What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 544 added, 469 removed, 719 unchanged (58% of the section changed)

18 unchanged sentences

OTHER INFORMATION

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 .

During the fourth quarter of 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

7 unchanged sentences

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.

A copy of the Company’s insider trading policy is incorporated by reference 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, 2025 (the “Proxy Statement”) and is incorporated into this Annual Report on Form 10-K by reference.

26 unchanged sentences

S-1 4.1 333-255086 04/07/2021

4.2+ Description of Capital Stock

4.2+ Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 10-Q (File No.

001-40365) filed with the SEC on November 6, 2025)

10-K 4.1 001-40365 11/06/2025

1 unchanged sentence

333-255598), filed with the SEC on April 29, 2021)

Employment Agreement between Privia Health Group, Inc.

and Shawn Morris, dated April 13, 2018 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S- 1 (File No.

333-255598 04/29/2021

Form of 2021 Omnibus Plan Restricted Stock Unit Award for Employees (incorporated herein by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.8+ 333-255086 04/22/2021

Employment Agreement first amendment between Privia Health Group, Inc.

and Shawn Morris, dated April 23, 2019

10-Q 10.1 221-155713 08/11/2022

Employment Agreement second amendment between Privia Health Group, Inc.

and Shawn Morris, dated April 1, 2020

10-Q 10.2 221-155713 08/11/2022

Employment Agreement third amendment between Privia Health Group, Inc.

and Shawn Morris, dated August 10, 2022

10-Q 10.3 221-155713 08/11/2022

Form of 2021 Omnibus Plan Restricted Stock Unit Award for Non-Employee Directors (incorporated herein by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.9+ 333-255086 04/22/2021

Form of 2021 Omnibus Plan Stock Option Award (incorporated herein by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.1 333-255086 04/22/2021

Form of Restricted Stock Unit Award for SVP+ Employees under the 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.35 to registrant's Annual Report on Form 10-K filed on February 27, 2025)

10.35 001-40365 02/27/2025

Employment Agreement between Privia Health Group, Inc.

13 unchanged sentences

10-Q 10.6 221-155713 08/11/2022

Employment Agreement between Privia Health Group, Inc.

and Thomas Bartrum, dated February 25, 2019 (incorporated herein by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 (File No.

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

S-1 10.4+ 333-255086 04/07/2021

Employment Agreement fourth amendment between Privia Health Group, Inc.

and Parth Mehrotra, dated June 23, 2023

10.1 001-40365 06/29/2023

E mployment Agreement fifth amendment between Privia Health Group, Inc.

and Parth Mehrotra dated March 3, 2025 (in corporated herein by referen ce to exhibit 10.1 to the re gistrant ’ s Current Report on 8-K filed on March 7, 2025)

8-K 10.1 001-40365 03/07/2025

Employment Agreement, between Privia Health Group, Inc.

4 unchanged sentences

10-Q 10.7 221-155713 08/11/2022

Employment Agreement first amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated April 1, 2020

10-K 10.6 227-68304 03/25/2022

Employment Agreement second amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated April 16, 2021

10-K 10.7 227-68304 03/25/2022

Employment Agreement third amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated March 24, 2022

10-K 10.8 227-68304 03/25/2022

Employment Agreement fourth amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated August 10, 2022

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

E mployment Agreement second amendment between Privi a Health Group, Inc.

and David Mountcastle dated March 3 , 2025 (incorporated herein by reference to exhibit 10.2 to the re gistrant ’ s Quart erly Report on 10-Q filed on May 8, 2025)

10.2 001-40365 05/08/2025

Employment Agreement between Privia Health Group, Inc.

and Edward Fargis dated January 25, 2024

10.1 001-40365 02/27/2024

E mployment Agreemen t first amendment between Privi a Health Group, Inc.

and Edward Fargis dated March 3, 2025 (inc orporated herein by re ference to exhibit 10.3 to the registrant ’ s Quar terly Report on 10-Q filed on May 8, 2025)

10.3 001-40365 05/08/2025

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

1 unchanged sentence

8-K 10.1+ 001-40365 05/03/2021

Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.7+ 333-255086 04/22/2021

Form of 2021 Omnibus Plan Restricted Stock Unit Award for Employees (incorporated herein by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.8+ 333-255086 04/22/2021

Form of 2021 Omnibus Plan Restricted Stock Unit Award for Non-Employee Directors (incorporated herein by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.9+ 333-255086 04/22/2021

Form of 2021 Omnibus Plan Stock Option Award (incorporated herein by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.1 333-255086 04/22/2021

Amendment No.

2 unchanged sentences

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

Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1 (File No.

333-255086), filed with the SEC on April 22, 2021)

S-1 10.7+ 333-255086 04/22/2021

Second Amended and Restated PH Group Parent Corp.

14 unchanged sentences

10.1 001-40365 05/04/2023

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

10.1 001-40365 06/29/2023

Relative TSR PSU Agreement, effective July 1, 2023

10.2 001-40365 06/29/2023

Morris Transition Agreement, dated June 23, 2023

10.3 001-40365 06/29/2023

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

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

Privia Health Annual Cash Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on August 7, 2025)

10.1 001-40365 08/07/2025

Privia Health Group, Inc.

Non-Employee Director Compensation Program

Employment Agreement between Privia Health Group, Inc.

and Edward Fargis dated January 29, 2024

and Thomas Bartrum, dated February 25, 2019 (incorporated herein by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 (File No.

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

Employment Agreement first amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated April 1, 2020

10.6 22768304 03/25/2022

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

19.1 Insider Trading Policy (filed herewith)

Employment Agreement second amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated April 16, 2021

10-K 10.7 227-68304 03/25/2022

Employment Agreement third amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated March 24, 2022

10-K 10.8 227-68304 03/25/2022

Employment Agreement fourth amendment between Privia Health Group, Inc.

and Thomas Bartrum, dated August 10, 2022

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

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

10.1 001-40365 01/29/2024

19.1 Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to registrant's Annual Report on Form 10-K filed on February 27, 2025)

19.1 001-40365 02/27/2025

21.1 Subsidiaries of the registrant

14 unchanged sentences

101.PRE XBRL Taxonomy Presentation ** X

104 Cover Page Interactive Data File (formatted in Inline XBRL and

contained in Exhibit 101)

+ Previously filed

19 unchanged sentences

David Mountcastle

/s/ Adam Boehler Director February 27, 2025

/s/ Lance Berberian

Director February 26, 2026

Lance Berberian

/s/ Nancy Cocozza Director February 27, 2026

3 unchanged sentences

/s/ David King Director February 27, 2026

/s/ Patricia Maryland Director February 27, 2025

Patricia Maryland

/s/ Thomas McCarthy Director February 27, 2026

42 unchanged sentences

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

As described in Notes 1 and 2 to the consolidated financial statements, substantially all of the Company’s accounts receivable relate to providing healthcare services to patients whose costs are primarily paid by federal and state governmental authorities or commercial insurance companies.

