What changed in this filing

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Item 1. Business

2023-03-01 compared with 2022-03-25 · 95 added, 126 removed, 783 unchanged (22% of the section changed)

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We seek to accomplish these objectives by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regional medical group (each, a “Medical Group”) with significant local autonomy for the physicians (collectively, “Privia Physicians”) and non-physician clinicians (collectively “Privia Clinicians” and, together with the Privia Physicians, the “Privia Providers”) joining our Medical Groups.

Other than Tennessee, where our Friendly Medical Group (as defined below) is actively negotiating with major health insurance plans after recently starting to operate under a “friendly PC” model, our Medical Groups are designated as in-network by all major health insurance plans in all of our markets, and all Privia Providers are credentialed with such health insurance plans.

Our Medical Groups are designated as in-network by all major health insurance payers in all of our markets, and all Privia Providers are credentialed with such health insurance payers.

Our platform is purpose-built, organizing physicians into cost efficient, value-based and primary-care centric networks bolstered by strong physician governance, and promotes a culture of physician leadership.

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Comprehensive cloud-based technology-enabled platform designed to optimize provider workflow across the full continuum of reimbursement environments as well as both virtual and in-person care settings (eliminates the need to buy and integrate more than 30 point solutions) .

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• Establishes Provider Density in Local Markets:

Supports a proven expansion strategy resulting in increased relevance with payers and patients (over 870 care center locations across seven states and the District of Columbia, targeting over 100 metropolitan statistical areas (“MPSAs”) located within those geographical markets).

Supports a proven expansion strategy resulting in increased relevance with payers and patients (over 950 care center locations across nine states and the District of Columbia, targeting over 130 metropolitan statistical areas (“MPSAs”) located within those geographical markets).

• Designed to Transform Care Delivery:

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• Demonstrates Physician Value Proposition Consistently:

Reduces administrative burden and generally increases provider profitability (95% Privia Provider retention rate over the past five years in addition to a six-time (2016-2021) HFMA MAP Award recipient for high performance in revenue cycle).

Reduces administrative burden and generally increases provider profitability (95% Privia Provider retention rate over the past five years in addition to a seven-time (2016-2022) HFMA MAP Award recipient for high performance in revenue cycle).

• Generates Attractive Financial Results:

Has an established scale, diversified revenue mix with no single payer or individual practice concentration, and is profitable and capital efficient with attractive growth ( for the year ended December 31, 2021, approximately $966.2 million in revenue and more than $1.63 billion total practice collections, high return on invested capital with superior unit economics and high free cash flow conversion ).

Has an established scale, diversified revenue mix with no single payer or individual practice concentration, and is profitable and capital efficient with attractive growth ( for the year ended December 31, 2022, approximately $1.36 billion in revenue and more than $2.42 billion total practice collections, high return on invested capital with superior unit economics and high free cash flow conversion ).

See “Key Metrics” for a discussion of practice collections.

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We believe our model is highly scalable.

Privia currently operates in seven states and the District of Columbia, covering over 100 target MPSAs (including over 30 out of the largest 100 MPSAs).

Privia currently operates in nine states and the District of Columbia, covering over 130 target MPSAs (including 39 out of the largest 100 MPSAs).

We aim to build relevance in each of our markets with all key constituents (physicians, non-physician clinicians, patients, government programs, commercial payers and employers).

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We will continue to furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose.

We launched Privia Care Partners on January 1, 2022 with over 25,000 attributed lives in partnership with over 300 providers in approximately 100 care center locations.

As of January 1, 2023, approximately 350 providers with more than 42,000 attributed lives are participating in the Privia Care Partners model.

During 2022, several Privia Care Partners’ providers transitioned to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care.

Under our standard model, Privia Physicians join the Medical Group in their geographic market as an owner of the Medical Group.

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We principally derive our revenues from the following three sources:

(i) FFS- patient care revenue generated from providing healthcare services to patients through Privia Providers of Owned Medical Groups and Friendly Medical Groups, in addition to

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management and administrative services earned for administrative services provided through to Non-Owned Medical Groups (“FFS-administrative services”), (ii) VBC revenue collected on behalf of our Privia Providers in the form of management and administrative fees, which, at this time, are primarily in the form of per member per month (“PMPM”) fees and shared savings, which includes quality bonuses, and (iii) other revenue from additional services offered by Privia to its Privia Providers or directly to patients or employers.

(i) FFS-patient care revenue generated from providing healthcare services to patients through Privia Providers of Owned Medical Groups and Friendly Medical Groups, in addition to management and administrative services earned for administrative services provided through to Non-Owned Medical Groups (“FFS-administrative services”), (ii) VBC revenue collected on behalf of our Privia Providers in the form of management and administrative fees, which, at this time, are primarily in the form of capitation revenue, shared savings, which includes quality bonuses, and per member per month (“PMPM”) care management fees, and (iii) other revenue from additional services offered by Privia to its Privia Providers or directly to patients or employers.

