Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on April 3, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

P3 HEALTH PARTNERS INC.

(Exact name of Registrant as specified in its charter)

Delaware						85-2992794
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

2370 Corporate Circle, Suite 300

Henderson, NV 89074

(702) 910-3950

(Address of principal executive offices) (Zip code)

P3 Health Partners Inc. 2021 Incentive Award Plan

(Full title of the plan)

Leif Pedersen

Chief Financial Officer

2370 Corporate Circle, Suite 300

Henderson, NV 89074

(702) 910-3950

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

With a copy to:

Amy Bowler

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, CO 80202

Phone: (303) 290-1086

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☒
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 72,059 shares of Class A common stock, par value $0.0001 per share, of P3 Health Partners Inc. (the "Registrant") that became available for issuable pursuant to the Company's 2021 Incentive Award Plan (the "2021 Plan") for which a Registration Statement of the Company on Form S-8 (File No. 333-267966) is effective.

Pursuant to General Instruction E of Form S-8, the contents of the above referenced prior Registration Statement on Form S-8, including any amendments thereto, filed with the Securities and Exchange Commission, relating to the 2021 Plan are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number						Description
4.1						Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on December 9, 2021).
4.2						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed April 17, 2025).
4.3						Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed March 12, 2024).
5.1*						Opinion of Holland & Hart LLP.
23.1*						Consent of BDO USA, P.C., Independent Registered Public Accounting Firm
23.2*						Consent of Holland & Hart LLP (included in legal opinion filed as Exhibit 5.1).
24.1*						Power of Attorney (included on signature pages).
99.1						P3 Health Partners Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12 to the registrant's Current Report on Form 8-K filed on December 9, 2021).
107.1*						Filing Fee Table

*			Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on April 3, 2026.

									P3 HEALTH PARTNERS INC.
						By:			/s/ Leif Pedersen
									Name: Leif Pedersen
									Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Aric Coffman, M.D. and Leif Pedersen, or each of them singly, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Aric Coffman, M.D.

Chief Executive Officer and Director

April 3, 2026

Aric Coffman, M.D.

(Principal Executive Officer)

/s/ Leif Pedersen

Chief Financial Officer

April 3, 2026

Leif Pedersen

(Principal Financial Officer and Principal Accounting Officer)

/s/ Mark Thierer

Chairman of the Board of Directors

April 3, 2026

Mark Thierer

/s/ Amir S. Bacchus, M.D.

Chief Medical Officer and Director

April 3, 2026

Amir S. Bacchus, M.D.

/s/ Gregory N. Kazarian

Director

April 3, 2026

Gregory N. Kazarian

/s/ Lawrence B. Leisure

Director

April 3, 2026

Lawrence B. Leisure

/s/ Jeffrey G. Park

Director

April 3, 2026

Jeffrey G. Park

/s/ Thomas E. Price, M.D.

Director

April 3, 2026

Thomas E. Price, M.D.

/s/ Mary A. Tolan

Director

April 3, 2026

Mary A. Tolan

/s/ Greg Wasson

Director

April 3, 2026

Greg Wasson