As described in Notes 1 and 2 to the consolidated financial statements, substantially all of the Company’s accounts receivable arise from the provision of health care services to patients, the costs of which are primarily paid by federal and state governmental authorities or commercial insurance companies.

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 $400.9 million as of December 31, 2025.

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.

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 contractual allowances from third-party payers and patients.

Management reports accounts receivable at the amount of consideration the Company expects to receive in exchange for providing healthcare services to patients, which is estimated using historical reimbursement rates and management’s analysis of prior collection experience, including expected contractual and other 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;

5 unchanged sentences

Valuation of Medicare Shared Savings Program Revenue

As described in Notes 1 and 2 to the consolidated financial statements, under the shared savings basis, the Company is offered financial incentives to increase their accountability for the cost, quality and efficiency of the care provided to the population of attributed members.

As described in Notes 1 and 2 to the consolidated financial statements, under shared savings arrangements, the Company may earn financial incentives for increasing accountability over the cost, quality and efficiency of the care provided to the population of attributed members.

Revenue from the Medicare Shared Savings Program (MSSP) makes up the majority of the Company’s consolidated shared savings revenue of $234.8 million for the year ended December 31, 2025.

The Company is paid the financial incentives when, for a given twelve-month measurement period, their 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.

Management 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 management 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.

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 the underlying services are provided during the pre-set twelve-month 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;

3 unchanged sentences

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

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.

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

8 unchanged sentences

Cash and cash equivalents $ 479,685 $ 491,149

Accounts receivable 316,179 290,768

Accounts receivable, net of allowance for credit losses of $ 15.4 million and $ 9.3 million

400,902 316,179

Prepaid expenses and other current assets 30,414 27,495

2 unchanged sentences

Property and equipment, net 504 1,242

Right-of-use asset 4,828 6,612

Right-of-use assets

Intangible assets, net 215,919 109,807

Goodwill 209,842 141,615

Deferred tax asset 26,383 35,200

Deferred tax asset, net

Other non-current assets 21,044 17,085

14 unchanged sentences

Stockholders’ equity:

Common stock, $ 0.01 par value, 1,000,000,000 and 1,000,000,000 shares authorized;

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized;

123,604,576 and 120,309,346 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

20 unchanged sentences

Total operating expenses 2,088,607 1,719,408 1,637,088

Operating income (loss)

Operating income

34,235 16,982 20,649

1 unchanged sentence

9,703 10,888 8,372

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

Income before provision for income taxes

43,938 27,870 29,021

Provision for (benefit from) income taxes

Provision for income taxes

14,212 10,826 7,993

Net income (loss)

29,726 17,044 21,028

Net income (loss) attributable to non-controlling interests 6,807 2,659 ( 2,051 )

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

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

Net income attributable to Privia Health Group, Inc.

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

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

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

stockholders – basic

$ 0.19 $ 0.12 $ 0.20

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

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

stockholders – diluted

9 unchanged sentences

Balance at January 1, 2023 114,690,808 1,148 714,639 ( 216,693 ) 499,094 19,955 519,049

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

Stock-based compensation expense — — 67,359 — 67,359 — 67,359

Contributed non-controlling interest — — — — — 125 125

Net loss — — — ( 8,585 ) ( 8,585 ) ( 3,479 ) ( 12,064 )

Balance at December 31, 2022 114,690,808 1,148 714,639 ( 216,693 ) 499,094 19,955 519,049

Issuance of common stock upon exercise of stock options and vesting of restricted stock units 3,526,171 34 8,706 — 8,740 — 8,740

Common stock issued 3,526,171 34 8,706 — 8,740 — 8,740

Stock-based compensation expense — — 37,098 — 37,098 — 37,098

4 unchanged sentences

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

Common stock issued 2,092,367 21 2,660 — 2,681 — 2,681

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

3 unchanged sentences

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

Common stock issued 3,295,230 33 8,014 — 8,047 — 8,047

Stock-based compensation expense — — 71,068 — 71,068 — 71,068

Distribution to non-controlling interest — — — — — ( 1,345 ) ( 1,345 )

Net income — — — 22,919 22,919 6,807 29,726

Balance at December 31, 2025 123,604,576 $ 1,236 $ 892,291 $ ( 156,310 ) $ 737,217 $ 53,726 $ 790,943

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

5 unchanged sentences

Cash flows from operating activities

Net income (loss)

$ 29,726 $ 17,044 $ 21,028

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

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 739 1,104 1,174

Amortization of intangibles 9,168 6,164 5,359

Amortization of debt issuance costs — — 687

Stock-based compensation 71,068 56,680 37,098

Deferred tax expense (benefit)

Deferred income taxes

10,871 8,817 7,465

Changes in asset and liabilities:

Accounts receivable ( 19,824 ) ( 96,877 ) ( 72,202 )

Accounts receivable, net

( 36,668 ) ( 19,824 ) ( 96,877 )

Prepaid expenses and other current assets ( 1,599 ) ( 8,970 ) ( 6,159 )

Other non-current assets and right-of-use asset ( 1,721 ) ( 2,418 ) 1,383

Other non-current assets and right-of-use assets

( 326 ) ( 1,721 ) ( 2,418 )

Accounts payable and accrued expenses 14,824 19,905 4,994

4 unchanged sentences

Cash flows from investing activities

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

Acquisitions, net of cash acquired

( 180,370 ) ( 6,957 ) ( 42,858 )

( 1,200 ) ( 5,021 ) ( 113 )