The operations of our Owned Medical Groups, owned ACOs, owned MSOs and Friendly Medical Groups (as defined below) are reflected within our consolidated financial results.

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(i) focusing on technology and population health, (ii) establishing a single-TIN Medical Group and governance model in each geographic market, (iii) owning and operating a MSO in each local market, (iv) building ACOs to capture VBC opportunities, and (v) offering a high quality, low cost provider network for purchasers and payers.

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Trends impacting the U.S.

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Physicians are at the center of these issues and are the key to the solution.

A survey of 700+ clinicians, clinical leaders and health care executives conducted by NEJM Catalyst and reported in April 2018 found the following:

A survey of 700+ clinicians, clinical leaders and health care executives conducted by NEJM Catalyst and reported in October 2020 found the following:

• 90% see physician burnout as a moderate or serious problem;

• 82% believe that interventions to alleviate burnout should be targeted at the organizational level (e.g.

systems and infrastructure enhancements);

• 54% identify off-loading clerical tasks (e.g.

to scribes, population health facilitators) and 46% feel initiatives to improve electronic medical records and other IT systems would be helpful in reducing physician burnout.

• 55% mention administrative burden as a top contributor to provider burnout, identifying lack of autonomy/control and the impact of electronic medical records and other IT systems as the biggest factors.

Rising Healthcare Costs

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As each geographic market evolves in its shift towards VBC, with our experience working in all reimbursement environments, Privia meets providers where they are on their transformative journey and enables them to accelerate and succeed in their transition.

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On January 5, 2022 the Company announced that its Florida and the Mid-Atlantic ACOs entered into capitated payer arrangements.

These agreements cover healthcare services provided to approximately 23,000 Medicare Advantage beneficiaries effective January 1, 2022.

Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company is entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans.

In February 2023, the Company announced that its capitated payer arrangements now include approximately 40,600 Medicare Advantage beneficiaries effective January 1, 2023.

exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans.

The fees are typically based on a percentage of the defined premium that payers receive from CMS.

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Our growth strategy is centered on capturing whitespace opportunity in existing markets and entering multiple new markets nationally over the next decade.

We currently operate in seven states and the District of Columbia, with over 3,300 implemented physicians and providers, covering over 3 million patients.

We currently operate in nine states and the District of Columbia, with over 3,600 implemented physicians and providers, covering over 4 million patients.

We believe we address a market opportunity of more than $1.9 trillion.

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In 2019, we launched our Florida market and in 2020, we launched in Tennessee, started the Privia Pediatrics vertical, and announced a strategic alliance with a prominent children’s hospital in Texas.

In addition, we received our sixth consecutive HFMA MAP award for high performance in revenue cycle (2016-2021).

In 2021, we launched Privia Health in the California market and opened our third Medical Group in the State of Texas.

We launched Privia Medical Group in Montana and North Carolina in 2022 and launched a Privia ACO in Delaware in early 2023.

In addition, we received our seventh consecutive HFMA MAP award for high performance in revenue cycle (2016-2022).

From 2015 to 2022, we have averaged a 29% annual growth rate in providers joining our platform, which has resulted in a total attributed lives growth rate of 30%.

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Reimbursement for managing these patients is partially or fully based on controlling the total cost of care and / or improving certain quality metrics.

We currently operate in seven states and the District of Columbia with over 3,300 implemented providers and more than 870 care center locations, targeting over 100 MPSAs (including over 30 out of the largest 100 MPSAs), and an addressable population of over 120 million.

We currently operate in nine states and the District of Columbia with over 3,600 implemented providers and more than 950 care center locations, targeting over 130 MPSAs (including 39 out of the largest 100 MPSAs), and an addressable population of over 135 million.

We define a market as a geographic area covered by one of our Medical Groups under a single-TIN.

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We accelerate our go-to-market strategy using on the ground market intelligence and a data driven approach to add new practices to our medical group.

As our medical

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groups grow, we transition our markets to value-based programs as demonstrated by the increase in our attributed risk lives across various programs.

As our medical groups grow, we transition our markets to value-based programs as demonstrated by the increase in our attributed risk lives across various programs.

We Are Engineered to be Scalable

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Our payer contracting team works with multiple private and government payers across markets to construct and participate in VBC programs.

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a six-time consecutive recipient of the prestigious HFMA MAP Award, our RCM team meets the high standards for financial results and patient satisfaction.

As a seven-time consecutive recipient of the prestigious HFMA MAP Award, our RCM team meets the high standards for financial results and patient satisfaction.

Our team of performance consultants conduct business operations reviews and audits to optimize our Privia Physicians’ finances and productivity.

Our procurement team develops opportunities to reduce practice expenses through participation in group purchasing.

Our analytics team enables our Privia Providers to make more data-driven decisions on financial, operational, and clinical initiatives, resulting in same store practice growth across both FFS and VBC programs.

Our procurement team develops opportunities to reduce provider expenses through participation in group purchasing.

