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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-27 · 151 added, 131 removed, 360 unchanged (44% of the section changed)

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• Revenue was $2.12 billion, $1.74 billion and $1.66 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

• Operating income (loss) was $17.0 million, $20.6 million and $(19.1) million for the years ended December 31, 2024, 2023 and 2022, respectively;

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

• Operating income was $34.2 million, $17.0 million and $20.6 million for the years ended December 31, 2025, 2024, and 2023, respectively;

• Net income attributable to Privia Health Group, Inc.

was $22.9 million, $14.4 million and $23.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Key Metrics and Non-GAAP Financial Measures

• Practice Collections was $2.97 billion, $2.84 billion and $2.42 billion for the years ended December 31, 2024, 2023 and 2022, respectively;

• Practice Collections were $3.47 billion, $2.97 billion and $2.84 billion for the years ended December 31, 2025, 2024, and 2023, respectively;

• Care Margin was $462.2 million, $403.9 million and $359.2 million for the years ended December 31, 2025, 2024, and 2023, respectively;

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• Adjusted EBITDA was $125.5 million, $90.5 million and $72.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

See “Key Metrics and Non-GAAP Financial Measures” for more information as to how we define and calculate Implemented Providers, Attributed Lives, Practice Collections, Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin, and for a reconciliation of gross profit, the most comparable GAAP measure, to Care Margin, gross profit, the most comparable GAAP measure, to Platform Contribution, and net income (loss), the most comparable GAAP measure, to Adjusted EBITDA.

See “Key Metrics” and “Non-GAAP Financial Measures” for more information as to how we define and calculate Implemented Providers, Attributed Lives, Practice Collections, Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin, and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit, the most comparable GAAP measure, to Platform Contribution, and net income, the most comparable GAAP measure, to Adjusted EBITDA.

We recognize revenue from multiple stakeholders, including health care consumers, health insurers, employers, providers and health systems.

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We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers.

Our agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which lead to a highly predictable and recurring revenue model.

Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets.

As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars.

In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations.

We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us.

Our multi-year agreements with our providers have historically experienced a 96% provider retention rate, which leads to a highly predictable and recurring revenue model.

Our FFS contracts with payer partners typically contain annual rate inflators and given our scale, enhanced commercial FFS rates in each of our markets.

As a result of receiving these rate inflators and enhancements and if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars.

In addition, in our FFS-patient care revenue, we generate revenue from ancillary services such as clinical laboratory, imaging and pharmacy operations.

Lastly, we also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us.

FFS-patient care revenue represented 64.1%, 66.0% and 58.9% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

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We generate VBC revenue when our providers are reimbursed through traditional FFS Medicare, MSSP, Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs.

Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, the Company renegotiated certain capitation agreements for more favorable contract structures.

The revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare service to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract”, (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics.

We monitor capitated and downside risk contracts and renegotiate or restructure as necessary as new information emerges.

VBC revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare service to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract”, (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics.

VBC revenue represented 29.0%, 26.3% and 33.8% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

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The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding.

Other revenue represented 0.5% of total revenue for the years ended December 31, 2024 and 2023, respectively, and 0.4% for the years ended December 31, 2022.

Other revenue represented 0.4% of total revenue for the years ended December 31, 2025 and 0.5% for the years ended December 31, 2024, and 2023, respectively.

Key Factors Affecting Our Performance

Addition of New Providers

Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue.

Our ability to increase our provider base enables us to deliver financial growth as our providers generate both our FFS and VBC revenue.

Our existing provider relationships and market share provides us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market’s recognition of the attractiveness of our platform to our providers, patients and payers.

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Addition of New Patients

Our ability to add new patients to our provider base in existing and new markets will also enable us to deliver revenue growth in both our FFS and VBC contracts.

Our ability to add new patients to our provider base in existing and new markets also enables us to deliver revenue growth in both our FFS and VBC contracts.

We believe the number of attributed patient lives in VBC programs is a key driver of our VBC revenue growth.

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Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models.

The data we collected from older provider cohorts consistently suggest that we improve their performance in both FFS and VBC metrics over

time and inform our expectations for our new markets.

The data we collected from older provider cohorts consistently suggest that we improve provider performance in both FFS and VBC metrics over time.

It also informs our expectations for our new markets.

We believe our in-market operating structure and ability to serve providers, wherever they are on their transition to VBC can benefit physicians and providers throughout the U.S.

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Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully-owned sites of care focused on Medicare Advantage and direct contracting models.

