improvement. 2026 Guidance Adjusted EBITDA expected in the range of negative $20 million to positive $40 million , with the midpoint of $10 million , representing approximately $170 million in year-over-year improvement. Year Ending December 31, 2026 Low High At-risk Members(2) 107,000 117,000 Total Revenues (in millions) $1,500 $1,700 Medical Margin(1)(3) (in millions) $160 $200 Medical Margin(3) PMPM $120 $150 Adjusted EBITDA(3) (in millions) $(20) $40 (1) Adjusted EBITDA, Adjusted EBITDA per member, per month (“PMPM”), Normalized Adjusted EBITDA, Normalized Adjusted EBITDA PMPM, medical margin, and medical margin PMPM are non-GAAP financial measures. For reconciliations of these measures to the most directly comparable GAAP measures, if applicable, and more information regarding the Company’s use of non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures.” (2) See “Key Performance Metrics” for additional information on how the Company defines “at-risk members.” (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. For more information regarding the non-GAAP financial measures discussed in this press release, please see “Non-GAAP Financial Measures” below. The foregoing 2026 outlook statement represents management's current estimate as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the “Cautionary Note Regarding Forward-Looking Statements” included in this release. Management does not assume any obligation to update these estimates. Management to Host Conference Call and Webcast on March 26, 2026 at 4:30 PM ET Title & Webcast P3 Health Fourth Quarter and Full Year 2025 Earnings Conference Call Date & Time March 26, 2026 , 4:30pm Eastern Time Conference Call Details Toll-Free 1-833-316-0546 (US) International 1-412-317-0692 Ask to be joined into the P3 Health Partners call The conference call will also be webcast live in the “Events & Presentations” section of the Investor page of the P3 website ( ir.p3hp.org ). The Company’s press release will be available at ir.p3hp.org website in advance of the conference call. An archived recording of the webcast will be available at ir.p3hp.org for a period of 90 days following the conference call. About P3 Health Partners (NASDAQ: PIII): P3 Health Partners Inc. is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,400 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 23 counties across four states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on on LinkedIn and Facebook. Non-GAAP Financial Measures In addition to the financial results prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM, Normalized Adjusted EBITDA and Normalized Adjusted EBITDA PMPM, medical margin, and medical margin PMPM. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude the effect of certain supplemental adjustments, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (iii) equity-based compensation expense, (iv) certain transaction and other related costs and (v) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. Normalized Adjusted EBITDA is defined as Adjusted EBITDA, further adjusted to exclude revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years. Normalized Adjusted EBITDA PMPM is defined as Normalized Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. We believe these non‐GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted and medical margin PMPM is defined as medical margin divided by the number of Medicare members each month divided by the number of months in the period. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. We do not consider these non‐GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non‐GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA and Normalized Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, medical margin to gross profit, and medical margin PMPM to gross profit PMPM, which are the most directly comparable financial measures calculated in accordance with GAAP. 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. At-risk membership represents the approximate number of Medicare members for whom we receive a fixed percentage of premium under capitation arrangements as of the end of a particular period. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. 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. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. 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. Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, our ability to continue as a going concern; our potential need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations; our ability to achieve or maintain profitability; our ability to maintain compliance with our debt covenants in the future, or obtain required waivers from our lenders if future operating performance were to fall below current projections, and if there are material changes to management’s assumptions, we could be required to recognize non-cash charges to operating earnings for goodwill and/or other intangible asset impairment; our ability to identify and develop successful new geographies, physician partners, payors and patients; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payors; the impact of fluctuations in risk adjustments; our ability to establish and maintain effective internal controls; our ability to maintain compliance