What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-27 · 175 added, 200 removed, 1013 unchanged (27% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

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OTHER INFORMATION

No officers or directors of the Company adopted , modified or terminated any trading plan during the fourth quarter of 2023.

On November 8, 2024 , Parth Mehrotra , the Company’s Chief Executive Officer and a member of the Company’s Board of Directors , adopted a new trading plan for the sale of securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act (the “New Mehrotra Plan”).

The first possible trade date under the New Mehrotra Plan is March 10, 2025, and the end date of the New Mehrotra Plan is December 31, 2025 , for a duration of approximately nine months.

The aggregate amount of securities that may be sold under the New Mehrotra Plan is 82,128 .

On December 2, 2024 , Shawn Morris , a member of the Company’s Board of Directors , terminated a trading plan for the sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act, which he adopted on June 3, 2024 and was scheduled to end on May 15, 2025, for a duration of approximately eight months (the “Terminated Morris Plan”).

The aggregate amount of securities that could have been sold under the Terminated Morris Plan was 2,500,000 .

On December 2, 2024 , Mr.

Morris adopted a new trading plan for the sale of securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act (the “New Morris Plan”).

The first possible trade date under the New Morris Plan is March 5, 2025, and the end date of the New Morris Plan is November 28, 2025 , for a duration of approximately nine months.

The aggregate amount of securities that may be sold under the New Morris Plan is 1,875,000 .

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

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Any waiver from the Code of Ethics and any amendments to the Code of Ethics will be disclosed on such page of the Company’s website.

The information required by this item will be set forth in the definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2023 (the “Proxy Statement”) and is incorporated into this Annual Report on Form 10-K by reference.

Additionally, we have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all of the Company’s directors, officers, employees and certain other covered individuals.

The Company does not currently purchase its own securities through a share repurchase program[, and we expect that any share repurchase program that may in the future be adopted by the Company would be subject to specific policies and procedures].

The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company.

A copy of the Company’s insider policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The additional information required by this item will be set forth in the definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2024 (the “Proxy Statement”) and is incorporated into this Annual Report on Form 10-K by reference.

EXECUTIVE COMPENSATION

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Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of the Annual Report on Form 10- K:

(a) The following documents are filed as part of this Annual Report on Form 10- K:

Financial Statements:

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Filing Date Filed Herewith

3.1+ Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 7, 2021)

S-1 3.1 333-255086 04/07/2021

3.2+ Third Amended and Restated Bylaws of Privia Health Group, Inc., adopted and in effect as of August 1, 2023 (incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K (File No.

001-40365), filed with the SEC on July 31, 2023

8-K 3.1 001-40365 07/31/2023

Second Amended & Restated Certificate of Incorporation of Privia Health Group, Inc.

(incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No.

001-40365) filed with the SEC on May 23, 2024)

3.1 001-40365 05/23/2024

Fourth Amended & Restated Bylaws of Privia Health Group, Inc.

(incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K (File No.

001-40365) filed with the SEC on May 23, 2024)

3.2 001-40365 05/23/2024

4.1+ Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1 (File No.

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333-255 598 ), filed with the SEC on April 2 9 , 2021)

S-1 10.1 333-255086 04/07/2021

Employment Agreement between Privia Health Group, Inc.

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10-Q 10.8 221-155713 08/11/2022

Employment Agreement, between Privia Health Group, Inc.

and Jeffrey S.

Sherman dated as of January 2, 2022,(incorporated herein by reference to Exhibit 10.1 to 8-K (File No.

001-40365), filed with the SEC on January 6, 2022)

8-K 10.1 001-40365 01/06/2022

Separation and Release of Claims Agreement, dated as of March 21, 2022, between the Company and Jeffrey S.

8-K 10.1 001-40365 03/22/2022

10.19+ Form of Shareholder Rights Agreement between Privia Health Group, Inc.

and the other signatories party thereto

8-K 10.2+ 001-40365 05/03/2021

Form of Registration Rights Agreement between Privia Health Group, Inc.

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10-Q 10.11 211-388036 11/08/2021

Assumption Agreement and Third Amendment to the Credit Agreement, dated August 27, 2021, by and among Privia Health Group, Inc., as parent guarantor, Privia Health, LLC, as the borrower, certain other subsidiaries of Privia Health Group, Inc., as guarantors, Silicon Valley Bank, as administrative agent and collateral agent, and the several lenders from time to time party thereto (including conformed copy of the Credit Agreement attached as Exhibit B thereto).

8-K 10.1 211-221127 08/30/2021

Second Amended and Restated PH Group Parent Corp.

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10.1 001-40365 05/04/2023

M ehrotra Fourth Amendment to Employment Agreement , dated June 23, 2023

Mehrotra Fourth Amendment to Employment Agreement, dated June 23, 2023

10.1 001-40365 06/29/2023

R elative TS R PSU Agreement, effective July 1, 2023

Relative TSR PSU Agreement, effective July 1, 2023

10.2 001-40365 06/29/2023

M orris Transition Agreement, dated June 23, 2023

Morris Transition Agreement, dated June 23, 2023

10.3 001-40365 06/29/2023

C redit Agreement dated as of November 16, 2023 among Privia Health Group, Inc., PH Group Holdings Corp., and Privia Healt h, LLC, as borr ower, with Wells Fargo Bank, National Association, as issuing lender, and certain other lenders

Credit Agreement dated as of November 16, 2023 among Privia Health Group, Inc., PH Group Holdings Corp., and Privia Health, LLC, as borrower, with Wells Fargo Bank, National Association, as issuing lender, and certain other lenders

10.1 001-40365 11/21/2023

T ransition Letter Agreement , dated as of January 25, 2024, between the Company and Thomas Bartrum

Transition Letter Agreement, dated as of January 25, 2024, between the Company and Thomas Bartrum

10.1 001-40365 01/29/2024

E mployment Agreement between Privia Health Group, Inc.