During 2023, the Company entered four new markets through partnerships or affiliations with clinically integrated networks, health systems and independent group practices in Connecticut, Ohio, Washington state and South Carolina.

In November 2024, the Company announced it had entered into the Indiana market through the acquisition of an independent group practice, renamed Privia Medical Group Indiana, LLC (“PMG IN”), whereby Privia acquired majority ownership in PMG IN.

During 2023, we entered four new markets through partnerships or affiliations with clinically integrated networks, health systems and independent group practices in Connecticut, Ohio, Washington state and South Carolina.

In November 2024, we announced it had entered into the Indiana market through the acquisition of an independent group practice, renamed Privia Medical Group Indiana, LLC (“PMG IN”), whereby Privia acquired majority ownership in PMG IN.

In April 2025, we announced a partnership with Integrated Medical Services, a multi-specialty practice, to launch Privia Medical Group Arizona (“PMG AZ”).

Privia acquired a majority ownership in PMG AZ.

In December 2025, we acquired Evolent Health, Inc.’s accountable care business, adding over 120,000 attributed lives through the MSSP, as well as various commercial and Medicare Advantage programs.

Provider Satisfaction and Retention

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Maintaining, supporting and increasing the number of these contracts and relationships, particularly as we enter new markets, is important for our long-term success.

We typically enter into multiyear contracts with our Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payer customers, which often have a stated initial term of three years and automatically renew for successive one-year terms.

From time to time, we may renegotiate or attempt to renegotiate our payer contracts in the ordinary course of business prior to the expiration of their stated terms.

If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.

If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels, fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.

Our ability to work within each geographic market as it evolves in its shift towards VBC, with our experience working in all reimbursement environments, enables providers to accelerate and succeed in their transition.

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To do so, we will need to continue enhancing our VBC capabilities and executing on initiatives to deliver next generation access, superior quality metrics and lower cost of care.

As of December 31, 2024, the total number of Privia-owned ACOs is nine, serving beneficiaries across the District of Columbia and eleven states, including California, Connecticut, Florida, Georgia, Maryland, Montana, North Carolina, Tennessee, Texas, Virginia, and Washington state.

As of December 31, 2025, the total number of Privia-owned ACOs is ten.

During 2022 and 2023, we entered into capitated payer arrangements.

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.

Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which we are 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 from CMS.

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

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.

We are responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries.

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

Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, we renegotiated certain capitation agreements for more favorable contract structures.

Components of Revenue

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Our ability to maintain or improve pricing levels in our contracts with payers and patient volume for our providers will impact our results of operations.

In addition to increasing our provider base and contracted rates over time, we also seek to increase patient volume by demonstrating the ability to provide a better patient experience that leads to higher retention rates and drives referrals to preferred, high quality and value-based providers.

In addition to increasing our provider base and contracted rates over time, we also seek to increase patient volume by

demonstrating the ability to provide a better patient experience that leads to higher retention rates and drives referrals to preferred, high quality and value-based providers.

Our VBC revenue is primarily dependent upon the number of attributed patients in our VBC arrangements, risk levels of our payer contracts, and effective management of our patients’ total cost of care.

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We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our medical groups.

This model aggregates providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EHR providers.

This model aggregates 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 providers.

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

During 2023 and 2024, 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.

Since then, a number of 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.

Key Metrics and Non-GAAP Financial Measures

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Implemented Providers

We define Implemented Providers as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services, in both Owned and Non-Owned Medical Groups during that period.

We define Implemented Providers as the total of all service professionals at the end of a given period who are credentialed and bill for medical services in both Owned and Non-Owned Medical Groups during that period.

This includes, but is not limited to, physicians, physician assistants, and nurse practitioners.

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This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets.

The number of Implemented Providers increased 11.2% between December 31, 2023 and 2024 mainly due to organic growth in our healthcare delivery business as well as entrance into the Indiana market.

Implemented Providers increased 19.4% between 2022 and 2023, due to organic growth in our healthcare delivery business as well as entrance into new markets.

The number of Implemented Providers increased 12.3% as of the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to organic growth in our healthcare delivery business as well as entrance into the Arizona market.

Implemented Providers increased 11.2% as of the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to organic growth in our healthcare delivery business as well as entrance into the Indiana market.

Attributed Lives

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The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive.

Attributed Lives increased 12.1% between December 31, 2023 and 2024 due to organic growth in all markets.

Attributed Lives increased 30.8% between 2022 and 2023, due primarily to our entrance into the Connecticut and Washington state markets as well as organic growth.