with California regulations related to financial solvency and operational performance; our ability to maintain the listing of our securities on Nasdaq; increased labor costs and medical expense; our ability to recruit and retain qualified team members and independent physicians; and the factors described under Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on March 28, 2025 , the soon-to-be-filed Annual Report on Form 10-K for the year ended December 31, 2025 , and in our subsequent filings with the SEC . All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release. P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash $ 25,012 $ 38,816 Restricted cash 795 5,286 Health plan receivable, net of allowance for credit losses of $281 and $150 as of December 31, 2025 and 2024, respectively 92,458 121,266 Clinic fees, insurance and other receivables 3,379 3,947 Prepaid expenses and other current assets 11,439 14,422 Assets held for sale — 403 TOTAL CURRENT ASSETS 133,083 184,140 Property and equipment, net 3,374 5,734 Intangible assets, net 492,423 574,350 Other long-term assets 27,761 19,196 TOTAL ASSETS (1) $ 656,641 $ 783,420 LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 11,715 $ 8,442 Accrued expenses and other current liabilities 42,391 29,416 Accrued payroll 1,950 2,722 Health plan settlements payable 69,830 55,565 Claims payable 287,790 255,089 Premium deficiency reserve 86,116 67,368 Accrued interest 429 2,305 Current portion of long-term debt 45,036 75,155 Liabilities held for sale — 353 TOTAL CURRENT LIABILITIES 545,257 496,415 Operating lease liability 11,475 11,339 Warrant liabilities 2,462 10,312 Long-term debt, net 228,374 108,907 Other Long-Term Liabilities 9,308 6,918 TOTAL LIABILITIES (1) 796,876 633,891 COMMITMENTS AND CONTINGENCIES (Note 14) MEZZANINE EQUITY: Redeemable non-controlling interest 14,997 73,593 STOCKHOLDERS’ (DEFICIT) EQUITY: Class A common stock, $0.0001 par value; 800,000 shares authorized; 3,286 and 3,257 shares issued and outstanding as of December 31, 2025 and 2024, respectively — — Class V common stock, $0.0001 par value; 205,000 shares authorized; 3,919 and 3,919 shares issued and outstanding as of December 31, 2025 and 2024, respectively — — Additional paid in capital 495,909 579,129 Accumulated deficit (651,141 ) (503,193 ) TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY (155,232 ) 75,936 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 656,641 $ 783,420 ____________________ (1) The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 21 “Variable Interest Entities,” P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and amounts below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $8.2 million and $9.3 million as of December 31, 2025 and 2024, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.6 million and $14.9 million as of December 31, 2025 and 2024, respectively. These VIE assets and liabilities do not include $46.8 million and $40.3 million of net amounts due to affiliates as of December 31, 2025 and 2024, respectively, as these are eliminated in consolidation and not presented within the consolidated balance sheets. All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025 . P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three Months Ended December 31 , Year Ended December 31 , 2025 2024 2025 2024 OPERATING REVENUE: Capitated revenue $ 366,183 $ 367,456 $ 1,428,979 $ 1,483,602 Other revenue 18,631 3,230 30,101 16,853 TOTAL OPERATING REVENUE 384,814 370,686 1,459,080 1,500,455 OPERATING EXPENSE: Medical expense 426,058 410,224 1,519,240 1,559,372 Premium deficiency reserve 55,414 37,927 18,749 53,698 Corporate, general and administrative expense 35,878 31,366 106,311 112,596 Sales and marketing expense 335 461 918 1,331 Depreciation and amortization 20,995 21,153 84,163 86,058 Impairment of Assets Held for Sale — 8,058 — 8,058 TOTAL OPERATING EXPENSE 538,680 509,189 1,729,381 1,821,113 OPERATING LOSS (153,866 ) (138,503 ) (270,301 ) (320,658 ) OTHER INCOME (EXPENSE): Interest expense, net (15,637 ) (6,834 ) (55,034 ) (22,173 ) Mark-to-market of stock warrants 5,066 7,488 7,850 22,114 Other (2,155 ) 384 (3,414 ) 1,457 Gain on asset sale, net (162 ) 13,269 (162 ) 13,269 TOTAL OTHER (EXPENSE) INCOME (12,888 ) 14,307 (50,760 ) 14,667 LOSS BEFORE INCOME TAXES (166,754 ) (124,196 ) (321,061 ) (305,991 ) PROVISION FOR INCOME TAXES 1,040 (4,952 ) (2,025 ) (4,387 ) NET LOSS (165,714 ) (129,148 ) (323,086 ) (310,378 ) LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST (90,195 ) (70,531 ) (175,138 ) (174,529 ) NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (75,519 ) $ (58,617 ) $ (147,948 ) $ (135,849 ) NET LOSS PER SHARE (Note 17): Basic (23.02 ) (18.02 ) (45.26 ) (46.78 ) Diluted (23.02 ) (18.02 ) (45.26 ) (54.06 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 17): Basic 3,281 3,253 3,269 2,904 Diluted 7,200 3,253 3,269 2,940 All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025 . P3 HEALTH PARTNERS INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Year Ended December 31 , 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (323,086 ) $ (310,378 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 84,163 86,058 Paid in-kind interest expense 29,718 7,895 Premium deficiency reserve 18,749 53,698 Amortization of original