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

3 unchanged sentences

Proceeds from non-controlling interest — 1,653 659

Repayment of note payable

Distribution to non-controlling interest

( 1,345 ) — —

Proceeds from exercised stock options 8,047 2,681 8,740

Net cash provided by (used in) financing activities

Net cash provided by financing activities

6,702 4,334 3,705

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

Net (decrease) increase in cash and cash equivalents

( 11,464 ) 101,638 41,519

Cash and cash equivalents at beginning of period 491,149 389,511 347,992

2 unchanged sentences

Interest paid $ 251 $ 285 $ 40

Income taxes paid $ 3,755 $ 1,040 $ 307

Income taxes paid, net of refunds

$ 6,639 $ 3,755 $ 1,040

Supplemental disclosure of non-cash operating activities:

Leases liabilities obtained in exchange for right-of-use assets

$ 6,400 $ — $ —

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

3 unchanged sentences

Privia Health Group, Inc.

(“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:

The Company pursues 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 (each, a “Medical Group”) with significant provider autonomy for physicians (collectively, “Privia Physicians”) and non-physician clinicians (collectively, “Privia Clinicians” and, together with the Privia Physicians, the “Privia Providers”) joining the Company’s Medical Groups.

As of December 31, 2025, Privia operated in sixteen markets:

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

2 unchanged sentences

5) West Texas (Abilene, Texas);

6) Central Florida;

7) Tennessee 8) California;

3 unchanged sentences

14) South Carolina;

and 15) Indiana.

and 16) Arizona.

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 in which state regulations prohibit us from owning 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.

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

The Company has entered into a restriction agreement with each of its Nominee Physicians and their respective Nominee PCs, which provides the Company the right to direct the transfer of each Nominee PC’s ownership in the Friendly Medical Groups to other licensed physicians, among other matters.

Owned Medical Groups and Friendly Medical Groups are consolidated into the Company, while Non-Owned Medical Groups are not.

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

Privia Physicians typically enter into a physician member services agreement (“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 into a Support Services Agreement (“SSA”) with the Affiliated Practice to provide those certain services to the Medical Group.

For those practices, we furnish population health services, reporting and analytics, in addition to certain management services.

The Company does not own any Affiliated Practice, and does not bear risk of loss related to the Affiliated Practices which are typically owned by certain Privia Physicians.

As of the reporting date, the Company has Friendly Medical Groups in Tennessee, West Texas, Washington state, South Carolina and Indiana.

The Company has entered into a restriction agreement with each of its Nominee Physicians and their respective Nominee PCs, which grant the Company, among other rights, the ability to direct the transfer of each Nominee PC’s ownership rights in the Friendly Medical Groups to other licensed physicians.

We consolidate Owned Medical Groups and Friendly Medical Groups into our financial statements, while we do not consolidate Non-Owned Medical Groups.

For further information on Non-Owned Medical Groups and Friendly Medical Groups, please refer to “Variable Interest Entities”.

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.

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.

The Company owns 100 % of all MSOs, except seven where the Company holds a majority ownership interest.

We derive our revenues from the following three principal sources:

(i) FFS-patient care revenue from the provision of 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, including quality bonuses, and per member per month (“PMPM”) care management fees, as well as (iii) other revenue from additional services offered to Privia Providers or directly to patients or employers, including ancillary services such as clinical lab, pharmacy and imaging services.

The operations of our Owned Medical Groups, owned Accountable Care Organizations (“ACO”), owned MSOs and Friendly Medical Groups are reflected within our consolidated financial results.

Basis of Presentation

The consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries.

Amounts shown on the consolidated statements of operations within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization.

Amounts shown on the consolidated statements of operations

within the operating expense categories of provider expense, cost of platform, selling and marketing, and general and administrative are recorded exclusive of depreciation and amortization.

All significant intercompany transactions are eliminated in consolidation.

Variable Interest Entities

Management evaluates the Company’s ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”).

These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical information, among other factors.

Management evaluates the Company’s ownership, contractual, and other interests to determine if the Company holds a variable interest in a variable interest entity (“VIE”).

These evaluations are complex, involve judgment, including the use of estimates and assumptions based on available historical information, among other factors.

If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements.

2 unchanged sentences

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.

Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change.

Changes in consolidation status are applied prospectively.

The Company evaluated its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, and (c) Affiliated Practices associated with Owned Medical Groups to determine if any of these entities should be subject to consolidation.

The Company does not have ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups);

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

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.

Management periodically reassesses whether changes in the facts and circumstances regarding the Company’s involvement with a VIE, or other arrangements, result in a change to the consolidation conclusion.

Any such changes in consolidation status are applied prospectively.

The Company evaluates its relationship with (a) Non-Owned Medical Groups and their Affiliated Practices, (b) Friendly Medical Groups and their Affiliated Practices, (c) Affiliated Practices associated with Owned Medical Groups and (d) Owned Medical Groups it forms or acquires, to determine if any of these entities should be consolidated into the Company’s financial statements.

The Company does not have an ownership interest in any Affiliated Practices (whether those of Owned Medical Groups, Non-Owned Medical Groups or Friendly Medical Groups);

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

The PMSA and SSA entered into 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.

For Friendly Medical Groups, in addition to the MSA, the Company has a contractual relationship, evidenced by a restriction agreement (each a “Restriction Agreement”) with its Nominee Physicians and their respective Nominee PCs.

Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), the Company is not required to consolidate the financial position or results of operations of the Affiliated Practices associated with Owned Medical Groups;

nor is it required to consolidate the financial position or results of operations of Non-Owned Medical Groups (and, therefore, the Company is not required to consolidate the Affiliated Practices of the Non-Owned Medical Groups).

However, management has determined, based on the provisions of the Restriction Agreement by and among the Company, the Nominee Physicians and their respective Nominee PCs, the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position or results of operations of the Friendly Medical Groups and the Nominee PCs, but not the Affiliated Practices of the Friendly Medical Groups.

Management has determined, based on the provisions of the MSAs between the Company and Non-Owned Medical Groups, and after considering the requirements of Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), that the Company is not required to consolidate the financial position or results of operations of (i) Affiliated Practices associated with Owned Medical Groups;

(ii) Non-Owned Medical Groups or, (iii) Affiliated Practices of a Non-Owned Medical Group.