Attributed Lives increased 22.7% as of December 31, 2025, compared to December 31, 2024 primarily due to acquisitions and organic growth.

Attributed Lives increased 12.1% as of December 31, 2024, compared to December 31, 2023, primarily due to acquisitions and organic growth.

Practice Collections

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FFS arrangements accounted for 81.6%, 83.2% and 76.5% of our Practice Collections for the years ended December 31, 2025, 2024, and 2023, respectively, while VBC accounted for 18.2%, 16.6% and 23.2% of Practice Collections for the years ended December 31, 2025, 2024, and 2023, respectively.

Practice Collections increased 4.5% for the year ended December 31, 2024 when compared to the same period in 2023 due mainly to organic growth of our healthcare delivery business and our entrances into the Ohio, South Carolina, Washington state and Indiana markets and increased 17.1% between 2022 and 2023 due mainly to organic growth of our healthcare delivery business, our at-risk Capitated revenue contracts and entrance into the Connecticut and Washington state markets.

Practice Collections increased 16.9% for the year ended December 31, 2025 when compared with the same period in 2024 primarily due to organic growth of our healthcare delivery business and acquisitions.

Practice Collections increased 4.5% for the year ended

December 31, 2024, compared with the same period in 2023, primarily due to organic growth of our healthcare delivery business and acquisitions.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we believe Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin are useful as non-GAAP measures to investors as these are metrics used by management in evaluating our operating performance and in assessing the health of our business.

We use Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin to evaluate our ongoing operations and for internal planning and forecasting purposes.

In addition to our financial results determined in accordance with GAAP, we believe non-GAAP financial measures including Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin are useful measures to investors as these metrics are used by management in evaluating our operating performance and in assessing the health of our business.

We use these non-GAAP measures to evaluate our ongoing operations and for internal planning and forecasting purposes.

We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

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In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.

A reconciliation is provided below for our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Below is a reconciliation of our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business .

For the Years Ended December 31,

(amounts in thousands, except for percentages) 2024 2023 2022

(Dollars in thousands, except for percentages)

2025 2024 2023

Care Margin 1 ($)

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27.2% 22.4% 20.1%

See below for more information as to how we define and calculate Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit the most comparable GAAP measure, to Platform Contribution, and net income (loss), the most comparable GAAP measure, to Adjusted EBITDA.

We define Care Margin as Gross Profit excluding amortization of intangible assets.

See below for more information as to how we define and calculate Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit the most comparable GAAP measure, to Platform Contribution, and net income, the most comparable GAAP measure, to Adjusted EBITDA.

Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets.

We define Care Margin as Gross Profit excluding amortization of intangible assets.

Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia.

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We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk VBC arrangements over time.

Care Margin increased 12.4% for the year ended December 31, 2024 when compared to the same period in 2023 and increased 17.5% between 2023 and 2022, in each case due to organic growth of our medical practice business.

As a percentage of revenue, Care Margin was 23.3% for the year ended December 31, 2024 an increase from 21.7% for the same period in 2023 due to renegotiated certain at-risk capitation agreements for a more favorable contract structure which is reflected on a net basis under shared savings starting in 2024 and a decrease from 22.5% in 2022, due to the addition of the at-risk capitation arrangements during 2022 and 2023 resulting in higher revenues.

Care Margin increased 14.4% for the year ended December 31, 2025 when compared to the same period in 2024 and increased 12.4% as of the year ended December 31, 2024, as compared to the same period in 2023, in each case due to organic growth of our medical practice business.

As a percentage of revenue, Care Margin was 21.8% for the year ended December 31, 2025 a decrease from 23.3% for the same period in 2024.

We continue to make strategic investments to increase services to both our patients and physicians.

As a percentage of revenue, Care Margin was 23.3% in 2024 an increase from 21.7% in 2023, due to renegotiated certain at-risk capitation agreements for a more favorable contract structure which is reflected on a net basis under shared savings starting in 2024.

In addition to our financial results determined in accordance with GAAP, we believe Care Margin, a non-GAAP measure, is useful in evaluating our operating performance.

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In particular, we believe that the use of Care Margin is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance.

The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Care Margin:

The following table provides a reconciliation of Gross Profit, exclusive of intangible asset amortization, the most closely comparable GAAP financial measure, to Care Margin:

For the Years Ended December 31,

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We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate leverage on our in-market infrastructure costs.