issue discount and debt issuance costs 13,556 87 Mark-to-market adjustment of stock warrants (7,850 ) (22,114 ) Equity-based compensation 5,581 5,752 Provision for bad debts 2,996 — Loss (gain) on asset sale 162 (13,269 ) Impairment of assets held for sale — 8,058 Gain on write off of contingent consideration — (4,907 ) Deferred income taxes 2,868 (1,090 ) Changes in operating assets and liabilities: Health plan receivable 28,677 (2,769 ) Clinic fees, insurance, and other receivable (2,297 ) (990 ) Prepaid expenses and other current assets 2,983 (10,834 ) Other long-term assets (3,525 ) (43 ) Accounts payable, accrued expenses, and other current liabilities 11,108 (8,101 ) Accrued payroll (772 ) (784 ) Health plan settlements payable 14,265 20,573 Claims payable 32,701 77,080 Accrued interest (1,876 ) — Other long-term liabilities — 5,897 Operating lease liability 641 53 Net cash used in operating activities (91,238 ) (110,128 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment 79 — Proceeds from asset sale 50 14,525 Net cash provided by investing activities 129 14,525 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt, net of original issue discount 73,000 88,057 Payment of debt issuance costs (186 ) (103 ) Proceeds from liability-classified warrants and private placement offering, net of offering costs paid — 40,496 Proceeds from at-the-market sales, net of offering costs paid — 33 Deferred offering costs paid — (507 ) Payment of tax withholdings upon settlement of restricted stock unit awards — (103 ) Repayment of short-term and long-term debt (1,137 ) (30,973 ) Proceeds from short-term debt 1,137 1,871 Net cash provided by financing activities 72,814 98,771 Net change in cash and restricted cash (18,295 ) 3,168 Cash and restricted cash, beginning of year 44,102 40,934 Cash and restricted cash, end of year $ 25,807 $ 44,102 RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA LOSS (in thousands, except PMPM) (unaudited) Three Months Ended December 31 , Year Ended December 31 , 2025 2024 2025 2024 Net loss $ (165,714 ) $ (129,148 ) $ (323,086 ) $ (310,378 ) Interest expense, net 15,637 6,834 55,034 22,173 Depreciation and amortization 20,995 21,153 84,163 86,058 Income tax provision (benefit) (1,040 ) 4,952 2,025 4,387 Mark-to-market of stock warrants (5,066 ) (7,488 ) (7,850 ) (22,114 ) Premium deficiency reserve 55,414 37,927 18,749 53,698 Equity-based compensation 1,099 721 5,581 5,752 Other(1) 2,610 (2,533 ) 4,108 (6,775 ) Adjusted EBITDA loss $ (76,065 ) $ (67,582 ) $ (161,276 ) $ (167,199 ) Normalization adjustments(2) 1,301 (6,341 ) 12,207 (25,788 ) Normalized adjusted EBITDA $ (74,764 ) $ (73,923 ) $ (149,069 ) $ (192,987 ) Adjusted EBITDA loss PMPM $ (220 ) $ (179 ) $ (116 ) $ (111 ) Normalized adjusted EBITDA PMPM $ (216 ) $ (195 ) $ (107 ) $ (128 ) ____________________ (1) Other during the year ended December 31, 2025 consisted of (i) interest income, (ii) loss on disposal of certain property and equipment, (iii) severance expense in connection with reorganization of workforce and (iv) legal settlements and valuation allowance on our notes receivable. Other during the year ended December 31, 2024 consisted of (i) interest income, (ii) gain recognized upon the settlement and write-off of contingent consideration related to an acquisition completed in a prior year and (iii) gain recognized on asset sale partially offset by (iv) severance and related expense in connection with our chief executive officer transition, (v) loss on impairment on assets held for sale, and (vi) valuation allowance on our notes receivable. (2) Amounts represent net impact of revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years. MEDICAL MARGIN (in thousands, except PMPM) (unaudited) Three Months Ended December 31 , Year Ended December 31 , 2025 2024 2025 2024 Capitated revenue $ 366,183 $ 367,456 $ 1,428,979 $ 1,483,602 Less: medical claims expense (394,882 ) (360,178 ) (1,405,451 ) (1,398,143 ) Medical margin $ (28,699 ) $ 7,278 $ 23,528 $ 85,459 Medical margin PMPM $ (83 ) $ 19 $ 17 $ 57 RECONCILIATION OF GROSS PROFIT (LOSS) TO MEDICAL MARGIN (in thousands) Three Months Ended December 31 , Year Ended December 31 , 2025 2024 2025 2024 Gross profit (loss) $ (41,244 ) $ (39,538 ) $ (60,160 ) $ (58,917 ) Other patient service revenue (18,631 ) (3,230 ) (30,101 ) (16,853 ) Other medical expense 31,176 50,046 113,789 161,229 Medical margin $ (28,699 ) $ 7,278 $ 23,528 $ 85,459 RECONCILIATION OF TOTAL OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE (in thousands) (unaudited) Three Months Ended December 31 , Year Ended December 31 , 2025 2024 2025 2024 Total operating expense $ 538,680 $ 509,189 $ 1,729,381 $ 1,821,113 Medical expense (426,058 ) (410,224 ) (1,519,240 ) (1,559,372 ) Depreciation and amortization (20,995 ) (21,153 ) (84,163 ) (86,058 ) Premium deficiency reserve (55,414 ) (37,927 ) (18,749 ) (53,698 ) Equity-based compensation (1,099 ) (721 ) (5,581 ) (5,752 ) Other (1 ) (10,458 ) 130 (4,353 ) Adjusted operating expense $ 35,113 $ 28,706 $ 101,778 $ 111,880 View source version on businesswire.com : https://www.businesswire.com/news/home/20260326027105/en/ David Deuchler Investor Relations Gilmartin Group [email protected] Source: P3 Health Partners Inc.

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