Our analytics team enables our Privia Providers to make more data-driven decisions on financial,

operational, and clinical initiatives, resulting in same store practice growth across both FFS and VBC programs.

Our clinical operations and informatics team ensures the “doctor’s voice” is present in our technology solutions to drive savings and optimize patient outcomes.

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Patients who meet with a Privia Provider annually for wellness and preventive care experience on average 61% lower hospitalizations, 47% lower emergency room visits, and 25% lower risk-adjusted total cost of care.

In 2020, each ACO across our national network delivered high-value, cost-efficient care to more than 121,000 Medicare beneficiaries, achieving shared savings of approximately $87 million through the MSSP.

In 2021, each ACO across our national network delivered high-value, cost-efficient care to more than 112,000 Medicare beneficiaries, achieving shared savings of $99.9 million through the MSSP.

Our total annual expenditures were 15% lower than the median MSSP ACO and 24% lower than total FFS Medicare.

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Our weighted average inpatient facility spend was 22% lower than the median MSSP ACO and 28% lower than total FFS Medicare.

We achieved CMS quality scores of 97 or higher for each of our regions in 2020 according to applicable CMS criteria.

Since 2014, we have delivered total shared savings across government programs and commercial payers of more than $575 million, including nearly $281 million through participation in the MSSP.

We achieved a weighted average CMS quality score of 93% across our four ACOs according to applicable CMS criteria.

Since 2014, we have delivered total shared savings across government programs and commercial payers of more than $740 million, including more than $380 million through participation in the MSSP.

Our approach has been successful across Commercial, Medicare Advantage, MSSP, and Medicaid, from simpler pay-for-performance programs to more complex partial capitation and risk-based programs.

At the beginning of 2022, Privia Health launched three new Accountable Care Organizations (ACOs) in Maryland, Florida and Tennessee, with each participating in the Medicare Shared Savings Program (MSSP).

This expands the Privia-owned ACOs to seven, including ACOs in Georgia, Gulf Coast Texas, North Texas and Virginia.

In 2022, Privia operated seven ACOs that included more than 1,900 providers caring for over 160,000 Medicare beneficiaries.

In the first two months of 2023, Privia expanded to a total of 10 ACOs serving beneficiaries across the District of Columbia and eleven states, including California, Connecticut, Delaware, Florida, Georgia, Maryland, Montana, North Carolina, Tennessee, Texas, and Virginia.

Out of the ten ACOs five are now participating in the MSSP Enhanced Track with potential upside and downside financial risk.

In aggregate, the Privia ACOs include more than 2,700 providers delivering care to over 198,000 Medicare beneficiaries.

Network for Purchasers and Payers:

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Our tools empower patients to access personal health information and stay connected with their providers by equipping physicians with the tools they need to deliver quality, affordable care when, where, and how patients need it.

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• Capabilities :

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Embedded Virtual Visit Technology, Embedded Quality and Risk Gaps, Referral Decision Support, Virtual Scribes.

Thorough patient examinations, over 4.0 average Stars Score across Medicare Advantage programs;

over 97% quality score (MSSP);

average quality score exceeded 90% across all four ACOs in the MSSP 2021 performance year;

100% of established markets with Merit-Based Incentive Payment System, or MIPS, fee schedule improvement.

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Patient Portal, Patient Satisfaction Surveys, PRQD, Automated Patient Outreach, Care Plans, Care Management Application, Analytics Platform

• Privia conducts over 84,000 patient surveys per week

• Privia conducts approximately 55,000 patient surveys per week

• 9% survey response rate

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over 5,600 self-service knowledge-based articles;

85 online courses available

Virtual Visits—Mobilizing Doctors during the COVID-19 Outbreak Situation

over 230 online courses available

Virtual Visit Capabilities

Legacy telehealth platforms have traditionally offered virtual visits as an isolated encounter between a patient and a medical provider who do not have an existing relationship.

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Therefore, our patients do not need to choose between a telehealth visit at their convenience and seeing a trusted provider.

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At the end of 2019, approximately 250 Privia Providers conducted ~350 virtual visits per week.

In March 2020, as COVID-19 rapidly became a global health issue and shelter-in-place orders were enacted, practices nationwide saw on average a 60% decrease in patient volumes.

In response, Privia quickly launched provider and patient communication campaigns to transition from in-person to virtual visits, as clinically appropriate.

Over 2,300 Privia Providers, representing more than 43 medical specialties, continued delivering care to patients via our proprietary telehealth platform.

We further launched our 24/7 Virtual Clinic, providing on demand access to Privia Providers for immediate care if a patient’s primary care provider is not available.

We are expanding the service directly to individuals and employers as they explore alternative fully integrated care models to manage a remote workforce.

In March 2020, Privia’s virtual visit volumes increased from ~100 per day to more than 6,000 per day on average without operational disruption and zero downtime on Privia’s proprietary virtual visit platform.

Virtual visit volume increased rapidly, from approximately 0.3% of all visits prior to the COVID outbreak to more than 45% by the beginning of April 2020.