However, management has determined, based on the provisions of the Restriction Agreement by and among the Company, the Nominee Physicians and their respective Nominee PCs, the governing documents of the Friendly Medical Groups, and after considering the requirements of ASC 810, that the Company should consolidate the financial position and results of operations of the Friendly Medical Groups and the Nominee PCs, but not the Affiliated Practices of the Friendly Medical Groups.

ASC 810 requires the Company to consolidate the financial position, results of operations and cash flows of a Non-Owned Medical Group affiliated by means of a service agreement if the Non-Owned Medical Group is a VIE and the Company is its primary beneficiary.

3 unchanged sentences

Accordingly, the Company has not consolidated the financial position, results of operations or cash flows of the Non-Owned Medical Groups that are affiliated with the Company by means of a service agreement for the years ended December 31, 2025, 2024, and 2023.

Each time that it enters into a new service agreement or enters into a material amendment to an existing service agreement, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance.

The same analysis was performed for the Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and the Company determined they do not represent VIEs as they do not meet the criteria in ASC 810 for similar reasons outlined above.

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

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.

Each time the Company enters into a new service agreement, or enters into a material amendment to an existing service agreement, with a Medical Group, the Company considers whether the terms of that agreement or amendment would change the elements it considers in accordance with the VIE guidance.

Management performed this analysis for Affiliated Practices of Owned Medical Groups, which have contractual relationships with Privia through the SSA, and determined these entities do not represent VIEs pursuant to ASC 810 criteria and therefore are not consolidated.

The Company, however, does meet the criteria for consolidation of the Owned Medical Groups, Nominee PCs and the Friendly Medical Groups based on ASC 810 criteria.

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 wholly owned by a Nominee Physician, owning majority membership interests and having governance and control rights via the governing documents of PMG West Texas.

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

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.

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.

Privia Medical Group Washington, PLLC, (“PMG WA”) is a physician-owned Medical Group, with PMG Washington Holdings, PLLC (“Friendly WA PC”), a Washington 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 WA.

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 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 (“Friendly TN PC”), a Tennessee professional limited liability company wholly owned by a Nominee Physician, owning majority membership interests therein and having governance and control rights via the governing documents of PMG-TN.

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

Privia Medical Group Washington, PLLC, (“PMG WA”) is a physician-owned Medical Group, with PMG Washington Holdings, PLLC (“Friendly WA PC”), a Washington professional limited liability company wholly owned by a Nominee Physician, owning majority membership interests and having governance and control rights via the governing documents of PMG WA.

The Company has a contractual relationship with Friendly WA 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 WA and Friendly WA PC do represent VIEs and are consolidated as they do meet the criteria in ASC 810.

Privia Medical Group South Carolina, LLC, (“PMG SC”) is a physician-owned Medical Group, with PMG South Carolina Holdings, PLLC (“Friendly SC PC”), a South Carolina 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 SC.

Privia Medical Group South Carolina, LLC, (“PMG SC”) is a physician-owned Medical Group, with PMG South Carolina Holdings, PLLC (“Friendly SC PC”), a South Carolina professional limited liability company wholly owned by a Nominee Physician, owning majority membership interests and having governance and control rights via the governing documents of PMG SC.

The Company has a contractual relationship with Friendly SC 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 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.

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 wholly owned by a Nominee Physician, 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.

Total revenues and operating expenses were $ 104.5 million and $ 104.5 million, respectively, as of December 31, 2024, $ 61.1 million and $ 61.1 million, respectively, as of December 31, 2023, and $ 34.9 million and $ 34.9 million, respectively, as of December 31, 2022.

Privia Medical Group Arizona, PLLC ("PMG-AZ") is an Owned Medical Group, with the Company owning a majority of the membership interests and having governance and control rights through the governing documents of PMG-AZ.

The VIE analysis was performed, and the Company determined that characteristic (a) exists, and, as such, PMG-AZ does represent a VIE and is consolidated as it does meet the criteria in ASC 810.

The aggregated carrying value of the VIE assets and liabilities included in the consolidated balance sheets after elimination of intercompany transactions and balances each were $ 18.9 million and $ 12.1 million as of December 31, 2025 and 2024, respectively.

Total revenues and operating expenses were each $ 215.5 million, $ 104.5 million, and $ 61.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure.

On an on-going basis the Company evaluates significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, and the computation of income taxes.

Future events and their effects cannot be predicted with certainty;

accordingly, the Company’s accounting estimates require the exercise of judgment.

The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes.

Management evaluates and updates assumptions and estimates on an ongoing basis.

Actual results may differ from these estimates under different assumptions or conditions.

On an on-going basis, management evaluates its significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, intangible assets subject to amortization, the fair value of assets acquired and liabilities assumed in business combinations, and the provision for income taxes.

These estimates are based on historical experience, current conditions, and other assumptions that management believes are reasonable under the circumstances.

Actual results could differ from those estimates.

Estimates and assumptions are reviewed and updated as new information becomes available, additional experience is gained, future events occur, or the Company’s operating environment changes.

Operating Segments

The Company determined in accordance with ASC 280, Segment Reporting (“ASC 280”) that the Company operates in and reports as a single operating segment, and therefore one reporting segment – Privia Health Group, Inc.

Refer to Note 16 “Segment Financial Information” for additional information concerning the Company’s services.

In accordance with ASC 280, Segment Reporting (“ASC 280”) the Company has determined that it operates in a single operating segment, and accordingly, reports one reportable segment – Privia Health Group, Inc.

Refer to Note 16.

“Segment Financial Information” for additional information regarding the Company’s services.

Cash and Cash Equivalents

2 unchanged sentences

Accounts Receivable

Substantially all of the Company’s accounts receivable relate to providing health care services to patients whose costs are primarily paid by federal and state governmental authorities or commercial insurance companies.

The Company 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.

Management writes-off receivables when they are deemed uncollectible because of circumstances that affect the ability of payers and self-pay patients to make payments as they occur.

While write-offs of customer accounts have historically been within management’s expectations and the provisions established, management cannot guarantee that future write-offs will be consistent with historical experience, which could result in material differences when compared to the Company’s allowances and related provisions.