Platform Contribution increased 12.8% for the year ended December 31, 2024 when compared to the same period in 2023 and increased 16.8% between 2023 and 2022, in each case due to organic growth of our medical practice business and new market entries.

Platform Contribution increased 20.0% for the year ended December 31, 2025 when compared to the same period in 2024 and increased 12.8% between 2024 and 2023, in each case due to organic and inorganic growth of our medical practice business and a change in estimate related to our Shared Savings accrual.

The following table provides a reconciliation of Gross Profit, the most closely comparable GAAP financial measure, to Platform Contribution:

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We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs.

Platform Contribution Margin was 48.4% for the year ended December 31, 2024 compared to 48.3% during the same period in 2023 and 48.6% in 2022.

We continue to make strategic investments to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

In addition to our financial results determined in accordance with GAAP, we believe Platform Contribution and Platform Contribution Margin, each, a non-GAAP measure, are useful in evaluating our operating performance.

We use Platform Contribution to evaluate our ongoing operations and for internal planning and forecasting purposes.

Platform Contribution Margin was 50.8% for the year ended December 31, 2025 compared with 48.4% during the same period in 2024 and 48.3% in 2023.

We continue to make strategic investments intended to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

In addition to our financial results determined in accordance with GAAP, we believe Platform Contribution and Platform Contribution Margin, each, a non-GAAP financial measure, are useful in evaluating our operating performance.

We use Platform Contribution to evaluate our ongoing operations as well as for internal planning and forecasting purposes.

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Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) excluding interest income, interest expense, non-controlling interest expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses, employer taxes on equity vesting/exercises and the provision for (benefit from) income taxes.

We include Adjusted EBITDA because it is an important measure on which our management assesses and believes investors should assess our operating performance.

We define Adjusted EBITDA as net income before interest income, net, provision for income taxes, net income (loss) attributable to non-controlling interests, depreciation and amortization, non-cash stock-based compensation, and other expenses including employer taxes on equity vesting and exercises and other certain non-recurring items such as severance, and other expenses.

We include Adjusted EBITDA because it is an important measure by which we assess, and believe investors should assess, our operating performance.

We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

Adjusted EBITDA has limitations as an analytical tool including:

(i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments.

Adjusted EBITDA increased 25.2% for the year ended December 31, 2024, when compared to the same period in 2023 due to organic growth of our medical practice business and growth in Attributed Lives and increased 18.7% between 2022 and 2023 due to organic growth of our medical practice business, new market entry and a focus on managing the investment in new expenses.

Adjusted EBITDA has limitations as an analytical tool as it:

(i) does not reflect the impact of stock-based compensation expense, and (ii) does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments, if any.

Adjusted EBITDA increased 38.8% for the year ended December 31, 2025, as compared to the same period in 2024, and 25.2% for the year ended December 31, 2024, as compared to the same period in 2023, in each case due to organic and inorganic growth of our medical practice business and growth in Attributed Lives and a focus on managing the investment in new expenses.

Adjusted EBITDA Margin

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin.

We included Adjusted EBITDA Margin because it is an important measure on which our management assesses and believes investors should assess our operating performance.

We included Adjusted EBITDA Margin because it is an important measure on which we assess, and believe investors should assess, our operating performance.

We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

Adjusted EBITDA Margin was 22.4% for the year ended December 31, 2024 an increase from 20.1% for the same period in 2023 due to organic growth of our medical practice business and an increase from 19.9% in 2022, due to organic growth of our medical practice business, new market entry and a focus on managing the investment in new expenses.

We believe that Adjusted EBITDA and Adjusted EBITDA Margin, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

Adjusted EBITDA Margin was 27.2%, 22.4%, and 20.1% for the years ended December 31, 2025, 2024, and 2023, respectively, in each case due to organic and inorganic growth of our medical practice business, growth in Attributed Lives and a focus on managing the investment in new expenses.

We believe that Adjusted EBITDA and Adjusted EBITDA Margin, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

In particular, we believe that the use of Adjusted EBITDA and Adjusted EBITDA Margin is helpful to our investors as they are metrics used by management in assessing the health of our business and our operating performance.

The following table provides a reconciliation of net income (loss) attributable to the Company, the most closely comparable GAAP financial measure, to Adjusted EBITDA:

The following table provides a reconciliation of net income attributable to the Company, the most closely comparable GAAP financial measure, to Adjusted EBITDA:

For the Years Ended December 31,

(unaudited and amounts in thousands) 2025 2024 2023

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

Net income attributable to Privia Health Group, Inc.