Over 3,300 Privia Providers, representing more than 50 medical specialties, continued delivering care to patients via our proprietary telehealth platform through 2022.

We further launched our 24/7 Virtual Clinic, providing on demand access to Privia Providers for immediate care if a patient’s primary care provider is not available.

As of December 31, 2022, over 900,000 distinct Privia patients have completed over 2.3 million virtual visits.

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The intent being to balance physician leadership on clinical matters while acknowledging that certain matters will require action by Privia given the fact that Privia contributed the capital and intellectual knowledge to establish the Owned Medical Groups and ACOs.

In addition, our National Physician Advisory Council (“NPAC”) brings together the clinical and

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executive local market leadership across the country to provide valuable input to improve our common technology-enabled platform, physician facing data reporting, common quality initiatives, marketing and product performance.

In addition, our National Physician Advisory Council (“NPAC”) brings together the clinical and executive local market leadership across the country to provide valuable input to improve our common technology-enabled platform, physician facing data reporting, common quality initiatives, marketing and product performance.

Under the auspices of the NPAC, various individual specialty collaboratives meet both locally and nationally to address common issues, bring best practices and models of success to the forefront.

As an example, Privia Women’s Health focuses on advancing VBC and performance in women’s health, including participation in building VBC-contracting models with bundled payments and episodes of care, and including remote patient monitoring in pregnancy.

The pediatric collaborative successfully brings forward strategies to engage patients and families in continuing pediatric care through continuous education, information, structural changes and innovative ways of keeping patients and family safe including virtual visits, drive through testing for COVID, vaccination programs, and triaging for in person visits.

The pediatric collaborative successfully brings forward strategies to engage patients and families in continuing pediatric care through continuous education, information, structural changes and innovative ways of keeping patients and family safe including virtual visits, vaccination programs, and triaging for in person visits.

Physician culture begins at selection of high performing, well-respected practices in their communities to join Privia, and continues with on boarding and implementation, continuous education on VBC, physician led PODS and participation at both the market and national executive and clinical leadership levels.

Privia currently serves approximately 3 million patients across the continuum of care.

Privia currently serves over 4 million patients across the continuum of care.

Our total cost of care framework enables us to provide enhanced care regardless of whether the patient is healthy, early stage chronic, high risk, poly-chronic or a complex case.

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Privia solves these challenges by advancing immediate business goals, aligning physicians, and positioning the health system organization for long-term success in a value-based market.

We partner with forward thinking providers to address their most pressing needs by providing i) a physician alignment platform for health systems seeking a more efficient model to align and build loyalty with community physicians ii) a medical group enablement strategy for health systems looking to reduce operating losses from an employed medical group and iii) a medical group privatization strategy for health systems seeking to eliminate subsidies from a physician employment model.

We partner with forward thinking providers to address their most pressing needs by providing:

(i) a physician alignment platform for health systems seeking a more efficient model to align and build loyalty with community physicians (ii) a medical group enablement strategy for health systems looking to reduce operating losses from an employed medical group and (iii) a medical group privatization strategy for health systems seeking to eliminate subsidies from a physician employment model.

Our flexible, scalable, capital-efficient model generates cost savings and top-line growth in a shifting reimbursement environment.

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Our tools engage patients, close care gaps, and connect primary care providers and specialists to avoid unnecessary patient encounters.

We align incentives with our payer partners by linking performance to rewards and enter into innovative custom contracts serving all demographics and populations across the continuum of care.

We align incentives with our payer partners by linking

performance to rewards and enter into innovative custom contracts serving all demographics and populations across the continuum of care.

Privia seeks to create significant benefits directly to employers through the improvement of benefit design, simplicity of use and reduced friction with the healthcare system.

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Our enhanced primary care model offers superior care to their employees while lowering per-member, per-year costs.

Our high-performance

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networks connect primary care and specialty providers to ensure employee care is streamlined, coordinated, and efficient.

Our high-performance networks connect primary care and specialty providers to ensure employee care is streamlined, coordinated, and efficient.

With 24/7 accessibility and a user-friendly interface, our virtual visits technology can save time, decrease absenteeism, and improve employee satisfaction.

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for example, patients enrolled in our diabetes management program experience on average 30% lower emergency room visits, 38% lower hospitalizations, and 27% lower cost of care.

Privia is also recognized for being in the top 20th percentile of comparable MSSP ACOs nationally in quality measures such as fall risk screening, flu vaccination, and HbA1c control for diabetic patients.

Privia is also recognized for being in the top 20th percentile of comparable MSSP ACOs nationally in quality measures such as fall risk screening, controlling high blood pressure, and HbA1c control for diabetic patients.

We provide the benefit of scale while also offering flexibility with ownership structures .

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Our scale, technology-enabled platform, more competitive payer contracts, leading practice operations and physician governance are designed to enable our Privia Providers’ practices to grow revenue and succeed in VBC reimbursement models.