Employment Agreement between Privia Health Group, Inc.

and Edward Fargis dated January 29, 2024

10.1 001-40365 02/27/2024

Form of Restricted Stock Unit Award for SVP+ Employees under the 2021 Omnibus Incentive Plan

19.1 Insider Trading Policy (filed herewith)

21.1 Subsidiaries of the registrant

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Section 1350, filed herewith.

P olicy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation

97.1 001-40365 02/27/2024

101.INS XBRL Instance Document ** X

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Jaewon Ryu, M.D.

/s/ William M.

Sullivan Director February 27, 2024

/s/ David Wichmann Director February 27, 2025

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The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Fee for Service Patient Care Accounts Receivable

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The fee for service patient care (FFS-patient care) accounts receivable makes up a portion of the Company’s consolidated net accounts receivable balance of $316.2 million as of December 31, 2024.

FFS patient care revenue is primarily generated from third-party payers with which management has established contractual billing arrangements and is reported net of provisions for contractual allowances from third-party payers and patients.

FFS-patient care revenue is primarily generated from third-party payers with which the Company has established contractual billing arrangements and is reported net of provisions for contractual allowances from third-party payers and patients.

Management reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to patients, which is estimated using historical reimbursement rates and an analysis of past experience to estimate potential adjustments.

The principal considerations for our determination that performing procedures relating to the valuation of FFS patient care accounts receivable is a critical audit matter are (i) the significant judgment by management when developing the estimated value of FFS patient care accounts receivable and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to adjustments based on historical reimbursement rates and analysis of past experience.

The principal considerations for our determination that performing procedures relating to the valuation of FFS-patient care accounts receivable is a critical audit matter are (i) the significant judgment by management when developing the estimated value of FFS-patient care accounts receivable;

and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to adjustments based on historical reimbursement rates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s valuation of FFS-patient care accounts receivable.

These procedures also included, among others (i) testing management’s process for developing the estimated value of FFS patient care accounts receivable, (ii) evaluating the appropriateness of management’s historical reimbursement rates and analysis of past experience to estimate potential adjustments, (iii) testing the completeness and accuracy of the underlying billing and reimbursement data used by management to estimate potential adjustments, and (iv) evaluating the historical accuracy of management’s process for developing the estimated value of FFS patient care accounts receivable by (a) testing, on a sample basis, the accuracy of revenue transactions and cash collections from the historical billing and reimbursement data used in management’s analysis and (b) comparing actual cash collections to the previously recorded estimated FFS patient care accounts receivable balance as of the prior year balance sheet date.

These procedures also included, among others, (i) evaluating management’s process for developing the estimated value of FFS-patient care accounts receivable, (ii) testing the completeness and accuracy of the underlying billing and reimbursement data used by management, (iii) evaluating the historical accuracy of management’s process for developing the estimated value of FFS-patient care accounts receivable, and (iv) developing an independent expectation of the estimated amount of FFS-patient care accounts receivable expected to be collected by management.

Developing an independent expectation involved calculating historical reimbursement rates as compared to the recorded patient accounts receivable for historical periods and comparing that percentage to management’s estimated reimbursement rates used to determine the current year estimate for FFS-patient care accounts receivable.

Valuation of Medicare Shared Savings Program Revenue

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Revenue is recorded during the period when the services were provided during a pre-set twelve-month annual measurement period.

The principal considerations for our determination that performing procedures relating to the valuation of MSSP revenue is a critical audit matter are (i) the significant judgment by management when developing the estimate of MSSP revenue, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to inflation trend factors and risk ratio adjustments, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to inflation trend factors and risk ratio adjustments;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s valuation of MSSP revenue.

These procedures also included, among others (i) testing the completeness and accuracy of the underlying data used by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate of MSSP revenue, on a sample basis, by (a) developing an independent range of estimated MSSP revenue using independently developed assumptions related to inflation trend factors and risk ratio adjustments and (b) comparing the independent range of estimated MSSP revenue to management’s estimate.

Valuation of the Provider Liability for Unpaid Medical Claims Under At-Risk Capitation Arrangements

As described in Note 8 to the consolidated financial statements, the Company’s consolidated provider liability for unpaid medical claims under at-risk capitation arrangements was $67.1 million as of December 31, 2023.

Provider liability estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including

medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors.

Each period, management re-examines previously established provider liability estimates based on actual claim submissions and other changes in facts and circumstances.

As more complete claims information becomes available, management adjusts the estimates and recognizes changes in estimates in the period in which the change is identified.

The estimated liability for unpaid medical claims under at-risk capitation arrangements is included in provider liability on the consolidated balance sheet.

The principal considerations for our determination that performing procedures relating to the valuation of the provider liability for unpaid medical claims liability under at-risk capitation arrangements is a critical audit matter are (i) the significant judgment by management when developing the estimate of the provider liability for unpaid medical claims under at-risk capitation arrangements, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to changes in membership and observed medical cost trends, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s valuation of the provider liability for unpaid medical claims under at-risk capitation arrangements.

These procedures also included, among others (i) testing the completeness and accuracy of the underlying data used by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in (a) testing management’s process for developing the estimate of the provider liability for unpaid medical claims under at-risk capitation arrangements, (b) evaluating the appropriateness of management’s actuarial methodologies, and (c) evaluating the reasonableness of management’s significant assumptions related to changes in membership and observed medical cost trends.

These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data used by management, and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate of MSSP revenue, on a sample basis, by (a) developing an independent range

of estimated MSSP revenue using independently developed assumptions related to inflation trend factors and risk ratio adjustments and (b) comparing the independent range of estimated MSSP revenue to management’s estimate.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

Washington, District of Columbia

February 27, 2025

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16,982 20,649 ( 19,122 )

Interest (income) expense, net ( 8,372 ) ( 542 ) 1,070

Interest income, net

10,888 8,372 542

Income (loss) before provision for (benefit from) income taxes

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17,044 21,028 ( 12,064 )

Loss attributable to non-controlling interests ( 2,051 ) ( 3,479 ) ( 2,419 )

Net income (loss) income attributable to Privia Health Group, Inc.

