P3 Health Partners Inc. (PIII) Form S-3 — Oct 14, 2026
P3 Health Partners filed an S-3 shelf registration to register resale of up to 15,636,134 Class A shares issuable upon exercise of warrants held by selling stockholders affiliated with Chicago Pacific Founders and VBC Growth SPVs. The company will receive no proceeds from these resales, though it could receive roughly $167.9 million if all warrants are exercised for cash. The resale shares are enormous relative to the float: P3 had only about 4,015,604 Class A shares outstanding as of October 12, 2026, so full exercise and resale would meaningfully dilute existing holders and create selling pressure.
Key figures
- Gross Proceeds
- $75,835,249.90 maximum aggregate resale value; company receives none from resales
- Offering Price
- $4.85 (fee-table max, based on Oct 12, 2026 avg high/low; closing price Oct 12, 2026 was $4.44)
- Shares Offered
- 15636134
- Shares Outstanding
- 4015604
- Pcp network size
- approximately 2,100 physicians across 26 markets in five states
- At risk members served
- 104400
- Liquidated damages rate
- 1% per 30 days, capped at 5%
- Series A preferred rate
- 13.5%
- Series B preferred rate
- 17.5%
- Series C D D1 preferred rate
- 19.5%
- Series A preferred outstanding
- 497843
- Series B preferred outstanding
- 395503
- Series C preferred outstanding
- 1631456
- Series D preferred outstanding
- 763001
- Series D1 preferred outstanding
- 140000
- Preferred stated value per share
- $100
- Potential warrant exercise proceeds
- $167.9 million if all warrants exercised for cash
- Cpf beneficial ownership after offering
- 13.3%
- Cpf beneficial ownership before offering
- 49.99%
AI analysis
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