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Ability to enter and move markets to VBC:

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Privia Providers have high average satisfaction with their overall performance on our platform.

Our provider NPS of 58 (for the period between April 6, 2021 to April 27, 2021, as surveyed by Press Ganey Associates) is 23 points higher than the average provider score of 35.

Our provider NPS of 57 (for the period between April 18, 2022 to May 16, 2022, as surveyed by Press Ganey Associates) is 22 points higher than the average provider score of 35.

In addition, we have 95% average provider retention over the past five years.

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Our Growth Strategy

Privia currently operates in seven states and the District of Columbia, covering over 100 target MPSAs (including over 30 out of the largest 100 MPSAs).

As of December 31, 2022, Privia operates in nine states and the District of Columbia, covering 130 target MPSAs (including 39 out of the largest 100 MPSAs).

We have over 3,600 implemented provider partners in our existing markets.

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• Revenue optimization through enhanced payer contracting strategies and strong revenue cycle performance which drives efficiency and higher revenue realization.

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Moving Markets to VBC

• Focus on same store growth of patients attributed to value-based contracts in each existing geographic market (e.g.

we currently have over 170,000 patients aging into Medicare over the next five years in each existing geographic market);

we currently have over 195,000 patients aging into Medicare over the next five years);

• Increase our revenue opportunity on a per patient basis by continuing to improve performance and continuing to take increasing levels of risk in existing value-based programs across commercial, MSSP, Medicare Advantage, Medicaid and other existing and emerging direct payer and employer contracting programs;

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Our data-driven approach allows us to efficiently identify primary care and specialist provider groups that would benefit from our platform;

• Expand recently launched Privia Women’s Health and Privia Pediatrics platforms;

• Expand Privia Women’s Health and Privia Pediatrics platforms;

• Develop value-oriented ancillary services for our Medical Groups.

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• Our growth playbook also factors in the opportunity to acquire minority or majority ownership of provider groups in existing and new markets;

• In the future, we may also open de-novo, wholly or partially owned, sites of care focused on Medicare Advantage, direct contracting, and fully capitated contracts in existing and new markets if or when it makes business and economic sense.

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• In the future, we may also open de-novo, wholly or partially owned, sites of care focused on Medicare Advantage, ACO REACH, and fully capitated contracts in existing and new markets if or when it makes business and economic sense.

Sales, Marketing and Business Development

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Our branding and marketing strategy to drive growth to our practices have continued to result in increased engagement with new and existing patients and expanded enterprise web presence.

• Employer sales and marketing —Our dedicated direct-to-employer sales team markets our platform, provider network and 24/7 virtual health capabilities directly to employers for workforce healthcare management.

We have also developed a program, COVID Care Coordination (CCC), for managing COVID risk within an employee population that combines prevention best practices, 24/7 care access, patient engagement, testing protocols, and care coordination.

Our marketing strategy focuses on increasing the overall brand awareness of Privia Health and of our Medical Group brands in each of our markets.

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We believe our practice model and breadth of services offered to all patient types is unique and we therefore compete with different companies across certain lines of business, including companies with:

dedicated brick-and-mortar locations which often target patients covered by Medicare Advantage plans (such as Oak Street Health), dedicated direct primary care locations which often target a commercial or employer-based patient population (such as One Medical), the ability to organize providers into accountable care organizations, allowing physicians to participate in VBC arrangements (such as Aledade) and the ability to partner with physicians groups to enable better care delivery primarily for seniors (such as Agilon Health or VillageMD).

dedicated brick-and-mortar locations which often target patients covered by Medicare Advantage plans (such as Oak Street Health);

dedicated, direct primary care locations which often target a commercial or employer-based patient population (such as One Medical);

the ability to organize providers into accountable care organizations, allowing physicians to participate in VBC arrangements (such as Aledade);

and the ability to partner with physicians groups to enable better care delivery primarily for seniors (such as Agilon Health).

These competitors may be narrower in their competitive footprint and may not address all the key stakeholders we serve simultaneously.

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With the emergence of new technologies and market entrants, we expect to face increasing competition over time, which we believe will generally increase awareness of the need for modernized care models and other innovative solutions.

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Intellectual Property

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We rely on a combination of trademarks, service marks, copyrights and trade secrets to protect our proprietary technology and other intellectual property.

As of December 31, 2021, we exclusively own five (5) registered trademarks in the United States, including Privia Health.

As of December 31, 2022, we exclusively own six (6) registered trademarks in the United States, including Privia Health.

In addition, we have registered domain names for websites that we use or may use in our business.