Substantially all of the Company’s accounts receivable arise from the provision of health care services to patients, the costs of which are primarily paid by federal and state governmental authorities or commercial insurance companies.

Accounts receivable are recorded at the amount of consideration the Company expects to receive in exchange for providing healthcare services to patients, which is

estimated using historical reimbursement rates and management’s analysis of prior collection experience, including expected contractual and other adjustments.

Accounts receivable are written off when they are deemed uncollectible due to circumstances that affect the ability of third-party payers or self-pay patients to remit payments.

While write-offs have historically been within management’s expectations and the related allowances established, future write-offs may differ from historical experience, and could result in material differences between actual results and the Company’s recorded allowances.

Unearned Revenue

The Company records unearned revenue, which is a contract liability, when it has an obligation to provide services and payment is received in advance of performance of those services.

The Company records unearned revenue, which is a contract liability, when payment is received prior to the Company’s obligated performance of the related services.

Property and Equipment, Net

Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software and are stated at cost, with the exception of assets acquired through acquisitions, which are recorded at fair value, less accumulated depreciation and amortization.

Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other property and equipment.

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

Property and equipment consist of furniture and fixtures, leasehold improvements, and computer hardware and software.

Property and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets.

The estimated useful life of leasehold improvements is the lesser of the lease term or useful life of the asset, while other property and equipment are depreciated over estimated useful lives, generally ranging from three to seven years .

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 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 the Company’s 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, the Company 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.

During the years ended December 31, 2024 and 2023, the Company completed several acquisitions to strengthen its current market share in existing markets or to expand into new markets.

The consideration paid for each of the acquisitions was derived through arm’s length negotiations.

Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations (“ASC 805”) .

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

For additional details, refer to Note 3 “Business Combinations.”

Accounting for business combinations requires the allocation of the fair value of the purchase consideration to the identifiable tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values, which are determined primarily using income-based valuation methods.

The excess of the fair value of the purchase consideration over the fair values of these identifiable net assets acquired is recorded as goodwill.

These valuations require the use of significant estimates and assumptions, particularly with respect to intangible assets.

Significant assumptions used in valuing intangible assets include, but are not limited to, projected revenue growth rates and attrition, medical claims expense, cost of care, operating expenses, discount rates, contract terms and the estimated useful lives of the acquired assets.

The Company’s estimates of fair value are based on assumptions management believes to be reasonable;

however, such assumptions are inherently uncertain and unpredictable and, as a result, actual results may differ from those estimates.

The allocation of purchase consideration to identifiable assets acquired and liabilities assumed affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their estimated useful lives.

Indefinite-lived intangible assets, including goodwill, are not amortized.

During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the amounts initially recorded with a corresponding offset to goodwill.

Upon conclusion of the measurement period, any subsequent adjustments are recognized in earnings.

During the years ended December 31, 2025, and 2024, the Company completed several acquisitions to strengthen its market position in existing markets and to expand into new markets.

The consideration paid in each acquisition was determined through arm’s-length negotiations.

Each acquisition was accounted for using the acquisition method pursuant to the requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 805, Business Combinations (“ASC 805”) .

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

For additional information, refer to Note 3.

“Business Combinations.”

Impairment of Long-Lived Assets

1 unchanged sentence

Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets.

If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value.

An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount.

The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows.

Factors considered in determining whether an impairment review is required include significant underperformance in relation to expectations, adverse industry or economic trends and significant changes or planned changes in the manner in which the assets are used.

If an impairment review is performed, the Company assesses recoverability by comparing the carrying value of the long-lived asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the long-lived asset group.

If the carrying amount exceeds the undiscounted future cash flows, an impairment loss is recognized.

The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined using discounted cash flows.

The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2025, 2024, or 2023.

1 unchanged sentence

The Company performs a qualitative assessment on goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test.

The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount.

Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit.

The Company completes a single assessment of Goodwill as it has one reporting unit.

If the qualitative assessment indicates that the fair value of a reporting unit is more likely than not below its carrying amount, the Company performs a quantitative impairment test.

The quantitative goodwill impairment test compares the fair value of the reporting unit with its carrying amount.

Any excess of the carrying value over the fair value is recognized as an impairment loss, limited to the total amount of

goodwill allocated to that reporting unit.

The Company has a single reporting unit and accordingly performs a single assessment of goodwill.

For the years ended December 31, 2025, 2024, and 2023, there was no impairment loss related to goodwill.

For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

For additional information, refer to Note 4.

“Goodwill and Intangible Assets, Net.”

Intangible Assets, net

Definite-lived intangible assets represent the estimated fair value of intangible assets acquired.

Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets which are as follows:

Definite-lived intangible assets represent the estimated fair value of identifiable intangible assets acquired.

These assets are amortized using the straight-line method over their estimated useful lives as follows:

Trade names 20 years

4 unchanged sentences

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.

If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows.

The factors considered by management in performing this assessment include current operating results;

trends and prospects;

the manner in which the intangible assets are used;

and the effects of obsolescence, demand, competition and other economic factors.

Based on this assessment, no impairment was recorded for the years ended December 31, 2024, 2023 and 2022.

For additional details, refer to Note 4 “Goodwill and Intangible Assets, Net.”

The Company evaluates its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability is assessed by comparing the carrying amount of the asset to the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

If the carrying amount exceeds the undiscounted future cash flows, the asset is written down to its fair value, which is determined based on estimated discounted future cash flows.

In performing this assessment, management considers, among other factors, current operating results, forecast, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition, and other economic factors.

Based on these assessments, no impairment loss was recorded for the years ended December 31, 2025, 2024, and 2023.

For additional information, refer to Note 4.

“Goodwill and Intangible Assets, Net.”

Debt Issuance Costs

Debt issuance costs represent costs incurred to issue the Company’s note payable and are recorded as a direct reduction to the Company’s note payable.

These costs are amortized over the term of the applicable indebtedness using the effective interest method.

Amortization is included in interest expense in the accompanying consolidated statements of operations.

Debt issuance costs represent costs incurred in connection with the issuance of debt.

When debt is outstanding, these costs are recorded as a direct reduction of the related debt.

When no debt is outstanding, debt issuance costs are recorded as an asset.