Net income (loss) attributable to non-controlling interests

2,659 ( 2,051 ) ( 3,479 )

Net income (loss) income per share attributable to Privia Health Group, Inc.

Net income (loss) attributable to Privia Health Group, Inc.

$ 14,385 $ 23,079 $ ( 8,585 )

Net income (loss) per share attributable to Privia Health Group, Inc.

stockholders – basic

$ 0.12 $ 0.20 $ ( 0.08 )

Net income (loss) income per share attributable to Privia Health Group, Inc.

Net income (loss) per share attributable to Privia Health Group, Inc.

stockholders – diluted

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Balance at January 1, 2022 107,837,741 $ 1,078 $ 633,902 $ ( 208,108 ) $ 426,872 $ 23,309 $ 450,181

Issuance of common stock upon closing of initial public offering 9,725,000 97 210,897 — 210,994 — 210,994

Issuance of common stock upon exercise of stock options and vesting of restricted stock units

Stock-based compensation expense — — 253,531 — 253,531 — 253,531

Contributed non-controlling interest — — — — — 28,824 28,824

Net loss — — — ( 188,230 ) ( 188,230 ) ( 2,419 ) ( 190,649 )

Balance at Balance at December 31, 2021 107,837,741 1,078 633,902 ( 208,108 ) 426,872 23,309 450,181

Issuance of common stock upon exercise of stock options and vesting of restricted stock units

6,853,067 70 13,378 — 13,448 — 13,448

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Balance at December 31, 2023 118,216,979 1,182 753,869 ( 193,614 ) 561,437 45,952 607,389

Issuance of common stock upon exercise of stock options and vesting of restricted stock units 2,092,367 21 2,660 — 2,681 — 2,681

Stock-based compensation expense — — 56,680 — 56,680 — 56,680

Contributed non-controlling interest — — — — — 1,653 1,653

Distribution to non-controlling interest — — — — — ( 2,000 ) ( 2,000 )

Net income — — — 14,385 14,385 2,659 17,044

Balance at December 31, 2024 120,309,346 $ 1,203 $ 813,209 $ ( 179,229 ) $ 635,183 $ 48,264 $ 683,447

The accompanying notes are an integral part of these consolidated financial statements.

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$ 17,044 $ 21,028 $ ( 12,064 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation 1,104 1,174 1,220

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Stock-based compensation 56,680 37,098 67,359

Debt Issuance costs Amortization — — —

Deferred tax expense (benefit)

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Cash flows from investing activities

Purchases of property and equipment ( 113 ) ( 104 ) ( 547 )

Business acquisitions, net of cash acquired ( 6,957 ) ( 42,858 ) —

( 5,021 ) ( 113 ) ( 104 )

Net cash used in investing activities ( 11,978 ) ( 42,971 ) ( 104 )

Cash flows from financing activities

Proceeds from initial public offering — — 223,685

Payments of underwriting fees, net of discounts and offering costs — — ( 12,691 )

Repurchase of non-controlling interest

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Proceeds from exercised stock options 2,681 8,740 13,448

Debt issuance costs — — ( 287 )

Net cash provided by (used in) financing activities

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Privia Health Group, Inc.

(“Privia Health”, “Privia”, 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”).

(“Privia Health”, “Privia”, “we”, “our” or the “Company”) is a technology-driven, national physician-enablement company that collaborates with physician practices, health plans, and health systems to achieve the quadruple aim of better outcomes, lower costs, improved patient experience, and happier and more engaged providers.

The Company seeks to accomplish the quadruple aim 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 with significant provider autonomy for Privia Providers joining the Company’s Medical Groups.

As of December 31, 2024, Privia operated in fifteen markets:

1) the Mid-Atlantic Region (states of Virginia, Maryland and the District of Columbia);

3) Gulf Coast Region (Houston, Texas);

3) Gulf Coast Region (Houston-San Antonio-Austin, Texas);

4) North Texas (Dallas/Fort Worth, Texas);

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11) North Carolina;

12) Delaware;

12) Connecticut;

13) Washington state;

and 15) South Carolina.

In our standard Privia Medical Group model, medical groups are formed in a market with the primary purpose to operate as a physician group practice with healthcare services being furnished through physician members (“Privia Physicians”) and non-physician clinicians (together, “Privia Providers”) supervised by Privia Physicians.

Privia Physicians typically enter into a PMSA with a medical group, which requires the Privia Physician to provide healthcare services through and on behalf of the medical group.

In conjunction with the PMSA, the medical group enters a Support Services Agreement (“SSA”) with the Privia Physician’s historic practice entity (“Affiliated Practice”) whereby the Affiliated Practice provides certain subcontracted services to the medical group to allow the medical group to operate at the practice location.

14) South Carolina;

and 15) Indiana.

Under our 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 may be owned by the Privia Physicians or owned indirectly through a professional entity (a “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”).

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.

Privia Physicians furnish healthcare services through our Medical Groups and continue to own their historical practice entities (“Affiliated Practices”), which provide certain services to the Medical Groups, such as use of space, non-physician staffing, equipment and supplies.

Privia Physicians typically enter into a PMSA with a medical group, which requires the Privia Physician to provide healthcare services through and on behalf of the medical group, and the Medical Group enters a Support Services Agreement (“SSA”) with the Affiliated Practice to provide those certain services to the Medical Group.

In some instances, we also move into and expand in new and existing markets through our Privia Care Partners model, which offers an affiliation model to providers who are looking solely for VBC solutions.

For those practices, we furnish population health services, reporting and analytics, along with certain management.

The Company does not own any Affiliated Practice, nor does the Company have risk of loss related to the Affiliated Practices;

rather, they are typically owned by certain Privia Physicians.

The Company’s ownership varies by state, creating three types of medical groups:

Owned Medical Groups, Non-Owned Medical Groups and Friendly Medical Groups (which are also Non-Owned Medical Groups).

