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Item 1. Business

2024-02-27 compared with 2023-03-01 · 82 added, 88 removed, 790 unchanged (18% of the section changed)

Privia Health Group, Inc.

(“Privia Health”, “we”, “our”, the “Company”) is a technology-driven, national physician-enablement company that collaborates with medical groups, health plans, and health systems to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care in both in-person and virtual care settings (the “Privia Platform”).

(“Privia Health”, “we”, “our”, or the “Company”) is a technology-driven, national physician-enablement company that collaborates with medical groups, health plans, and health systems to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care in both in-person and virtual care settings (the “Privia Platform”).

We directly address three of the most pressing issues facing physicians today:

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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.

The Privia Platform is powered by our proprietary end-to-end, cloud-based technology solution that integrates both Privia-developed and third-party applications into a seamless interface and workflow that manages all aspects of our Privia Providers’ provision of healthcare services (the “Privia Technology Solution”).

The Privia Platform is powered by our Privia Technology Solution that integrates both Privia-developed and third-party applications into a seamless interface and workflow that manages all aspects of our Privia Providers’ provision of healthcare services.

We enhance the patient experience, improve practice economics and influence point of care delivery through investments in data analytics, revenue cycle management (“RCM”), practice and clinical operations and payer alignment.

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• Establishes Provider Density in Local 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).

Supports a proven expansion strategy resulting in increased relevance with payers and patients (over 1,090 care center locations across 13 states and the District of Columbia, targeting over 160 metropolitan statistical areas (“MPSAs”) located within those geographical markets).

• Designed to Transform Care Delivery:

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We believe our model is highly scalable.

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

Privia operates in 13 states and the District of Columbia, covering over 160 target MPSAs (including 54 out of the largest 100 MPSAs), not including our planned exit from Delaware.

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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This time lag between signing and implementing a provider gives us very high visibility into total practice collections over a forward twelve-month period.

Our implemented providers operate in over 950 care center locations providing care to over 4 million patients, including approximately 500,000 commercial patients who have selected one of our Medical Groups as their provider of primary care services, as measured at the end of a particular period (“attributed lives”), approximately 117,000 Medicare Advantage attributed lives, 166,000 Medicare Shared Savings / Maryland CPC+ Program attributed lives, and over 72,000 Medicaid attributed lives.

Our implemented providers operate in over 1,090 care center locations.

Privia cares for over 4.8 million patients, including approximately 683,000 commercial patients who have selected one of our Medical Groups as their provider of primary care services, as measured at the end of a particular period (“attributed lives”), approximately 155,000 Medicare Advantage attributed lives, 197,000 Medicare Shared Savings / Maryland PCP+ Program attributed lives, and approximately 85,000 Medicaid attributed lives.

In addition, we currently have over 224,000 patients aging into Medicare over the next five years.

Our confidence in our business model is based on our belief that the Privia Platform works across all geographies and will allow us to enter many new markets across the country over the coming decades and fundamentally move those markets to VBC.

We recently began offering Privia Care Partners, a more flexible provider affiliation model, to providers who do not desire to join one of our Medical Groups.

This model will initially aggregate providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EMR platforms.

Providers participating in Privia Care Partners will be clinically integrated to allow for joint contracting with payers.

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.

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

Our confidence in our base business model is based on our belief that the Privia Platform works across all geographies and will allow us to enter many new markets across the country over the coming decades and fundamentally move those markets to VBC.

In some instances, we also move into and expand in new and existing markets through our Privia Care Partners model.

Privia Care Partners offers a more flexible affiliation model to providers who are looking solely for VBC solutions without the necessity of joining one of our Medical Groups and changing EMR platforms.

Providers participating in Privia Care Partners are clinically integrated to allow for joint contracting with payers, and we furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose.

As of January 1, 2024, approximately 1,350 providers with approximately 200,000 attributed lives are participating in the Privia Care Partners model.

During 2023, 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.