$ 22,919 $ 14,385 $ 23,079

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6,807 2,659 (2,051)

Provision for (benefit from) income taxes

Provision for income taxes

14,212 10,826 7,993

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Adjusted EBITDA $ 125,549 $ 90,455 $ 72,228

(1) Other expenses include employer taxes on equity vesting/exercises, legal, severance and certain non-recurring costs.

(1) Other expenses include employer taxes on equity vesting and exercises, severance and retention costs and certain other non-recurring costs.

Components of Results of Operations

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Provider expenses

Provider expenses 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.

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 we are financially responsible whether paid directly by us or indirectly by payers with whom we have contracted.

Provider expenses are recognized in the period in which services are provided.

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Depreciation and amortization expense

Depreciation and amortization expenses are primarily attributable to our capital investment and consist of fixed asset depreciation and amortization of intangibles considered to have definite lives.

We do not allocate depreciation and amortization expenses to other operating expense categories.

Depreciation and amortization expenses consists of definitive-lived intangible asset amortization and depreciation of our fixed assets.

We do not allocate depreciation and amortization expenses to other operating expense categories within our financial statements.

Interest income, net

Interest income consists primarily of interest earned by the Company on bank balances, offset by interest expense (including deferred financing costs) on any outstanding borrowings.

See “Liquidity and Capital Resources—General and Note Payable.”

Interest income consists primarily of interest earned by the Company on bank balances, partially offset by interest expense (including deferred financing costs) in connection with our borrowings.

See “Liquidity and Capital Resources.”

Results of Operations

Comparison of the Years Ended December 31, 2024 and 2023

Year Ended December 31, 2025 Compared To Year Ended December 31, 2024

The following table sets forth our consolidated statements of operations data for the years ended December 31, 2025 and 2024.

A detailed discussion of our 2022 financial condition and results of operations, and of 2023 year-over-year changes as compared to 2022, can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.

A detailed discussion of our 2023 financial condition and results of operations, and of 2024 year-over-year changes as compared to 2023, can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

For the Years Ended December 31,

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29,726 17,044 12,682 74.4 %

Net income (loss) attributable to non-controlling interests 2,659 (2,051) 4,710 (229.6) %

Net income attributable to non-controlling interests

6,807 2,659 4,148 156.0 %

Net income attributable to Privia Health Group, Inc.

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FFS–patient care revenue and FFS-administrative services, which increased $214.1 million and $11.6 million, primarily attributable to the addition of new providers and an increase in visit volume;

an increase in PMPM revenue of $13.5 million primarily due to increased Attributed Lives;

an increase in capitated revenue of $95.5 million primarily due to an increase in Attributed Lives related to capitated arrangements, improved contract terms and an increase in estimated per capita revenue;

shared savings revenue, which increased $55.6 million primarily due to more Attributed Lives in Medicare programs as well as continued strong estimated performance in our value based care programs in the aggregate;

The decrease in capitated revenue of $(125.7) million is due to renegotiation of capitated arrangements for a more favorable contract structure which is now reflected on a net basis under shared savings starting with the first quarter of 2024.

and an increase in PMPM revenue of $9.1 million primarily due to increased Attributed Lives.

Operating Expenses

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Total operating expenses $ 2,088,607 $ 1,719,408 $ 369,199 21.5 %

Provider expenses

Provider expenses were $1.33 billion for the year ended December 31, 2024, an increase from $1.30 billion during the same period in 2023.

This increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers.

Provider expense

Provider expense was $1.66 billion for the year ended December 31, 2025, an increase from $1.33 billion during the same period in 2024.

This increase was driven primarily by an increase in provider expenses associated with higher FFS-patient care revenue and growth in Implemented Providers.

Cost of platform

Cost of platform expenses were $227.0 million for the year ended December 31, 2024, an increase from $197.7 million during the same period in 2023.

The increase was driven by an increase in salaries and benefits of $11.2 million related to continued growth, an increase in stock-based compensation expense of $6.8 million, primarily related to an increase in stock-based awards granted in 2024 compared to 2023, an increase in platform costs of $6.5 million due to an increase in Implemented Providers and an increase in consulting costs of $3.3 million due to continued growth and market expansion.

Cost of platform expense was $252.7 million for the year ended December 31, 2025, an increase from $227.0 million during the same period in 2024.

The increase was driven by an increase in salaries and benefits of $11.4 million, an increase in stock-based compensation expense of $6.6 million, primarily related to an increase in stock-based awards granted in 2025 compared to 2024, and an increase of $6.1 million in professional services primarily due to continued growth in Implemented Providers and market expansion.