Debt issuance costs are amortized over the term of the arrangement using the effective interest method and included in interest expense in the accompanying consolidated statements of operations.

Revenue Recognition

1 unchanged sentence

(i) FFS revenue, (ii) VBC revenue and (iii) other revenue from additional services offered by Privia to its Privia Providers or directly to patients or employers.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

To determine revenue recognition for arrangements that are within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company applies the following five-step model:

Identify the contract(s) with a customer;

4 unchanged sentences

FFS-patient care

The Company’s FFS-patient care revenue is primarily generated from providing healthcare services to patients.

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

The Company recognizes revenue as services are rendered and approved by the Privia Providers, which is typically a single day for each service.

The Company receives payment for services from third-party payers, as well as from patients who have health insurance, but are also financially responsible for some or all of the service in the form of co-pays, coinsurance or deductibles.

Patients who do not have health insurance are required to pay for their services in full.

FFS-patient care revenue is reported net of provisions for contractual allowances from third-party payers and patients.

The Company’s FFS-patient care revenue is primarily generated from the provision of healthcare services to patients.

The provision of medical services represents a single performance obligation under the Company’s third-party payer arrangements, and accordingly, the transaction price is allocated entirely to that performance obligation.

Revenue is recognized as services are rendered and approved by Privia Providers, which typically occurs on the same day the services are provided.

Payment for services are received from third-party payers and, in certain cases, from patients who are insured but are financially responsible for a portion of the services through co-payments, coinsurance, or deductibles.

Patients without health insurance are generally required to pay for services in full.

FFS-patient care revenue is reported net of contractual allowances from third-party payers and patients.

The Company has certain agreements with third-party payers that provide for reimbursement at amounts different from the Company’s standard billing rates.

The differences between the estimated reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenue to arrive at FFS-patient care revenue.

The Company determines the Company’s estimate of implicit price concessions based on the Company’s historical collection experience with classes of patients using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually.

The financial statement effects of using this practical expedient are not materially different from an individual contract approach.

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.

The differences between the estimated reimbursement rates and the standard billing rates are recorded as contractual adjustments, and are deducted from gross revenue to arrive at FFS-patient care revenue.

The Company estimates implicit price concessions based on historical collection experience by patient class using a portfolio approach as a practical expedient rather than estimating individually.

The financial statement effects of applying this practical expedient are not materially different from those that would result from an individual contract approach.

Subsequent changes in estimates of the transaction price including those determined on a portfolio basis when applicable are generally recorded as adjustments to revenue in the period in which the change occurs.

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

With respect to the Company’s treatment of revenue from Owned Medical Groups and Friendly Medical Groups, it is necessary to assess whether the Company is the principal or the agent with respect to FFS-patient care revenue in light of the fact that healthcare services are furnished by Privia Providers rather than employees of the Owned Medical Groups.

ASC 606-10-55-37A indicates that an entity is a principal if it obtains control of a right to a service to be performed by another party, which gives the entity the ability to direct that party to perform the services to the customer on the entity’s behalf.

The Owned Medical Groups, which are each majority-owned and controlled by us, own the contractual relationships with the patients and the third-party payers, and they direct Privia Providers to perform healthcare services on the Company’s behalf.

With respect to fee-for-service (“FFS”) patient care revenue generated by Owned Medical Groups and Friendly Medical Groups, the Company evaluated whether it acts as a principal or an agent under ASC 606, given that healthcare services are furnished by Privia Providers rather than employees of the Medical Groups.

ASC 606-10-55-37A states that an entity is a principal if it obtains control of a right to a service to be performed by another party, which provides the entity with the ability to direct that party to perform the service on the entity’s behalf.

The Owned Medical Groups, which are majority-owned and controlled by the Company, own the contractual relationships with the patients and the third-party payers, and they direct Privia Providers to perform healthcare services on the Company’s behalf.

Although the Company is prohibited by law from interfering in the physician-patient relationship or making clinical care decisions, the Company’s Owned Medical Groups are responsible for the fulfillment of healthcare services to patients.

Further, the Company employs Chief Medical Officers and Medical Directors who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups.

In addition, the Owned Medical Group provides the care coordination activities, patient outreach and education activities, and sets quality standards for Privia Providers.

The Company also verifies that Privia Providers have the proper qualifications (e.g., correct licenses, certificates, etc.) for the Company’s Owned Medical Groups, for the Company and as a delegate on behalf of certain third-party payers.

In addition to oversight of health care services, the Owned Medical Group is also the party primarily responsible for providing the services to patients and maintains discretion in establishing pricing for all services through agreements with patients and their insurance payers.

The Owned Medical Groups negotiate and enter into provider agreements with third-party payer insurance companies, which outline the obligations of the Owned Medical Group and the third-party payers in connection with providing patient care services to covered patients.

This includes setting the reimbursement rate for all services provided by the Owned Medical Groups.

Owned Medical Groups provide the care coordination activities, patient outreach and education activities, and set quality standards for Privia Providers.

The Company verifies that Privia Providers have the proper qualifications (e.g., correct licenses, certificates, etc.) for the Company’s Owned Medical Groups, for the Company and as a delegate on behalf of certain third-party payers.

In addition to overseeing health care services, Owned Medical Groups are primarily responsible for delivering services to patients and retain discretion in establishing pricing through agreements with patients and their insurance payers.

The Owned Medical Groups also negotiate and enter into provider agreements with third-party payer insurance companies, which define the respective obligations of Owned Medical Groups and the third-party payers including reimbursement rates for all services provided.

In assessing who is the principal in providing the patient care services, the Company considered who controls the provision of patient care services.

As a result of the Company’s oversight of Owned Medical Groups (including setting the expectations for the Owned Medical Group’s patients and the commercial payers’ expectations of the Owned Medical Groups) and the contractual relationships with patients and their third-party payers, the Company is the principal in these relationships.

Based on the Company’s oversight of Owned Medical Groups (including setting the expectations for the Owned Medical Group’s patients and the commercial payers’ expectations of the Owned Medical Groups) and the contractual relationships with patients and their third-party payers, the Company concluded it is the principal in these arrangements.

FFS-administrative services

The Company’s FFS-administrative services business provides administration and management services pursuant to MSA with Non-Owned Medical Groups.