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

We own a majority interest in certain of our Medical Groups (each, an “Owned Medical Group”), with Privia Physicians collectively owning a minority interest, and we own no interest in certain other Medical Groups (each, a “Non-Owned Medical Group”).

In those markets in which state regulations do not allow us to own Medical Groups, the Non-Owned Medical Groups are owned either (a) 100% owned by the Privia Physicians or (b) majority owned, indirectly through a professional entity (“Nominee PC”), by a licensed physician holding a Privia leadership position (such physician leader, a “Nominee Physician” and each such Non-Owned Medical Group owned in this manner, a “Friendly Medical Group”).

Our Non-Owned Medical Group Privia Physicians, who owned their own practices prior to joining Privia, continue to own their historical practice entities (“Affiliated Practices”) but those Affiliated Practices no longer furnish healthcare services and Privia Physicians are contractually obligated to furnish all healthcare services through their Medical Group.

In those markets in which state regulations do not allow us to own Medical Groups, the Non-Owned Medical Groups are either (a) 100% owned by the Privia Physicians or (b) majority owned, indirectly through a professional entity (“Nominee PC”), by a licensed physician holding a Privia leadership position (such physician leader, a “Nominee Physician” and each such Non-Owned Medical Group owned in this manner, a “Friendly Medical Group”), and in those markets where we partner with health systems, our health system partner owns a majority interest in the Non-Owned Medical Groups, with Privia Physicians owning a minority interest.

Our Owned and Non-Owned Medical Group Privia Physicians, who owned their own practices prior to joining Privia, continue to own their historical practice entities (“Affiliated Practices”) but those Affiliated Practices no longer furnish healthcare services and Privia Physicians are contractually obligated to furnish all healthcare services through their Medical Group.

The Medical Groups have no ownership in the underlying Affiliated Practices, but the Affiliated Practices do provide certain services to the Medical Groups, such as use of space, non-physician staffing, equipment and supplies.

We provide management services to each Medical Group though a local management services organization (each, a “MSO”) established with the objective of maximizing the independence and autonomy of our Privia Physicians, while providing Medical Groups with access to VBC opportunities either directly or through Privia-owned accountable care organizations (each, an “ACO”).

We have national committees that distribute quality guidance, and we employ Chief Medical Officers who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups.

We have national committees that distribute quality guidance, and we employ Chief Medical Officers who provide clinical oversight

and direction over the clinical affairs of the Owned Medical Groups.

Additionally, we hold the provider contracts, maintain the patient records, set reimbursement rates, and negotiate payer contracts on behalf of the Owned Medical Groups.

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 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.

(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 to Non-Owned Medical Groups (“FFS-administrative services”), (ii) VBC revenue collected on behalf of our Privia Providers in the form of (a) capitated revenue and (b) management and administrative fees, which, at this time, are primarily in the form of 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 are reflected within our consolidated financial results.

Privia Health is a technology-driven, national physician-enablement company designed to transform the healthcare delivery experience for physicians and patients, while increasing value to payers.

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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.

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.

The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries.

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.

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

At-risk capitated fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries.

The Company is currently renegotiating certain capitated agreements expected to reduce its at-risk capitated lives to increase the probability of positive contribution margin and limit downside financial risk in the midst of prevailing headwinds from higher medical cost trends and other financial and reimbursement pressures on payers and provider organizations, If successful, the Company expects the renegotiated contract would transition approximately 19,900 lives from capitated lives to shared savings lives, effective January 1, 2024.

Our Market Opportunity

We believe there are approximately 1,000,000 total physicians and providers in the U.S.

Our existing provider penetration and market share provides us with significant opportunity to grow in both our existing and new geographies.

Our existing provider relationships provides us with significant opportunity to grow in both our existing and new geographies.

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

We operate in 13 states and the District of Columbia, with over 4,300 implemented physicians and providers, covering over 4.8 million patients.

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

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In 2017, The Advisory Board Company listed Privia Health as one of the “Workplaces of the year” for employee engagement.