Sales and marketing

Sales and marketing expenses were $26.4 million for the year ended December 31, 2024, an increase from $24.7 million during the same period in 2023.

The increase was driven primarily by an increase in salaries and benefits of $1.0 million.

Sales and marketing expense was $27.1 million for the year ended December 31, 2025, an increase from $26.4 million during the same period in 2024.

The increase was driven primarily by an increase in stock-based compensation expense of $1.3 million partially offset by immaterial cost reductions in other sales and marketing expenses.

General and administrative

General and administrative expenses were $138.2 million for the year ended December 31, 2025, an increase from $126.2 million during the same period in 2024.

The increase was driven by the increase of $11.2 million in stock-based compensation expense, which is primarily related to an additional quarter of expense due to timing of the 2023 equity awards being granted during the second quarter of 2023 compared to 2024 equity awards being granted during the first quarter of 2024, an increase in salaries and benefits of $1.7 million and an increase in professional services of $1.1 million related to additional consulting services.

The increase was driven by the increase of $6.5 million in stock-based compensation expense, an increase in salaries and benefits of $3.6 million and an increase in professional services of $2.4 million related to additional consulting services.

Depreciation and amortization expense

Depreciation and amortization expenses were $7.3 million for the year ended December 31, 2024, an increase from $6.5 million during the same period in 2023.

This increase was primarily driven by amortization of intangible assets related to a new acquisition in 2024.

Depreciation and amortization expenses were $9.9 million for the year ended December 31, 2025, compared to $7.3 million during the same period in 2024.

This increase was primarily driven by definitive-lived intangible asset amortization associated with business combinations.

Interest income, net

Interest income was $10.9 million for the year ended December 31, 2024, compared to $8.4 million during the same period in 2023.

Interest income, net was $9.7 million for the year ended December 31, 2025, compared to $10.9 million during the same period in 2024 primarily driven by lower cash and cash equivalents during the comparative periods.

Interest income is primarily based on the cash balance held in interest bearing accounts.

Provision for income taxes

The provision for income taxes was $10.8 million for the year ended December 31, 2024, compared to a provision for income taxes of $8.0 million during the same period in 2023.

The change was primarily attributable to reduced tax benefits stemming from share-based compensation related to stock option exercises and restricted stock unit vesting events.

Net income (loss) attributable to non-controlling interests

Net income attributable to non-controlling interests was $2.7 million for the year ended December 31, 2024, an increase compared to a (loss) of $(2.1) million during the same period in 2023.

The change is primarily related to the ramp up of new markets entered and repurchase of non-controlling interests during 2023.

The provision for income taxes was $14.2 million for the year ended December 31, 2025, compared to $10.8 million during the comparative period in 2024.

The provision for income taxes increased as a result of higher income before income taxes.

Net income attributable to non-controlling interests

Net income attributable to non-controlling interests was $6.8 million for the year ended December 31, 2025, an increase compared to $2.7 million during the comparative period in 2024.

The change is primarily related to continued growth in existing markets.

Liquidity and Capital Resources

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Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties.

Our actual results could vary because of, and our future capital requirements will depend on many factors, including our growth rate, and the timing and extent of spending to increase our sales and marketing activities.

Our actual results could vary because of, and our future capital requirements will depend on many factors, including growth rate, and the timing and extent of spending to increase our sales and marketing activities.

We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

We may in the future seek a credit facility with a financial institution for long term capital structure flexibility, and may be required to seek additional equity or debt financing.

We may in the future seek funding for long-term capital structure flexibility, and may be required to seek additional equity or debt financing.

In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected.

See Note 9 “Debt” for discussion on our Credit Facilities.

“Debt” for discussion on our Credit Facilities.

Cash Flows Overview

The Company’s cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, purchase commitments and other obligations.

We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations;

Our cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, purchase commitments and other obligations.

We expect the cash required to meet these obligations to be generated primarily through cash flows from current operations;

cash available for general corporate use;

and the realization of current assets, such as accounts receivable.

Based on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand at December 31, 2024, should be adequate to meet anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months).

Based on current and anticipated levels of operations, we believe that cash provided by operating activities, together with the available cash on hand at December 31, 2025, will be sufficient to meet anticipated cash requirements for both the short term (next 12 months) and long term (beyond 12 months).