The Company’s MSAs with the Non-Owned Medical Groups range from 5 – 20 years in duration and outline the terms and conditions of the administration and management services to be provided, which includes revenue cycle management services such as billings and collections, as well as other services, including, but not limited to, payer contracting, information technology services and accounting and treasury services.

In certain MSAs, the Company is paid administrative fees equal to the cost of supplying certain services as outlined in the MSAs, and if applicable, a margin is added to the cost of certain services.

The margin, if applicable, is fixed based on the MSAs;

however, the cost of supplying certain services can fluctuate during the life of the MSAs.

In certain MSAs, the Company is paid a percentage of net collections.

The percentage is fixed per the MSAs;

however, the net collections can fluctuate during the life of the contract.

Under each MSA, there is a single performance obligation to provide a series of administration and management services required for the contract period.

The Company believes that each Non-Owned Medical Group receives the management and administrative services each day and has concluded that an output method is appropriate for recognizing administrative services fee revenue.

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 the Non-Owned Medical Groups.

In addition, certain of the Company’s 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.

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

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.

The Company has contracts with the U.S.

federal government and large payer organizations that are multi-year in nature typically ranging from three to five years and are paid as follows:

(1) Capitated revenue (2) on a shared savings basis and (3) Care management fees on a per member per month basis.

The Company’s FFS-administrative services business provides administration and management services pursuant to MSAs with Non-Owned Medical Groups.

The MSAs with the Non-Owned Medical Groups range from 5 – 20 years in duration and outline the terms and conditions of the administration and management services to be provided, including revenue cycle management services such as billings and collections, as well as other services, including, but not limited to, payer contracting, information technology services, accounting and treasury services.

Under certain MSAs, the Company is compensated for administrative services equal to the cost of providing specified services, including a fixed margin, if applicable.

While the margin is fixed, the cost of providing services may fluctuate over the life of the contract.

In other MSAs, the Company is paid a fixed percentage of net collections though the net collections may vary over time.

Each MSA constitutes a single performance obligation to provide a series of administration and management services over the contract period.

The Company has determined that each Non-Owned Medical Group receives the services daily and has concluded that an output method is appropriate for recognizing administrative services fee revenue.

Administrative fee revenue is 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 the Non-Owned Medical Groups.

Certain MSAs include provisions for rebates to customers if specified conditions are met.

The Company estimates the transaction price for such variable consideration using the most likely amount method and includes these amounts in the net transaction price to the extent that it is probable that a significant reversal will not occur when the uncertainty is resolved.

FFS-administrative services revenue is reduced by the amount of any rebates earned by customers.

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

The Company’s VBC business consists of its clinically integrated networks and ACOs which bring together independent physician practices within the Company medical groups to share data, improve care coordination, and collaborate on initiatives designed to improve outcomes and reduce healthcare spending.

The Company has multi-year contracts with the U.S.

federal government and large payer organizations typically ranging from three to five years .

Payments under these contracts are made in the following forms:

(1) capitated revenue, (2) shared savings, and (3) care management fees on a per member per month basis.

Capitated Revenue

Capitated revenue consists of capitation fees earned under contracts with various Medicare Advantage payers (“Payers”) in at-risk capitation arrangements.

The Company is entitled to monthly fees to provide a defined range of healthcare services for Medicare

Advantage health plan members (“attributed beneficiaries” or “attributed lives”) attributed to the Company’s contracted physicians (typically primary care).

Monthly fees are determined as a percentage of the premium payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries.

In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, therefore, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of each agreement.

Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its Capitated revenue contracts with payers.

Capitated revenue contracts with payers are generally multi-year arrangements and have a single monthly stand ready performance obligation, as defined by ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), to provide all aspects of necessary medical care to members for the contracted period.

The Company recognizes revenue in the month in which the eligible beneficiary is entitled to receive healthcare benefits during the contract term.

The transaction price for the Company’s capitation contracts is a fixed percentage of premium per attributed life with periodic adjustment, as the monthly fees to which the Company is entitled are subject to periodic adjustments under CMS’s risk adjustment payment methodology.

CMS deploys a risk adjustment model that determines premiums paid to all payers according to each attributed life’s health status and certain demographic factors.

Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings.

The Company and healthcare providers collect and submit diagnosis data to payers (and ultimately to CMS) to be utilized in the determination of risk adjustments and such data is used by the Company to estimate any adjustments to the Capitated revenue earned that may increase or decrease revenue in subsequent periods pursuant to contractual terms.

Such adjustments are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

Capitated revenue fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payers.

The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

Capitated revenue represents fees earned under contracts with various Medicare Advantage payers (“Payers”) in at-risk capitation arrangements.

Under these arrangements, the Company is entitled to monthly fees for the provision of a defined range of healthcare

services for Medicare Advantage health plan members (“attributed beneficiaries” or “attributed lives”) assigned to the Company’s contracted physicians, typically primary care providers.

Monthly fees are calculated as a percentage of the premium Payers receive from the Centers for Medicare & Medicaid Services (“CMS”) for these attributed beneficiaries.

In at-risk arrangements, the Company generally accepts financial risk for beneficiaries attributed to its contracted physicians and, is responsible for the cost of contracted healthcare services required by those beneficiaries in accordance with the terms of the agreement.

Capitated contracts are generally multi-year arrangements and contain a single performance obligation representing the stand-ready obligation to provide all necessary medical care to members over the contract period.

Revenue is recognized in the month during which each eligible beneficiary is entitled to receive healthcare benefits.

The capitation contract transaction price is a fixed percentage of premium per attributed life subject to periodic adjustment under CMS’s risk adjustment payment methodology.

CMS determines premiums based on each attributed life’s health status and certain demographic factors, using diagnosis data submitted by both the Company and healthcare providers.

The Company estimates adjustments to capitated revenue using the most likely amount methodology and includes in revenue only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

Capitated revenue is also subject to adjustments for incentives or penalties tied to the achievement of quality metrics defined in the Company’s contracts.

Incentive revenue is recognized using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved.

Neither the Company nor any of its affiliates are a registered insurance company, as state law in the states in which the Company operates do not require such registration for risk bearing providers.

Shared Savings

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

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

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

Care management

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.

