Redeemable Non-Controlling Interests

3 Months Ended

Mar. 31, 2024

Note 10: Redeemable Non-controlling Interest

Non-controlling interest represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the Common Units held directly by equity holders other than the Company).

The ownership of the Common Units is summarized as follows:


	March 31, 2025			December 31, 2024
	Units (in thousands)	Ownership %		Units (in thousands)	Ownership %
P3 Health Partners Inc.’s ownership of Common Units	3,263	45.4	%	3,257	45.4	%
Non-controlling interest holders’ ownership of Common Units	3,919	54.6		3,919	54.6
Total Common Units	7,182	100.0	%	7,176	100.0	%

All periods presented in the table above have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025. See Note 3 “Significant Accounting Policies” for further information.

During the three months ended March 31, 2024, the Company issued an aggregate of 1,500 shares of Class A common stock to P3 LLC members in connection with such members’ redemptions of an equivalent number of Common Units and corresponding cancellation and retirement of an equivalent number of Class V common stock. Such retired shares of Class V common stock may not be reissued. The redemptions occurred pursuant to the terms of the P3 LLC Amended and Restated Limited Liability Company Agreement (the “P3 LLC A&R LLC Agreement”). No similar exchanges or redemptions occurred during the three months ended March 31, 2025.

As of March 31, 2024, there was $20.6 million remeasurement adjustment recorded as the fair value of redeemable non-controlling interest was greater than the carrying value.