In 2018, our current CEO, Shawn Morris joined and we also launched our Women’s Health specialty vertical.

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 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).

We launched Privia Medical Group in Montana and North Carolina in 2022.

In 2023, we launched Privia Quality Network Connecticut, as well as Privia Medical Group Washington and Privia Medical Group South Carolina.

In addition, from 2016 to 2022 we received seven consecutive HFMA MAP award for high performance in revenue cycle.

From 2015 to 2023, we have averaged a 28% 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 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.

A market could comprise a single state, part of a state or a group of multiple states.

Once we enter a market with an anchor medical group or health system, we establish provider density using an in-market and national sales and marketing team.

We operate in 13 states and the District of Columbia with over 4,300 implemented providers and more than 1,090 care center locations, targeting over 160 MPSAs (including 54 out of the largest 100 MPSAs), and an addressable population of over 167 million.

Under our standard Privia Medical Group model, we establish provider density using an in-market and national sales and marketing team once we enter a market with an anchor medical group or health system.

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

Generally speaking, we define a market as a geographic area covered by one of our Medical Groups under a single TIN or covered by one of our Privia Care Partners.

A market could comprise a single state, a part of a state or a group of multiple states and/or districts.

We Are Engineered to be Scalable

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Privia’s goal is to reimagine the approach to managing physician organizations and optimize their performance by creating a platform that caters to their unique needs.

We do this through five key elements of our platform:

For our Privia Medical Group model, we do this through five key elements of our platform:

(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 an 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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Unlike other peers, Privia manages the complexity in the background in order to create a unified workflow and experience for our Medical Groups, Privia Providers, their staff and patients.

For example, Privia uses APIs with systems and data exchanges so that our Privia Providers do not need to access other systems during a patient visit, and our EMR interfaces generate approximately 8 million messages on a monthly basis.

For example, Privia uses APIs with systems and data exchanges so that our Privia Providers do not need to access other systems during a patient visit.

After the visit, our providers follow up with patients using automated education, transitional and chronic care management, care plans, behavioral health and more.

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Single-TIN Medical Group:

In each of our markets, we establish a primary care centric single-TIN Medical Group that facilitates payer negotiation, clinical integration and alignment of financial incentives.

In each of our Privia Medical Group markets, we establish a primary care centric single-TIN Medical Group that facilitates payer negotiation, clinical integration and alignment of financial incentives.

Our Medical Group governance structure allows Privia Providers to build a clinical culture that adapts to consumers’ and a region’s unique and evolving needs.

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

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.

As a seven-time 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 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 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 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.

In 2022, Privia operated seven ACOs that delivered high-value, cost-efficient care to more than 163,000 Medicare beneficiaries, achieving shared savings of $131.7 million through the MSSP, a shared savings increase of 31.8% over 2021.

Our total annual expenditures were 8% lower than the median MSSP ACO and 19% lower than total FFS Medicare.

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Our weighted average inpatient facility spend was 12% lower than the median MSSP ACO and 24% lower than total FFS Medicare.

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 $937 million, including more than $510 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.

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.

Privia expanded its number of ACOs in 2023, with a total of ten ACOs serving over 198,000 Medicare 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 were participating in the MSSP Enhanced Track with potential upside and downside financial risk.

For the 2024 MSSP performance year, Privia will have nine ACOs participating in the MSSP serving approximately 192,000 Medicare beneficiaries following its planned exit from the Delaware ACO.

Five of the nine ACOs are participating in the MSSP Enhanced Track in the 2024 MSSP performance year.

Network for Purchasers and Payers:

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Practice Websites with Online Reputation Management (ORM) and Search Engine Optimization (SEO), Online Self-Scheduling and Physician Search, Mobile App, Online Check-in, Appointment Reminders, Secure Patient Messaging, 24/7 Nurse Triage Call Center, and 24/7 On-demand Virtual Visits for immediate or primary care.

approximately 460 practice websites managed with approximately 560,000 monthly unique visits;

approximately 570 practice websites managed;

approximately 2,000 providers on online scheduling;

approximately 200,000 mobile app users monthly, over 90% mobile and 80% email collection rates;

approximately 390,000 distinct mobile app users annually, over 90% mobile and 80% email collection rates;

over 75% email open rate.

and over 40% gap campaign closure rate.