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• changes in and reinterpretation of rules and laws by a regulatory agency or court, such as state corporate practice of medicine and fee-splitting laws, that could affect the structure and management of our business and our Medical Groups;

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• negative adjustments to government payment models including, physician compensation under Medicare Part B, shared savings under MSSP, payment opportunities under Medicare Advantage programs, Medicaid and other state and federal payment program;

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Nonetheless, to protect the underlying interests of the corporate practice of medicine prohibition, we further ensure that Privia Physicians are solely and exclusively in control of all aspects of the practice of medicine and the provision of professional physician

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services through the Owned Medical Groups, including, without limitation, decisions regarding professional medical judgment, diagnosis and treatment of patients, supervisory responsibility for all Privia Clinicians, supervision of all unlicensed individuals to whom the Privia Physician delegates non-discretionary duties and any other individual, whether employed by the Medical Group or an independent contractor of the Medical Group, regardless of licensure status, providing any service to a patient of a Privia Physician.

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(a) a contractual relationship with our Non-Owned Medical Groups, whereby our most significant rights are generally set forth in our MSAs, or (b) a relationship whereby our Friendly Medical Groups are majority owned, directly or indirectly, by a Nominee Physician in compliance with corporate practice of medicine prohibitions.

Recently, our Medical Group in Tennessee and our new Medical Group in the State of Texas became Friendly Medical Groups, with each being majority owned by Nominee PC owned by a Nominee Physician.

Our Medical Groups in Tennessee and West Texas are Friendly Medical Groups, with each being majority owned by Nominee PC owned by a Nominee Physician.

If a jurisdiction’s prohibition on the corporate practice of medicine is interpreted in a manner that is inconsistent with our practices, we would be required to restructure or terminate our arrangements with our Friendly Medical Groups and could result in additional penalties, damages and fines.

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Accordingly, although we typically charge a percentage management fee to our Medical Groups, in Florida, we have historically charged a flat administrative fee based upon the Privia Physician’s expected collections for health care services;

however, we are working with our partner and outside counsel to develop a compliant percentage management fee arrangement in Florida.

Similarly, although Texas has a fee splitting prohibition, it is rarely enforced by the Board of Medical Examiners and percentage fees for companies that charge management fees are not expressly forbidden;

however, we have worked with our partner and outside counsel to develop a compliant percentage management fee arrangement for certain services in Florida.

Similarly, although North Carolina does not prohibit percentage based management fees in physician arrangements specifically by statute, the North Carolina Medical Board has taken the position that a physician cannot share revenue on a percentage basis with a non-physician.

Accordingly, we have adopted a flat administrative fee based upon the Privia Physicians’ collections for health care services.

Although Texas has a fee splitting prohibition, it is rarely enforced by the Board of Medical Examiners and percentage fees for companies that charge management fees are not expressly forbidden;

however, Texas courts have struck down arrangements in which the company received a percentage of the practice’s profits (as opposed to gross revenues).

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Court decisions have held that the statute may be violated even if only one purpose of remuneration is to induce referrals.

That is, even if a business arrangement is for a legitimate purpose, it can still be found to violate the Anti-Kickback Statute if a secondary purpose is

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to induce referrals.

That is, even if a business arrangement is for a legitimate purpose, it can still be found to violate the Anti-Kickback Statute if a secondary purpose is to induce referrals.

In addition, a person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or have the specific intent to violate it in order to have committed a violation.

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• Joint ventures .

We wholly own all of our subsidiaries except for our Owned Medical Groups, and four of our MSOs, where we have majority ownership.

We wholly own all of our subsidiaries except for our Owned Medical Groups, six of our MSOs, and one ACO where we have majority ownership.

• Privia Physician Agreements .

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Further, we anticipate that the greater flexibility and certainty allowed by the final regulations could give rise to more competition for physicians in our various markets and may make competitors more attractive to our physicians with less integrated and operationally cheaper business models.

Additionally, the OIG has called for comments and issued proposed regulations related to modernizing the Civil Monetary Penalty law governing inducements provided to Medicare and Medicaid beneficiaries.

The Office for Civil Rights (“OCR”) is also involved, and has called for information from the public regarding ways that the HIPAA regulations could be modernized to support coordinated,

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Additionally, the Substance Abuse and Mental Health Services Administration, or SAMHSA, published proposed regulations related to the privacy of substance use disorder treatment records, and CMS published proposals to revise its Stark Law’s advisory opinion process.

We anticipate many more proposals and changes into the future as part of this initiative.

These changes in federal regulations are anticipated to make a significant impact on health care providers and other stakeholders.

These and similar changes may cause OIG, CMS or other regulators to change the parameters of rules and regulations that we must follow and thus impact our business, results of operations and financial condition.

Although the pace of the CMS’ modernization of health care regulations has slowed under the Biden administration, every annual payment update from CMS includes substantive changes in regulations that potentially impact our business, operations and financial condition, Such regulatory changes, changes in law or judicial decisions changing interpretations of existing laws or regulations may cause OIG, CMS or other regulators to change the parameters of rules and regulations that we must follow and thus impact our business, results of operations and financial condition.

The Stark Law prohibits a physician (as defined by statute) who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing certain Designated Health Services, or DHS, from referring Medicare patients to such entities for the furnishing of DHS, unless an exception applies.