The Company majority owns Owned Medical Groups in those markets where medical group ownership is allowed with Privia Physicians owning, in the aggregate, the minority interest in the medical group.

In other markets where state regulations do not allow the Company to own the medical group, the Companies “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”).

Currently, the Company has Friendly Medical Groups in Tennessee, West Texas, Washington state and South Carolina.

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For Non-Owned Medical Groups and Friendly Medical Groups, please refer to the discussion of “Variable Interest Entities” for further discussion.

The Company also forms local management companies to provide administrative and management services (“MSOs”) to the medical groups through a Management Services Agreement (“MSA”) in each market.

The Company also provides management services through local management services organizations (each, an “MSO”) to the Medical Groups through a Management Services Agreement (“MSA”) in each market.

The Company owns 100 % of all MSOs, except four where the Company is at least the majority owner.

Within each market, Privia has three different sources of revenue:

1) Fee-for-service (“FFS”) revenue consisting of:

a) FFS-patient care revenue which is primarily earned through Owned Medical Groups and b) FFS-administrative services revenue which is primarily earned by owned MSOs from Non-Owned Medical Groups through the MSAs;

2) VBC revenue consisting of:

a) Capitated revenue, b) shared savings and c) care management fees (“PMPM”) all of which are primarily earned through Company-owned Accountable Care Organizations (“ACOs”) in each market ;

and 3) Other revenue which is earned from services provided to patients of both Owned and Non-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 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 primarily consist of shared savings, which includes quality bonuses, and per member per month (“PMPM”) care management fees, and (iii) other revenue from additional services offered to Privia Providers or directly to patients or employers, such as ancillary services like clinical lab, pharmacy and imaging services.

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

Basis of Presentation

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The primary beneficiary of a VIE is the party that meets both of the following criteria:

(i) has the power to make

decisions that most significantly affect the economic performance of the VIE;

(i) has the power to make decisions that most significantly affect the economic performance of the VIE;

and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

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nor does the Company have an ownership in Non-Owned Medical Groups or Friendly Medical Groups.

The PMSA and support services agreement (“SSA”) entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure.

The PMSA and SSA entered by Non-Owned Medical Groups and Friendly Medical Groups with their Privia Physician members and the Affiliated Practices are not contractual relationships within Privia’s legal structure.

The only contractual relationship between Privia and Non-Owned Medical Groups is established through the MSA.

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The Company, however, does meet the criteria for consolidation of the Nominee PCs and the Friendly Medical Groups based on the discussion above.

In February 2023, the Company announced a partnership with Community Medical Group, the largest Clinically Integrated Network (“CIN”) in Connecticut with approximately 1,100 multi-specialty providers, to launch Privia Quality Network Connecticut (“PQN-CT”).

The Company performed an analysis as noted above and determined that PQN- CT does not represent a VIE as it does not meet the criteria in ASC 810, but the entity is consolidated because Privia owns a majority of the voting interest in the entity.

Privia Medical Group – West Texas, PLLC, (“PMG West Texas”) is a physician-owned Medical Group, with PMG West Texas Holdings, PLLC (“Friendly WTX PC”), a Texas professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas.

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The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG West Texas and Friendly WTX PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810.

Privia Medical Group Tennessee, PLLC (“PMG-TN”) is a physician-owned Medical Group, with PMG-TN Physicians, PLLC, a Tennessee professional limited liability company entirely owned by a licensed physician with a leadership role in the Company (“Friendly TN PC”), owning majority membership interests therein and having governance and control rights via the governing documents of PMG-TN.

documents of PMG-TN.

Again, the same analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (ii) and (iv) and as such, PMG-TN and Friendly TN PC do represent VIEs as they do meet the criteria in ASC 810.

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The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (i), (ii) and (iv) and as such PMG SC and Friendly SC PC represent VIEs and are consolidated as they meet the criteria in ASC 810.

Privia Medical Group Indiana, LLC, (“PMG IN”) is a physician-owned Medical Group, with PMG Holdings Indiana, LLC, (“Friendly IN PC”), an Indiana professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via the governing documents of PMG IN.

The Company has a contractual relationship with Friendly IN PC through a Restriction Agreement.

The VIE analysis was performed, and the Company determined that characteristic (b) exists as a result of meeting (i), (ii) and (iv) and as such PMG IN and Friendly IN PC represent VIEs and are consolidated as they meet the criteria in ASC 810.

The aggregated carrying value of the current VIE assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions and balances were $ 12.1 million and $ 12.1 million, respectively, as of December 31, 2024 and $ 6.2 million and $ 6.2 million respectively, as of December 31, 2023.

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Property and equipment consisting of leasehold improvements, furniture, computers and office equipment.

Internal-Use Software

The Company capitalizes costs related to internal-use software during the application development stage including consulting costs and compensation expenses related to employees who devote time to development projects.

Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and included in cost of platform expense in the consolidated statements of operations.

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality.

The Company records capitalized software development costs in property and equipment, net.

Capitalized internal-use software costs are amortized on a straight-line basis over the software’s estimated useful life.

Business Combinations

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Payer contracts 10 - 22 years

MSO Service Agreement

MSO Service Agreements

The Company reviews the carrying value of its finite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

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The Company reduces the amount of FFS – administrative services revenue by the amount of any rebates earned by its customers.

Rebates of $ 2.7 million have been recorded for the years ended December 31, 2023 and 2022, respectively.

No rebates were recorded for the year ended December 31, 2021.

Rebates of $ 1.8 million have been recorded for the years ended December 31, 2024, and $ 2.7 million for the years ended December 31, 2023 and 2022, respectively.

The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within the Company medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending.

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Revenue is not recorded until the price can be estimated by the Company and to the extent that it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved.

Revenue is recorded during the period when the services were provided during a pre-set twelve-month annual measurement period.

Revenue is recorded during the period when the services are provided during a pre-set twelve-month annual measurement period.

Care management

Under the per member per month (“PMPM”) basis, the Company is paid a PMPM rate for each covered individual who is attributed by the payer to the Company (“attributed members”).