The Privia Platform prepares providers to more efficiently see patients, and facilitates improved outcomes before the patient enters the examination room.

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Interoperability, Interface Management, Patient Portal, Online Check-In, Kiosks, Huddle Reports, and Chart Preparation

approximately 8 million messages in athenaNet interfaces monthly, ~3,000 file exchanges with payers per month on average, over 65% patient portal adoption rate

over 1,000 file exchanges with payers per month on average, over 65% patient portal adoption rate

During Visit:

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

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.

Average quality score exceeded 85% across all seven ACOs in the MSSP 2022 performance year, and exceeded the quality performance standard to share in savings at the maximum sharing rate

Between Visits:

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• 96% provider adoption of Privia Connect application;

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

~3,500 self-service knowledge-based articles;

over 620 online courses available

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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.

Privia Providers representing more than 50 medical specialties continued delivering care to patients via our proprietary telehealth platform through 2023.

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.

As of December 31, 2023, over 1.0 million distinct Privia patients have completed over 3.0 million virtual visits.

Of all patients seen by a Privia Provider virtually, 94% did not return to the same doctor or another doctor in the same specialty for a follow up visit within seven days.

During the year ended December 31, 2022, approximately 10% of our visit volume was delivered virtually across our markets and specialties and we anticipate that to hold steady post-COVID.

During the year ended December 31, 2023, approximately 10% of our visit volume was delivered virtually across our markets and specialties and we anticipate that to hold steady in the post-COVID 19 PHE landscape.

With our virtual visit capability fully embedded in our provider workflows and technology stack, Privia practices across our markets have leveraged the virtual health platform to drive improvements in provider productivity, new patient volume and market share.

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• High-Performing Medical Groups:

Privia forms high performing medical groups in each of its markets.

Privia forms high performing medical groups in almost all of its markets.

Our structure allows providers to practice medicine as part of a larger clinically and financially integrated medical group while maintaining their legacy ownership structure and affiliations.

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We align incentives with our Privia Physicians and those who fund healthcare spend by designing our revenue model such that we share in the benefit of our partners achieving better outcomes, regardless of reimbursement environment.

Because we are paid a percentage of our practices’ revenues, our fees are aligned with our Privia Physician practices’ revenue streams, including both FFS and VBC reimbursements, and particularly the latter as we continue moving into successful long term value-based arrangements.

Our fees are aligned with our Privia Physician practices’ revenue streams, including both FFS and VBC reimbursements, and particularly the latter as we continue moving into successful long term value-based arrangements.

We sign multiyear contracts with our Privia Physicians, creating highly predictable and recurring revenue.

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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, controlling high blood pressure, and HbA1c control for diabetic patients.

Privia is also recognized for being in the top 20th percentile of comparable MSSP ACOs nationally in HbA1c control for diabetic patients and in the top 30th percentile for quality measures such as fall risk screening, colorectal cancer screening, and breast cancer screening.

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

Physicians and providers join our single-TIN Medical Group in each geographic market while maintaining significant autonomy and retaining ownership of their legacy practice assets.

Physicians and providers join our single-TIN Medical Group in geographic markets while maintaining significant autonomy and retaining ownership of their legacy practice assets.

Physicians and providers are able to join our platform regardless of whether they are independent, affiliated or employed by a larger provider entity, such as a health system, large medical group, or other captive physician models.

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Privia’s capital-efficient operations are portable and replicable across geographic markets :

We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development.

We generally enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development.

We affiliate with market leading provider groups and health systems to form anchor relationships consisting of a single-TIN Medical Group to which we align other independent, affiliated, or employed providers.

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

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.