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If our Owned or Non-Owned Medical Groups were to bill for DHS referred by our Privia Physicians and the underlying relationship between the Owned or Non-Owned Medical Groups and the referring physician was found to not satisfy an exception to the Stark Law, our Owned or Non-Owned Medical Groups could be required to restructure their relationships with Privia Physicians, face civil penalties, pay substantial fines, return as overpayments any reimbursement from Medicare received for such DHS or otherwise experience a material adverse effect, including loss of reputation, inability to recruit additional practices, loss of revenue, and increased costs of operations.

This prohibition also

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limits how we may pursue physician opportunities in the future.

This prohibition also limits how we may pursue physician opportunities in the future.

For example, were we to pursue a physician practice acquisition strategy, the Stark Law would limit both how we structure such acquisitions and our range of purchase prices for such acquisitions.

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The penalties for a violation of the FCA can be significant and are subject to annual adjustments for inflation, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the federal health care program for each such false claim.

Further, FCA cases are filed under seal to give the government an opportunity to

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review, investigate and intervene in the case.

Further, FCA cases are filed under seal to give the government an opportunity to review, investigate and intervene in the case.

FCA cases may remain under seal for extended periods of time while the defendant in the case is unaware of the complaint and any resulting investigation.

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These regulations also provide patients with substantive rights with respect to their health information.

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The HIPAA privacy and security regulations also require covered entities to enter into written agreements with certain contractors, known as business associates, to whom we disclose PHI.

Covered entities may be subject to penalties for, among other activities, failing to enter into a business associate agreement where required by law or as a result of a business associate violating HIPAA, if the business associate is found to be an agent of the covered entity and acting within the scope of the agency.

Covered entities may be subject to penalties for, among other activities,

failing to enter into a business associate agreement where required by law or as a result of a business associate violating HIPAA, if the business associate is found to be an agent of the covered entity and acting within the scope of the agency.

Business associates are also directly subject to liability under certain HIPAA privacy and security regulations.

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Prior to the Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace.

The executive order also instructed certain governmental agencies to review and reconsider their existing policies

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and rules that limit access to healthcare.

We cannot predict how employers, commercial payers or persons buying insurance might react to federal and state healthcare reform legislation, whether already enacted or enacted in the future, nor can we predict what form many of these regulations will take before implementation.

Other legislative changes have been proposed and adopted since the ACA was enacted.

These changes included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic and a reduction of the sequestration cut to 1% from April 1 to June 30, 2022.

The American Rescue Plan Act of 2021, signed into law March 11, 2021, included a number of provisions intended to shore up the ACA, including lower premiums for insurance purchased through the exchange marketplace, premium tax credits for insurance purchased by individuals on the exchange marketplace and providing significant subsidies for states that have not yet expanded their Medicaid programs under the ACA.

The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare.

We cannot predict how employers, commercial payers or persons buying insurance might

react to federal and state healthcare reform legislation, whether already enacted or enacted in the future, nor can we predict what form many of these regulations will take before implementation.

As part of the Federal government’s omnibus funding legislation passed at the end of 2022, Congress again reduced Medicare’s scheduled reductions to physician reimbursement, which went from a scheduled 8.5% reimbursement cut to a 2% cut in physician reimbursement in 2023 and at least a 1.25% reimbursement cut in 2024.

In addition, Congress extended the 5% bonus payment for Advanced Alternative Payment Models, including Accountable Care Organizations, which was scheduled to expire at the end of 2022, for one year at a bonus rate of 3.5%.

These continued cuts to reimbursement especially at a time when physicians are experiencing inflated costs, including labor costs, create a financial challenge to physicians practices.

Although such cuts may ultimately provide an opportunity for companies such as ours by increasing the pool of physicians looking to associate with larger partners, in the short term, such reimbursement costs could negatively impact our earnings and reduce the amount of compensation available to our Privia Providers.

In addition, the American Rescue Plan Act of 2021, signed into law March 11, 2021, included a number of provisions intended to shore up the ACA, including lower premiums for insurance purchased through the exchange marketplace, premium tax credits for insurance purchased by individuals on the exchange marketplace and providing significant subsidies for states that have not yet expanded their Medicaid programs under the ACA.

These changes as well as other administrative changes such as extending enrollment periods for 2021 and increasing navigator funding may ultimately decrease our Medical Groups’ uninsured patient populations but at the same time, such changes may move patient populations from higher reimbursed commercial insurance to lower reimbursed exchange marketplace coverage.

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The term of our strategic anchor partnership arrangement is typically between five to ten years and automatically renews unless either the anchor partner or we decide not to renew.

These agreements further have other custom rights, non-solicitation, exclusivity, termination and post termination provisions terms that are unique to each situation.

These agreements further have other custom rights, non-solicitation, exclusivity,

termination and post termination provisions terms that are unique to each situation.

We also build in unwind provisions that typically allow us to continue to operate in a market after termination of our underlying relationship with an anchor group.

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The term of our in-market new provider physician member services agreements and support services agreement is typically three years and automatically renews unless either the practice or we decide not to renew.