Under the PMPM basis, the Company is paid a PMPM rate for each covered individual who is attributed by the payer to the Company (“attributed members”).

The Company records revenue in the month for which the PMPM rate applies and the member was attributed.

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Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables, accounts payable, and debt.

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables and assets, accounts payable, and debt.

The Company considers the carrying values of cash and cash equivalents, accounts receivable, other receivables, accounts payable, debt to related parties and debt to be indicative of their respective fair values.

The carrying amount for debt is deemed to approximate fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The carrying amount for debt approximates fair value which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

A three level hierarchy for fair value measurements exists based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company’s financial instruments are considered Level 1 assets and liabilities, with the exception of note payable which is considered Level 2.

The Company’s financial instruments are considered Level 1 assets and liabilities.

Non-Controlling Interest

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federal jurisdiction and in various state jurisdictions.

December 31, 2023, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2020 through December 31, 2023.

As of December 31, 2024, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2020 through December 31, 2024.

Provider Liability

Provider Liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related practices, and providers the Company has contracted with through payer partners.

Provider Liability represents costs payable to physicians, hospitals and other ancillary providers, including both Privia Physicians, their related practices, and providers the Company has contracted with through payer partners.

Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted .

The Company accounts for its leases in accordance with ASU 2016-2, Leases (Topic 842).

The Company evaluates whether a contract is or contains a lease at the inception of the contract.

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Provider Expense

Provider expense, previously referred to as “Physician and Practice expense”, are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners.

Provider expense are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia Physicians, their related physician practices, and providers the Company has contracted with through payer partners.

Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted.

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The Company accounts for share-based compensation in accordance with the expense recognition provisions of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires the issuer to recognize compensation expense for all share-based payments made to employees based on the fair value of the share-based payment at the date of grant.

Up until April 2021,the estimated fair value of share-based payments granted to the Company’s employees was determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 11 “Stockholders’ Equity”).

The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate.

Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model.

The Company estimates the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model.

Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield.

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For additional details refer to Note 11 “Stockholder Equity.”

The Company issued certain performance stock units ("PSUs") during the second quarter of 2023.

The awards will vest based on the satisfaction of certain service conditions, performance-based conditions, and/or market conditions.

The Company issues certain PSU awards.

The awards vest based on the satisfaction of certain service conditions, performance-based conditions, and/or market conditions.

The Company has identified certain performance metrics associated with some of these awards and certain targets will be fully established at a future date.

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The treasury stock method is used to consider the effect of the potentially dilutive stock options.

Diluted net income (loss) attributable to common stockholders is computed by adjusting (loss) income attributable to common stockholders to allocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options.

Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to allocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options.

Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including common stock equivalents.

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Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Pending Adoption

In November 2023, the FASB issued Accounting Standards Update No.

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The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in Accounting Standards Codification 280, Segment Reporting .

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The Company does not expect the adoption of the amendments to have a significant impact on its financial statements.

The amendment is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The adoption of this standard did not have a material impact on our consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements Pending Adoption

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes - Improvements to Income Tax Disclosures .

The amendments require (i) enhanced disclosures in connection with an entity's effective tax rate reconciliation and (ii)

income taxes paid disaggregated by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024.

The Company does not expect the adoption of the amendments to have a significant impact on its financial statements.

The amendments require (i) enhanced disclosures in connection with an entity's effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction.

The amendment is effective for annual periods beginning after December 15, 2024.

The Company is evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

In November 2024, the FASB issued Accounting Standards Update No.

2024-03, Disaggregation of Income Statement Expenses (“DISE”) .

The amendments require disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation.

The amendment is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

Revenue Recognition

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Total Revenue $ 1,736,390 $ 1,657,737 $ 1,356,660

Fee-for-service (“FFS”) patient care is primarily generated from third-party payers with which the Company has established contractual billing arrangements.

FFS patient care is primarily generated from third-party payers with which the Company has established contractual billing arrangements.

The following table presents the approximate percentages by source of net revenue received for healthcare services the Company provided for the periods indicated:

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The results of operations of the acquisition have been included in the Company’s consolidated financial statements since the date of acquisition.

During August 2023, the Company launched Washington Friendly Medical Group, a physician-owned Medical Group, with Washington Nominee PC, an entity entirely owned by a Nominee Physician, owning majority membership interest and having

governance and control rights via the governing documents of Washington Friendly Medical Group.

The Company has a contractual relationship with the Washington Nominee PC and its Nominee Physician owner through a Restriction Agreement.

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The results of operations of the acquisition have been included in the Company’s consolidated financial statements since the date of acquisition.

In January 2024, PMG West Texas Holdings, PLLC, a Nominee PC, acquired a majority ownership interest in an independent physician association in the Gulf Coast Market.

The Company, through one of its affiliates, is party to a Restriction Agreement with the Nominee PC.

The results of operations of the acquisition have been included in the Company’s consolidated financial statements since the date of acquisition.

During November 2024, the Company acquired Privia Medical Group Indiana, LLC, (“PMG IN”).

PMG IN is a physician-owned Medical Group, with PMG Indiana Holdings, LLC (“Friendly IN PC”), an Indiana professional limited liability company entirely owned by a licensed physician with a leadership role in the Company, owning majority membership interests and having governance and control rights via governing documents of PMG IN.

The Company has a contractual relationship with Friendly IN PC through a Restriction Agreement.

PMG IN owns 51 % interest in Friendly IN PC.

The results of operations of the acquisition have been included in the Company’s consolidated financial statements since the date of acquisition.

The purchase price for the acquisitions noted above was allocated as follows:

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Total consideration $ 11,207 $ 43,202

Accounts receivable, lease receivable, prepaids, and other current assets $ — $ 4,735

Fixed assets — 292

Accounts payable and other current liabilities assumed — ( 5,378 )

Payer contract and physician network intangibles $ 8,342 $ 55,603

Management services agreement intangible — 51,800

Goodwill 2,865 11,811

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Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date.