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated:

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Net cash used in investing activities (181,570) (11,978) (42,971)

Net cash provided by (used in) financing activities 4,334 3,705 (19,677)

Net increase in cash and cash equivalents $ 101,638 $ 41,519 $ 27,415

Net cash provided by financing activities 6,702 4,334 3,705

Net (decrease) increase in cash and cash equivalents $ (11,464) $ 101,638 $ 41,519

Operating Activities

Net cash provided by operating activities was $109.3 million for the year ended December 31, 2024 compared to $80.8 million for the same period in 2023.

Significant changes impacting net cash provided by operating activities for the year ended December 31, 2024 compared to the same period in 2023 were as follows:

• An increase of $32.9 million in provider liability for the year ended December 31, 2024 compared to an increase of $113.4 million during the same period in 2023, a difference of $(80.5) million.

The change is primarily due to a decrease in provider expense related to renegotiation of at-risk capitated arrangements during the year ended December 31, 2024.

• An increase of $19.9 million in accounts payable and accrued expenses for the year ended December 31, 2024 compared to the same period in 2023 of $5.0 million, a difference of $14.9 million.

The change is primarily driven by organic growth and entrance into new markets.

• A decrease of $(19.8) million in accounts receivable, for the year ended December 31, 2024 compared to the same period in 2023 of $(96.9) million, a difference of $77.1 million.

The change is primarily driven by the renegotiation of at-risk capitated arrangements during the year ended December 31, 2024.

• A decrease in net income of $(4.0) million compared to the same period in 2023.

Net income was $17.0 million during the year ended December 31, 2024 compared to the income of $21.0 million during the year ended December 31, 2023, primarily driven by the increase in stock-based compensation expense during the year ended December 31, 2024 when compared to the same period in 2023.

Net cash provided by operating activities was $163.4 million for the year ended December 31, 2025 compared to $109.3 million for the comparative period in 2024 primarily as a result of:

• An increase in net income of $12.7 million compared to the same period in 2024.

Net income was $29.7 million during the year ended December 31, 2025 compared to the income of $17.0 million during the year ended December 31, 2024.

• An increase of $65.6 million in Provider Liability during the year ended December 31, 2025 compared to an increase of $32.9 million during the same period in 2024, a difference of $32.7 million.

The increase is primarily due to an increase in Implemented Providers and an increase in provider expenses related to the increase in FFS and VBC revenue.

• An increase of $38.3 million in accounts receivable and prepaid and other current assets for the year ended December 31, 2025 compared to the same period in 2024 of $28.8 million, a difference of $9.5 million.

The change is primarily due to an increase in FFS and VBC revenue.

Investing Activities

Net cash used in investing activities was $12.0 million for the year ended December 31, 2024 compared to $43.0 million during the same period in 2023, primarily due to Privia investing in three new markets during 2023.

Net cash used in investing activities was $181.6 million for the year ended December 31, 2025 compared to $12.0 million during the same period in 2024, primarily due to business acquisitions in 2025.

Financing Activities

Net cash provided by financing activities was $6.7 million for the year ended December 31, 2025, compared to $4.3 million for the same period in 2024.

This increase is primarily due to a decrease in proceeds from stock options exercised during the year ended December 31, 2024, partially offset by the repurchase of non-controlling interest in 2023.

This increase is primarily due to an increase in proceeds from stock options exercised during the year ended December 31, 2025.

Comparison of Fiscal 2024 to Fiscal 2023

A detailed discussion of our 2022 to 2023 operations and liquidity and capital resources has been omitted from this Form 10-K, but may be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.

A detailed discussion of our 2023 to 2024 operations and liquidity and capital resources has been omitted from this Form 10-K, but may be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

Contractual Obligations, Commitments and Contingencies

Operating Leases.

The Company leases office space under various operating lease agreements.

We lease office space under various operating lease agreements.

The initial terms of these leases range from 3 to 9 years and generally provide for periodic rent increases, renewal, and termination operations.

Total rent expense under operating leases was $2.8 million for the years ended December 31, 2024 and $2.7 million for the year ended December 31, 2023 and 2022, respectively.

Total rent expense under operating leases was $3.2 million for the year ended December 31, 2025, $2.8 million for the year ended December 31, 2024, and $2.7 million for the year ended December 31, 2023.

Off Balance Sheet Obligations.

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Commitments and Contingencies.

See Note 13 “Commitments and Contingencies” for further discussion on our commitments and contingencies.

“Commitments and Contingencies” for further discussion on our commitments and contingencies.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and

expenses, and related disclosures.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances.

We evaluate our estimates and assumptions on an ongoing basis.

