8-K - P3 Health Partners Inc. | StockGist

AI Analysis

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P3 Health Partners, LLC entered into a Statement of Work effective March 19, 2026, with a large nonprofit health insurance provider in Nebraska, incorporating a Master Services Agreement. The Company will provide clinical, operational, and data-driven support to primary care providers in the Client’s Medicare Advantage network, receiving management fees for 2026-2027 and transitioning to a global risk agreement thereafter through at least 2030.

Key Takeaways

1Entered Statement of Work (SOW) effective March 19, 2026, with large nonprofit health insurance provider (Client) in Nebraska under Master Services Agreement (MSA) dated March 5, 2026.

2Provides clinical, operational, and data-driven support under Care Enablement Model to primary care providers in Client’s Medicare Advantage network in Nebraska.

3Client pays management services fees for performance years 2026 and 2027; global risk agreement for 2028 and after.

4MSA initial term through December 31, 2030, with automatic annual renewals unless 180 days' notice.

5Termination rights include material breach after cure period, bankruptcy, change of control; Client may terminate on 90 days' notice if 2026 performance fails metrics or key persons depart.

6Break-up fee owed by Client if it opts not to bid for Medicare Advantage plan for 2027-2028, not exceeding agreed-upon amount.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Effective as of March 19, 2026, P3 Health Partners, LLC (the “Company”) entered into a Statement of Work (the “SOW”)

Material Agreement

Source Document

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Statement of Work No. 1, effective March 19, 2026, by and between P3 Health Part

Exhibits Only

Transaction Details

Material Agreement

Agreement: Statement of Work No. 1 (SOW); Master Services Agreement (MSA)
Parties: P3 Health Partners, LLC, large nonprofit health insurance provider in the state of Nebraska (Client); stock insurance corporation formed under the laws of Nebraska

•Provides clinical, operational and data-driven support under Care Enablement Model to primary care providers participating in Client’s Medicare Advantage network in Nebraska
•Client pays management services fees for performance years 2026 and 2027; financial arrangement for 2028 and after governed by global risk agreement
•MSA initial term through December 31, 2030, automatically renews for successive one-year terms unless terminated with 180 days' written notice
•Termination for material breach after cure period, bankruptcy, insolvency, or change of control
•Client may terminate upon 90 days' notice if Company’s 2026 performance fails agreed-upon metrics or certain key persons depart
•If Client does not pursue bid for Medicare Advantage plan for 2027-2028, SOW terminates and Client owes break-up fee of agreed-upon percentage of Company’s costs, not to exceed agreed-upon amount
•Company to provide termination assistance services for transition

Exhibits (2)

10.1

EX-10.1

8-K