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None of our employees are represented by labor unions or covered by collective bargaining agreements.

We consider our relationship with our employees to be good and we have not experienced any work stoppages.

We consider our relationship with our employees to be good and we have not experienced any work stoppages or reductions in force.

We believe our geographically dispersed employees are a competitive advantage.

While certain employees work onsite, the majority of our workforce is remote.

Our remote workforce strategy allows us to hire the best possible talent irrespective of geographic constraints across many functional roles.

Our internal systems and processes are designed to ensure our remote employees are productive and contribute meaningfully.

This has enabled us to successfully continue to operate without disruption in the recent months despite the impact of and restrictions imposed by the COVID-19 pandemic.

Our internal systems and processes are designed to ensure our remote employees are productive, contribute meaningfully, and are able to exceed expectations in their roles.

This has enabled us to successfully continue to operate through the restrictions imposed by the COVID-19 pandemic.

Talent Development and Engagement

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One of our strategic corporate goals is to grow and develop our diverse workforce, and we have established ongoing leadership development and retention programs intended to support employees in their career progression.

This includes an Emerging Leaders Program, a Manager Onboarding program, individual coaching, and ad hoc and brown bag training sessions.

This includes an Emerging Leaders Program, a Manager Onboarding program, individual coaching, and ad hoc formal and informal training sessions.

Employee Health and Wellness

Our goal is to holistically support our employees, no matter who they are or where they are in life.

Our goal is to comprehensively support our employees, no matter who they are or where they are in life.

To further this goal, Privia has introduced nationwide access to virtual mental healthcare as well as coverage for gender affirmation procedures, fertility treatment and pregnancy care management for plan participants.

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Additionally, we have access to management training on important topics like helping parents return to work or identifying burnout.

To better promote these benefits and serve our workforce, the People Operations team has received mental health first-aid training.

In addition to these on-demand services, we also offer Mental Health First Aid certification so our managers can recognize and respond to a person experiencing a mental health emergency.

Diversity, Equity and Inclusion

Our mission is to develop and retain the best and brightest talent from diverse backgrounds, and we strive for transparency and accountability to remove barriers so that each and every employee can bring their full self to work.

Our mission is to develop and retain the best and brightest talent from diverse backgrounds.

We strive for equitable treatment and in doing so, remove barriers and level the playing field so that each and every employee has the opportunity to be successful in their role.

We regularly scrutinize our job descriptions, education and experience requirements, and physical demands to ensure we are not creating any unnecessary barriers for qualified applicants.

Annually, the People Operations team reviews and enhances our policies, processes, and benefits to address a variety of opportunities including, but not limited to, universal parental leave, transgender workplace transition guidance and a gender-neutral dress code.

In order to foster a culture of inclusion, Privia is focused on strategic objectives.

Annually, the People Operations team reviews and enhances our policies,

processes, and benefits to address a variety of opportunities including, but not limited to, universal parental leave, transgender workplace transition guidance and a gender-neutral dress code.

We champion and seek to continually improve the representation of all members of the populations we serve within our workforce.

We provide all of our employees with the tools,

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resources, and accommodations they need to be successful, and we have cultivated an inclusive work environment that encourages creativity and innovation.

We provide all of our employees with the tools, resources, and accommodations they need to be successful, and we have cultivated an inclusive work environment that values this representation and encourages creativity and innovation.

Serving Our Communities

We encourage and actively support our employees who want to have a meaningful and positive impact on their communities and charitable causes by giving their time, talents and money.

We encourage and actively support our employees who want to have a meaningful and positive impact on their communities and charitable causes by giving their time, talents and resources.

In 2022, the Company supported various charitable organizations throughout the year, focused on heart health, food disparities across our geographies, and holiday donations for underserved communities.

In an effort to make a greater impact, will be focusing corporate charitable giving on healthcare organizations and those that benefit historically underserved and underrepresented communities nationally.

For 2022, we have chosen four national organizations to build relationships with and support throughout the year, including:

The American Heart Association;

The Health Equity Initiative;

The Alzheimer’s Association;

and Feeding America.

In August 2017, we established the Privia Employee Disaster Relief Fund.

Should a disaster occur that impacts employees in any of our geographies, the relief fund is reopened and employees are able to donate to support their colleagues who applied for help.

This fund was recently opened during the height of the 2020 COVID-19 pandemic for employees who needed help with basic necessities and in March 2021 for Texas employees who were financially impacted by winter storms.

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In 2023, we will continue to maximize our impact and give back to the communities in which we serve.

Additionally, we have a task force that is activated in advance of weather events or impending natural disasters.

The task force coordinates outreach to each employee in the potential impact area and remains in touch throughout the duration and recovery.

The task force assesses impact and provides resources to address the most pressing, time-sensitive needs.

Should a disaster occur that impacts employees in any of our geographies, the Privia Employee Disaster Relief Fund, originally established in August, 2017, is reopened.

Through donations to the relief fund, employees are able to support their colleagues who applied for help.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business