Privia Health Group, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been listed on the Nasdaq Global Select Market under the symbol “PRVA” since May 3, 2021. Prior to that, there was no public trading market for our common stock. Holders of Record As of the close of business on February 22, 2023, there were approximately 31 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Stock Performance Graph - The following performance graph and related information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. The following graph and related information shows a comparison of the cumulative total return for our common stock, Russell 2000 Index, and NASDAQ Health Care Index between April 28, 2021 (the date our common stock commenced trading on the NASDAQ) through December 31, 2022. All values assume an initial investment of $100 and reinvestment of any dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 65 Table of Contents 4/28/2021 5/31/2021 6/30/2021 7/31/2021 8/31/2021 9/30/2021 10/31/2021 11/30/2021 12/31/2021 Privia Health Group, Inc. (1) $ 100.00 $ 94.19 $ 127.68 $ 119.42 $ 85.78 $ 67.80 $ 73.96 $ 66.47 $ 74.45 Russell 2000 $ 100.00 $ 100.21 $ 102.15 $ 98.46 $ 100.66 $ 97.69 $ 101.85 $ 97.61 $ 99.79 NASDAQ Health Care $ 100.00 $ 97.71 $ 101.67 $ 98.29 $ 100.36 $ 95.90 $ 94.60 $ 87.82 $ 82.74 1/31/2022 2/28/2022 3/31/2022 4/30/2022 5/31/2022 6/30/2022 7/31/2022 8/31/2022 9/30/2022 10/31/2022 11/30/2022 12/31/2022 Privia Health Group, Inc. (1) $ 61.24 $ 74.07 $ 76.92 $ 63.28 $ 68.95 $ 83.80 $ 105.84 $ 114.50 $ 98.01 $ 96.35 $ 68.86 $ 65.35 Russell 2000 $ 90.18 $ 91.14 $ 92.28 $ 83.13 $ 83.26 $ 76.41 $ 84.39 $ 82.66 $ 74.74 $ 82.97 $ 84.90 $ 79.39 NASDAQ Health Care $ 71.25 $ 68.71 $ 69.12 $ 60.31 $ 57.81 $ 57.28 $ 60.39 $ 59.03 $ 54.19 $ 59.51 $ 63.31 $ 62.22 (1) $100 invested on April 28, 2021 in shares and in indices The information above shall not be deemed “soliciting material” or to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,as amended, or otherwise subject to the liabilities under that section, and shall not be incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings. Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2022. Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board may deem relevant. Issuer Purchases of Equity Securities None. Use of Proceeds from Initial Public Offering On May 3, 2021, we completed our IPO pursuant to a Registration Statement (File No. 333-255086), which was declared effective on April 28, 2021. The Registration Statement registered an aggregate of 22,425,000 shares of our common stock at an aggregate offering price of $515.8 million. In the offering, we sold 5,725,000 shares of common stock at an aggregate offering price of $131.7 million and our majority stockholder sold 16,700,000 shares of our common stock at an aggregate offering price of $384.1 million. The number of shares sold by us included the full exercise of the underwriters’ option to purchase up to an additional 2,925,000 shares of common stock from us. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering. The offering commenced on April 26, 2021 and did not terminate before all of the securities registered in the Registration Statement were sold. We received net proceeds of approximately $211.0 million from the IPO and Anthem private placement after deducting underwriters’ discounts and commissions of $7.9 million and expenses of $4.8 million payable by us. We used a portion of the net proceeds from the IPO to voluntarily prepay approximately $33.1 million of indebtedness and accrued interest under the Term Loan Facility in June 2022. 66 Table of Contents Other than the changes noted above there have been no material change in the planned use of proceeds from the IPO from those that were described in the final prospectus filed pursuant to Rule 424(b) under the Securities Act. ITEM 6. [RESERVED] 67 Table of Contents