For the 2023 transactions related to Washington and South Carolina, the Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed.

For the 2024 transaction related to PMG IN, the Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed.

Thus, the final allocation of the purchase price may differ from the preliminary estimates used at December 31, 2024 based on additional information obtained and completion of the valuation of the identifiable intangible assets.

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During October 2023, the Company entered into the South Carolina market through the acquisition of Privia Medical Group South Carolina, LLC (“PMG SC”), whereby Privia acquired majority ownership in PMG SC.

During the year ended December 31, 2023, the Company recorded Goodwill of $ 11.8 million in connection with PQN-CT, Washington Friendly Medical Group and PMG SC, which represents the excess of the purchase price over the fair value of the net assets acquired.

During January 2024, PMG West Texas Holdings, PLLC, a Nominee PC, acquired a majority ownership interest in an independent physician association in the Gulf Coast Market.

The Company, through one of its affiliates, is party to a Restriction Agreement with the Nominee PC.

The Company recorded Goodwill of $ 0.7 million in connection with the acquisition.

During November 2024, the Company entered into the Indiana market through the acquisition of Privia Medical Group Indiana, LLC (“PMG IN”), whereby Privia acquired majority ownership in PMG IN.

During the year ended December 31, 2024, the Company recorded Goodwill of $ 2.2 million in connection with PMG IN, which represents the excess of the purchase price over the fair value of the net assets acquired.

A summary of the Company’s intangible assets is as follows:

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Weighted-average discount rate - operating leases 2.6 % 2.7 %

New ROU assets recognized in exchange for new lease liabilities $ — $ 147

The aggregate future lease payments for operating leases in the years subsequent to December 31, 2024 are as follows:

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Property and equipment, net $ 1,242 $ 2,325

Depreciation and amortization expenses for property and equipment assets was approximately $ 1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Depreciation and amortization expenses for property and equipment assets was approximately $ 1.1 million for the years ended December 31, 2024, and $ 1.2 million for the years ended December 31, 2023 and 2022, respectively.

Account Payable and Accrued Expenses

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Provider Liability

Provider liability, previously referred to as “Physician and Practice liability”, represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners.

Provider liability represents costs payable to physicians, hospitals and other ancillary providers, including both Privia physicians (and their related physician practices), and providers the Company has contracted with through payer partners.

Those costs include amounts that have not yet been paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries for which the Company is financially responsible under at-risk Capitated revenue arrangements whether paid directly by the Company or indirectly by payers with whom the Company has contracted.

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The difference between the estimated liability and the actual settlements of claims is recognized in the period in which the claims are settled.

The Company’s physician and practice

liability balance represents management’s best estimate of its liability for unpaid Provider expenses as of December 31, 2023.

The Company’s provider liability balance represents management’s best estimate of its liability for unpaid provider expenses.

The Company uses judgment to determine the appropriate assumptions for developing the required estimates.

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Balance, beginning of period

$ 67,138 $ 28,617

Incurred health care costs:

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$ 66,355 $ 67,138

On November 15, 2019, the Company entered into a Credit Agreement (the “Original Credit Agreement”) by and among Privia Health, LLC, as the borrower, PH Group Holdings Corp.

and certain subsidiaries of Privia Health, LLC, as guarantors, Silicon Valley Bank, as administrative agent and collateral agent (the “Administrative Agent”).

On August 27, 2021, the Company and certain of its subsidiaries entered into an assumption agreement and third amendment (the “Third Amendment”) to the Original Credit Agreement (as amended by the Third Amendment, the “Credit Agreement”).

Pursuant to the Third Amendment, the Company became the parent guarantor under the Credit Agreement and granted the Administrative Agent a first-priority security interest on substantially all of its real and personal property, subject to permitted liens.

On March 16, 2023, the Company provided notice to terminate the Credit Agreement.

As of March 16, 2023, the Company had no borrowings and no letters of credit outstanding under the Credit Agreement.

The Company did not incur any early termination penalties in connection with the termination of the Credit Agreement.

On November 16, 2023, Privia Health Group, Inc., PH Group Holdings Corp., and Privia Health, LLC, as borrower, (collectively, the “Privia Parties”) entered into a credit agreement (the “Revolving Credit Agreement”) with Wells Fargo Bank, National Association, as issuing lender, and certain other lenders, pursuant to which the Privia Parties established a $ 125 million five-year senior secured revolving credit facility (the “Revolving Credit Facility”).

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The following is a reconciliation of income tax computed at the U.S.

federal statutory income tax rate to the benefit from income taxes:

federal statutory income tax rate to the provision for (benefit from) income taxes:

Amount Percent

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3,136 ( 22 ) ( 2,241 ) 10.9 ( 0.1 ) 12.1

State tax expense, net of Federal benefit

State tax expense (benefit), net of Federal benefit

2,051 2,140 ( 707 ) 7.1 7.4 3.8

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$ 10,826 $ 7,993 $ ( 6,516 ) 37.6 % 27.5 % 35.1 %

The stock compensation impacting the income tax provision are primarily attributable to stock-based compensation expense that is not deductible under Section 162(m) offset by tax deductible stock based compensation.

The 2022, 2021, and 2020 federal and state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any federal or state tax authority.

The stock compensation impacting the income tax provision for the year ended December 31, 2024, is primarily attributable to stock-based compensation expense that is not deductible under Section 162(m) and tax expense related to deferred tax asset reversals for shortfalls.

The stock compensation impacting the income tax provision for the years ended December 31, 2023 and 2022 are primarily attributable to stock based compensation expense that is not deductible under Section 162(m) offset by tax deductible stock based compensation.

The 2021 through 2024 federal and 2020 through 2024 state income tax returns are within the statute of limitations (“SOL”) and are currently not under examination by any federal or state tax authority.

The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position.

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Stockholders’ Equity

Novant Health Private Placement

On March 2, 2023, the Company entered into a strategic alignment agreement (the “Equity Alignment Agreement”) with ChoiceHealth, Inc.