We have 96% average provider retention over the past five years.

The patients that our providers serve are generally happier as well, as evidenced by a net patient satisfaction score of 85 for 2023.

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Our Growth Strategy

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).

Privia operates in 13 states and the District of Columbia, not including our planned exit from Delaware, covering 160 target MPSAs (including 54 out of the largest 100 MPSAs).

Privia previously notified CMS that its Delaware ACO will terminate its Participation Agreement with CMS effective March 30, 2024 and will no longer participate in MSSP as of the 2024 performance year.

We have over 4,300 implemented provider partners in our existing markets.

We believe there are approximately 1,000,000 total physicians and providers in the United States.

Our existing provider penetration and market share provides us with significant opportunity to grow in both our existing and new geographies.

Our existing provider relationships and market share provides us with significant opportunity to grow in both our existing and new geographies.

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

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Acquisitions and Investments in Full Service Care Models

• 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, ACO REACH, and fully capitated contracts in existing and new markets if or when it makes business and economic sense.

• Our growth playbook also factors in the opportunity to acquire minority or majority ownership of provider groups or clinically integrated networks in existing and new markets and we may also open de-novo, wholly or partially owned, sites of care in existing and new markets.

Sales, Marketing and Business Development

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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).

dedicated brick-and-mortar locations which often target patients covered by Medicare Advantage plans;

dedicated, direct primary care locations which often target a commercial or employer-based patient population;

the ability to organize providers into accountable care organizations, allowing physicians to participate in VBC arrangements;

and the ability to partner with physicians groups to enable better care delivery primarily for seniors.

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

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Maryland’s law is essentially identical to Tennessee’s law.

Florida, however, still prohibits percentage administrative fees for most services furnished by a management company to a physician.

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

While Florida prohibits percentage administrative fees for certain services furnished by a management company to a physician, we have worked with our partner and outside counsel to develop a compliant percentage 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).

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

Although Texas has a fee splitting prohibition, percentage fees for companies that charge management fees are not expressly forbidden.

Similarly, California courts have found that management fees based on a percentage of revenue do not violate the state’s various fee splitting prohibitions so long as the services are commensurate with the value of management services furnished to the physicians.

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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 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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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.

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.

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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In May 2020, the United States Department of Health and Human Services Office of the National Coordinator for Health Information Technology and CMS issued complementary new rules that are intended to clarify provisions of the 21st Century Cures Act regarding interoperability and information blocking and create significant new requirements for healthcare industry participants.

It is unclear at this time what the costs of compliance with the new rules will be, and what additional risks there may be to our business.

Numerous other federal and state laws and regulations protect the confidentiality, privacy, availability, integrity and security of health information and other types of personal information.

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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.

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.

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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.

10 unchanged sentences

PRVA) (“we”, “our”, the “Company”) was incorporated in Delaware in 2016 and became the sole shareholder of PH Group Holdings Corp.

(“PH Holdings”) (formerly Brighton Health Services Holding Corporation) effective August 11, 2016.

(“PH Holdings”) effective August 11, 2016.

Our Telephone number is (571) 366-8850.

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The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We announce material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and our website.

We use these channels to communicate with investors and the public about our Company, our products and services, and other matters.

Therefore, we encourage investors, the media, and others interested in our Company to review the information we make public in these locations, as such information could be deemed to be material information.

Information on or that can be accessed through our websites is not part of this Annual Report on Form 10-K, and the inclusion of our website addresses are inactive textual references only.

Human Capital Resources

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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.

While certain employees work onsite, the majority of our workforce is either remote or a blend of in-office and remote.

Our flexible 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, contribute meaningfully, and are able to exceed expectations in their roles.

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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.

A recently enhanced Employee Assistance Program (“EAP”) also provides support to all employees and their family members who may be experiencing times of crisis.

Our Employee Assistance Program (“EAP”) provides support to all employees and their family members who may be experiencing times of crisis.

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

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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.

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.

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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.

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.

6 unchanged sentences

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