The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances which we evaluate on an ongoing basis.

Actual results may differ from these estimates.

To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

While our significant accounting policies are described in greater detail in Note 1, “Organization and Summary of Significant Accounting Policies,” to our consolidated financial statements included elsewhere in this Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

While our significant accounting policies are described in greater detail in Note 1.

“Organization and Summary of Significant Accounting Policies,” to our consolidated financial statements included elsewhere in this Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Business Combinations

Accounting for business combinations requires us to allocate the fair value of purchase considerations to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values, which were determined primarily using the income method.

The excess of the fair value of purchase consideration over the fair values of these identified assets and liabilities is recorded as goodwill.

Such valuations require us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, revenue growth and attrition rates, medical claims expense, cost of care expenses, operating expenses, discount rate, contract terms and useful life from acquired assets.

Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized.

During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

For additional details, refer to Note 3.

“Business Combinations.”

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

The Company determines revenue recognition through the following five steps:

Revenue recognition is determined through the following five steps:

Identify the contract(s) with a customer;

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FFS-patient care

Our FFS-patient care revenue is primarily generated from providing healthcare services to patients.

Our FFS-patient care revenue is generated primarily from providing healthcare services to patients.

Providing medical services to patients represents our performance obligation under third-party payer agreements, and accordingly, the transaction price is allocated entirely to that one performance obligation.

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Subsequent changes to the estimate of the transaction price (determined on a portfolio basis when applicable) are generally recorded as adjustments to revenue in the period of the change.

For the years ended December 31, 2024, 2023, and 2022, changes in the Company’s estimates of implicit price concessions and contractual adjustments to expected payments for performance obligations satisfied in prior periods were not significant.

For the years ended December 31, 2025, 2024, and 2023, changes in our estimates of implicit price concessions and contractual adjustments to expected payments for performance obligations satisfied in prior periods were not significant.

FFS-administrative services

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Administrative fees are reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of administration and management services to Non-Owned Medical Groups.

In addition, certain of our MSAs include rebates to the customers in the event that certain conditions occur.

In addition, certain of our MSAs include

rebates to the customers in the event that certain conditions occur.

The Company estimates the transaction price using the most likely amount methodology and amounts are included in the net transaction price 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.

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 our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending.

Rebates of $3.5 million have been recorded for the years ended December 31, 2025, $1.8 million for the year ended December 31, 2024 and $2.7 million for the year ended December 31, 2023, respectively.

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

The Company has contracts with the U.S.

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Shared Savings

Under the shared savings basis, the Company is offered financial incentives to increase its accountability for the cost, quality and efficiency of the care provided to the population of attributed members.

The Company is paid the financial incentives when, for a given twelve-month measurement period, its performance on quality of care and utilization meets or exceeds the standards set by the payers as outlined in the contracts and when savings are achieved for medical costs associated with the population of attributed members.

The payers analyze the activities during the measurement period using the agreed upon benchmarks, metrics and performance criteria to determine the appropriate payments to the Company.

The Company estimates the transaction price by analyzing the activities during the relevant time period in contemplation of the agreed upon benchmarks, metrics, performance criteria, inflation trend factors, risk ratio adjustments and attribution criteria based on those and any other contractually defined factors.

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 are provided during a pre-set twelve-month annual measurement period.

Under the shared savings basis, the Company may earn financial incentives for increasing accountability over the cost, quality and efficiency of the care provided to attributed members.

Incentive payments are earned when, for a given twelve-month measurement period, the Company meets or exceeds quality and utilization standards established by the payer and achieves savings on medical costs for the population of attributed members.

To determine the amount of shared savings payments, payers evaluate the Company’s performance during the measurement period using the agreed-upon benchmarks, metrics and performance criteria.

The Company estimates the transaction price by analyzing performance during the relevant time period in connection with the contractually defined benchmarks, metrics, performance criteria, inflation trends, risk adjustment factors, attribution criteria and other factors.

Revenue is recognized only when the price can be reasonably estimated and it is probable that a significant reversal will not occur once any uncertainty associated with the variable consideration is subsequently resolved.

Shared savings revenue is recorded in the period under which when the underlying services are provided during the pre-set twelve-month measurement period.

Care Management Fees (“PMPM”)

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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”).

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.

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The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur.

For additional details refer to Note 11 “Stockholders’ Equity.”

For additional details refer to Note 11.

“Stockholders’ Equity.”

The Company issues certain performance stock units ("PSUs").

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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 7. Management’s Discussion and Analysis