(“Novant Sub”), a subsidiary of Novant Health, Inc.

(“Novant Health”), in connection with the strategic partnership between the Company and Novant Health entered into in November 2022 to launch Privia Medical Group — North Carolina.

Pursuant to the Equity Alignment Agreement, Novant Sub will be entitled to receive, and the Company agreed to issue, shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), to Novant Sub any time each of the following events occurs, in the following amounts:

The Company will issue 745,712 shares of Common Stock to Novant Sub each time Privia Medical Group — North Carolina implements 1,000 providers in specified markets in North Carolina.

The Company will issue 372,856 shares of Common Stock to Novant Sub each time the Company and Novant Health enter a new state pursuant to a mutually agreed business plan developed for such state.

The Company will issue 745,712 shares of Common Stock to Novant Sub each time the partnership between the Company and Novant Health for each new state implements 1,000 providers in specified core markets in such state.

The Equity Alignment Agreement will renew every four years , subject to the delivery of a third-party valuation opinion.

The renewal will be required to use the same issuance triggers, but the number of shares may be adjusted to be consistent with the valuation opinion.

The number of shares of Common Stock issuable to Novant Sub under the Equity Alignment Agreement and all renewals of the Equity Alignment Agreement will be subject to a total cap equal to 19.9 % of the total number of shares of Common Stock outstanding as of the effective date of the Equity Alignment Agreement and as of the effective date of all renewals, whichever is lowest.

PH Group Holdings Corp Stock Option Plan

The PH Group Holdings Corp.

Stock Option Plan (the PH Group Option Plan) was created on January 17, 2014.

The employees of the Company and its subsidiaries, consultants of the Company and the employees of Brighton Health Plan Services Holdings Corp.

(BHPS) (a wholly-owned subsidiary of BHG Holdings) and its subsidiaries who have performed services for the Company were the participants of the PH Group Option Plan.

The aggregate number of shares of common stock for which options may be granted under the PH Group Option Plan shall not exceed 4,229,850 shares.

Effective August 11, 2016, the PH Group Option Plan was transferred to its parent and became the PH Group Parent Corp.

Stock Option Plan (the “PH Parent Option Plan” or “Prior Plan”).

All other terms in the PH Group Option Plan remained unchanged in the PH Parent Option Plan at the effective date of the transfer.

Effective August 28, 2018, the PH Parent Option Plan was amended and restated to increase the aggregate number of shares of common stock for which options may be granted from 4,229,850 shares to 18,985,846 shares.

On April 1, 2021, contingent on the consummation of the IPO, the Board of Directors approved a modification to the PH Group Parent Corp.

Stock Option Plan of the vesting conditions of certain outstanding stock option grants to certain employees and consultants.

The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition of the performance based options to vest 60 % at IPO, 20 % 12 months after IPO and 20 % 18 months after the IPO.

The modification also accelerated the CEO’s time based options by an additional four months such that 100 % of his time based options are vested.

We recognized stock-based compensation of $ 195.1 million in the second quarter of 2021 related to these modifications.

2021 Omnibus Incentive Plan

On April 6, 2021, the Company approved the Privia Health Group, Inc.

2021 Omnibus Incentive Plan (the “Plan”) which permits awards up to 10,278,581 shares of the Company’s common stock.

On April 6, 2021, the Board approved the 2021 Omnibus Incentive Plan (the “Plan”) which permits awards in respect of up to 10,278,581 shares of Common Stock.

The Plan also provides for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5 % of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion.

The Plan provides for the granting of stock options at a price equal to at least 100 % of the fair market value of the Company’s common stock as of the date of grant.

The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards and other cash-based or other stock-based awards, all which must be granted at not less than the fair market value of the Company’s common stock as of the date of grant.

Participants in the Plan may include employees, consultants, other service providers and non-employee directors.

On the effective date of the IPO, the Company issued 1,183,871 restricted stock units at the offering price and 3,683,217 options, with an exercise price equal to the offering price.

These issuances are expected to generate stock-based compensation expense of $ 62.3 million to be recognized over the next four years starting on the effective date of the IPO as both the restricted stock units and stock options vest.

The 2021 Plan is intended as the successor to and continuation of the PH Parent Option Plan.

No additional stock awards will be granted under the PH Parent Option Plan.

The Plan provides for the granting of stock options at a price equal to at least 100 % of the fair market value of Common Stock as of the date of grant.

The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards (“PSUs”) and other cash-based or other stock-based awards, all of which must be granted at not less than the fair market value of Common Stock as of the date of grant.

Prior to the Company’s initial public offering ("IPO”), the Company granted stock options pursuant to the PH Group Parent Corp.

Stock Option Plan (the “PH Parent Option Plan”).

The Company no longer issues grants under the PH Parent Option Plan and no shares of Common Stock are reserved for future issuance thereunder.

2021 Employee Stock Purchase Plan

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As of December 31, 2024, no shares have been issued under this plan.

Novant Health Private Placement

On March 2, 2023, the Company entered into a strategic alignment agreement (the “Equity Alignment Agreement”) with ChoiceHealth, Inc.

(“Novant Sub”), a subsidiary of Novant Health, Inc.

(“Novant Health”), in connection with the strategic partnership between the Company and Novant Health entered into in November 2022 to launch Privia Medical Group — North Carolina.

The Company will issue 745,712 shares of Common Stock to Novant Sub each time Privia Medical Group — North Carolina implements 1,000 providers in specified markets in North Carolina.

The Company will issue 372,856 shares of Common Stock to Novant Sub each time the Company and Novant Health enter a new state pursuant to a mutually agreed business plan developed for such state.

The Equity Alignment Agreement will renew every four years , subject to the delivery of a third-party valuation opinion.

The renewal will be required to use the same issuance triggers, but the number of shares may be adjusted to be consistent with the valuation opinion.

The total number of shares of Common Stock issuable to Novant Sub under the Equity Alignment Agreement and all renewals of the Equity Alignment Agreement will be subject to a total cap equal to 19.9 % of the total number of shares of Common Stock outstanding as of the effective date of the Equity Alignment Agreement and as of the effective date of all renewals, whichever is lowest.

No shares have been issued to Novant Sub under the Equity Alignment Agreement as of December 31, 2024.

A member of the Board is a member of the board of trustees of Novant Health.

Stock option activity

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• Volatility - The Company determines volatility based on the historical stock volatilities of a group of publicly listed guideline companies over a period equal to the expected terms of the options, as the Company does not have sufficient trading history to determine the volatility of the Company’s common stock.

• Fair value of common stock - Prior to the IPO in April 2021, the Company estimated the fair value of the Company’s common stock using various valuation methodologies, including valuation analyses performed by third-party valuation firms.

After the IPO, the Company used the publicly quoted price as the fair value of the Company’s common stock.

• Fair value of common stock - The Company uses the publicly quoted price as the fair value of the Company’s common stock.

• Risk-free interest rate - The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S.

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• Expected term - The expected term represents the period that the Company’s stock-based awards are expected to be outstanding.

The expected term assumption is based on the simplified method in which the expected term is equal to the

average of the stock-based award’s weighted-average vesting period and its contractual term.

The expected term assumption is based on the simplified method in which the expected term is equal to the average of the stock-based award’s weighted-average vesting period and its contractual term.

The Company expects to continue using the simplified method until sufficient information about historical behavior is available.

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Outstanding at December 31, 2022 13,176,721 $ 7.86 9.02 $ 197,695

Granted 93,793 26.35

Exercised ( 3,104,257 ) 2.82

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Unvested and outstanding at December 31, 2023 776,029 $ 31.94

904,960 22.92

Vested ( 15,735 ) 29.93

Forfeited ( 27,573 ) 29.05

Unvested and outstanding at December 31, 2024 1,637,681 $ 27.02

(1) During the twelve months ended December 31, 2023, Privia awarded RSUs in the form of PSUs to certain executive officers, market leaders and employees which vest after three years , subject to continued employment of the recipients and the achievement of certain performance metric targets.

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The fair value of the PSUs are determined using a Monte Carlo valuation model as of the grant date and the stock-based compensation is recognized on a straight-line basis over the requisite service period.

(3) During the twelve months ended December 31, 2024, Privia awarded RSUs in the form of PSUs to certain executive officers and employees which vest after three years , subject to continued employment of the recipients and the achievement of certain performance metric targets.

The Company has identified certain performance metrics associated with these awards and certain targets will be fully established at a future date.

The Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards.

As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense over the requisite service period based on the fair value at each reporting date.

Stock-based compensation expense

Total stock-based compensation expense was approximately $ 56.7 million, $ 37.1 million and $ 67.4 million for the years ended December 31, 2024, 2023, 2022 respectively.

A tax benefit of approximately $ 2.4 million and $ 11.2 million for the years ended December 31, 2023 and 2022, respectively, was included in the Company’s net operating loss carry-forward that could potentially reduce future tax liabilities.

At December 31, 2023, there was approximately $ 79.4 million of unrecognized stock-based compensation expense related to unvested options, RSUs and PSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.2 years.

At December 31, 2024, there was approximately $ 82.0 million of unrecognized stock-based compensation expense related to unvested options, RSUs and PSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.0 year.

As of December 31, 2024, the total intrinsic value of options exercised and the total fair value of shares vested for the 2024 period was approximately $ 23.0 million and $ 17.9 million, respectively.

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In addition, a minimum profit-sharing contribution is required to satisfy year end plan testing.

The profit-sharing contribution was approximately 1.4 % in 2023, 2022 and 2021.

The Company made contributions of approximately $ 4.7 million, $ 4.1 million and $ 2.3 million for the

years ended December 31, 2023, 2022 and 2021, respectively, recorded within cost of platform, sales and marketing and general and administrative expenses in the accompanying consolidated statements of operations.

Related-Party Transactions

On November 3, 2022, the Company announced a joint venture and strategic partnership with Novant Health Enterprises, a division of Novant Health, to launch Privia Medical Group – North Carolina for independent providers throughout North Carolina.

A member of our board of directors is a member of the board of trustees of Novant Health.

No revenue or expense was recognized related to Novant Health for the years ended December 31, 2023 and 2022.

The profit-sharing contribution was approximately 1.5 % in 2024, and 1.4 % in 2023 and 2022, respectively.

The Company made contributions of approximately $ 5.6 million, $ 4.7 million and $ 4.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, recorded within cost of platform, sales and marketing and general and administrative expenses in the accompanying consolidated statements of operations.

Commitments and Contingencies

4 unchanged sentences

At December 31, 2024, substantially all of the Company’s cash and cash equivalents were held at two financial institutions.

The following table provides the Company’s revenue concentrations with respect to major payers as a percentage of the Company’s total revenues:

The following table provides the Company’s revenue concentrations with respect to major payers comprising 10% or more of the Company’s total revenues (n/a - indicates balance or activity that is less than 10%):

For the Years Ended December 31,

2 unchanged sentences

17 % 16 % 18 %

11 % 10 % 10 %

The following table provides the Company’s concentrations of credit risk with respect to major payers as a percentage of receivables, net:

15 % 15 % n/a

The following table provides the Company’s concentrations of credit risk with respect to major payers comprising 10% or more of the Company’s receivables, net (n/a - indicates balance or activity that is less than 10%):

For the Years Ended December 31,

29 unchanged sentences

As of December 31, 2024 and 2023, all of the Company’s long-lived assets were located in the United States.

The CODM uses consolidated net income (loss) attributable to Privia Health Group, Inc.

to evaluate financial performance and allocate resources.

Consolidated net income (loss) attributable to Privia Health Group, Inc.

for the periods ending December 31, 2024, 2023 and 2022 were $ 14.4 million, $ 23.1 million and $( 8.6 ) million, respectively.

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 9A. Controls and Procedures