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

Revenue is recognized in the month for which the PMPM rate applies and for which the member was attributed.

The PMPM rate is based on a predetermined monthly contractual rate for each attributed member regardless of the volume of care coordination services provided under the contracts with the payers.

The PMPM rate varies based on payer and product.

Contingent PMPM amounts are not recognized into revenue until such contingency is resolved.

Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members.

The Company’s contracts with payers have a single performance obligation that consists of a series of services for the provision of care coordination services for the population of attributed members for the duration of the contract.

The transaction price for the contracts is entirely variable, as it is primarily based on a PMPM rate on monthly attributed membership, which can fluctuate during the life of the contract.

The majority of the Company’s net PMPM transaction price relates specifically to its efforts to transfer the service for a distinct increment of the series and is recognized as revenue in the month in which attributed members are entitled to care coordination services.

The transaction price for the contracts is variable, as it is primarily based on a PMPM rate on monthly attributed membership, which can fluctuate over the life of the contract.

The majority of the Company’s net PMPM transaction price relates specifically to the transfer of services for a distinct increment of the series and is recognized as revenue in the month in which attributed members are entitled to receive care coordination services.

Other Revenue

The remainder of the Company’s revenue is derived from leveraging the Company’s existing base of providers and patients to deliver value-oriented services such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees.

The remainder of the Company’s revenue is derived from leveraging the Company’s existing base of providers and patients to deliver value-oriented services including concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees.

Fair Value of Financial Instruments

1 unchanged sentence

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 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.

The three levels are defined as follows:

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 is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, defined as follows:

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

2 unchanged sentences

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.

The Company’s financial instruments are classified as Level 1 assets and liabilities, as their fair values are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Non-Controlling Interest

The non-controlling interest represents the equity interest of the non-controlling equity holders in results of operations of Privia Management Services Organization, LLC, Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC, Privia Management Company North Carolina, LLC, Privia Management Company of Ohio, LLC, Privia Services Company Connecticut, LLC, Privia Quality Network Connecticut, LLC, Privia Quality Network Delaware, LLC and our Owned Medical Groups.

The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates where the Company has a controlling financial interest.

The Company has separately reflected net income attributable to the non-controlling interests in net income in the consolidated statements of operations.

Non-controlling interest represents equity ownership that is not attributable to the Company.

The consolidated financial statements include the assets, liabilities, revenues, and expenses of subsidiaries in which the Company has a controlling financial interest, including Privia Management Services Organization, LLC, Privia Management Company Montana, LLC, BASS Privia Management Company of California, LLC, Privia Management Company West Texas, LLC, Privia Management Company North Carolina, LLC, Privia Management Company of Ohio, LLC, Privia Services Company Connecticut, LLC, Privia Quality Network Connecticut, LLC, Privia Quality Network Delaware, LLC, our Owned Medical Groups, and Friendly Medical Groups.

Net income attributable to non-controlling interests is separately presented in the consolidated statements of operations.

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”).

ASC 740 requires that income tax accounts be computed using the asset and liability method.

Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Under ASC 740, the Company follows the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.

14 unchanged sentences

Provider Liability

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 .

Provider liability represents amounts payable to physicians, hospitals and other ancillary providers, including Privia Physicians, their related practices, as well as providers contracted through the Company’s payer arrangements.

These liabilities include amounts not yet paid for physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claim 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 evaluates whether a contract is or contains a lease at the inception of the contract.

Upon lease commencement, which is defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease.

Upon lease commencement, defined as the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease.

The Company’s leases primarily consist of operating leases for office space in certain states in which the Company operates.

2 unchanged sentences

Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement.

The Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at the later of adoption, inception, or modification in determining the present value of lease payments.

The Company uses its incremental borrowing rate based on the information available at the later date of adoption, inception, or modification in determining the present value of lease payments.

Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received) and initial direct costs, at the lease commencement date.

1 unchanged sentence

As a result, the fixed payments that would otherwise be allocated to the non-lease components are accounted for as lease payments and are included in the measurement of the Company’s right-of-use asset and lease liability.

Lease expense for lease payments is recognized on a straight-line basis over the lease term in general and administrative expense on the consolidated statements of operations.

The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases.

Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term.

A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Lease expense for lease payments is recognized on a straight-line basis over the lease term and included in general and administrative expense within the accompanying consolidated statements of operations.

The Company does not recognize a lease liability or right-of-use asset within its consolidated balance sheets for short-term leases defined as a lease, that at its commencement date, has a term of 12 months or less and does not include a purchase option that the lessee is reasonably certain of exercise.

Instead, short-term lease payments are recognized into expense on a straight-line basis over the lease term.

When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

Provider Expense

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.

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

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

Provider expense is recognized in the period in which services are provided.

Cost of Platform

Cost of platform represents the direct costs the Company incurs to provide services to Privia Physicians and their practices.

It includes third-party electronic medical records and practice management software expenses, employee-related expenses, including salaries and employee benefits costs, stock-based compensation, as well as consulting expenses, travel-related expenses and technology related expenses for the team.

Cost of platform represents direct costs incurred to provide services to Privia Physicians and their practices.

These costs include third-party electronic medical records and practice management software expenses, employee-related expenses, including salaries, employee benefits costs, stock-based compensation, consulting expenses, travel expenses and technology related costs for the team.

Cost of platform excludes depreciation and amortization expense.

1 unchanged sentence

Sales and Marketing

Sales and marketing expenses consist of employee-related expenses, including salaries, stock-based compensation, commissions, and employee benefits costs, for all of the Company’s employees, engaged in marketing, sales, community outreach, and sales support.

These employee-related expenses capture all costs for both the Company’s field-based and corporate sales and marketing teams.

Sales and marketing expenses also include central and community-based advertising to generate greater awareness, engagement, and

retention among the Company’s current and prospective patients as well as the infrastructure required to support all of the Company’s marketing efforts.

Sales and marketing expense consists primarily of employee-related expenses, including salaries, stock-based compensation, commissions, and employee benefits for personnel engaged in marketing, sales, community outreach, and sales support.

These expenses reflect the costs of both field-based and corporate sales and marketing teams.

Sales and marketing expenses also include travel expenses and central and community-based advertising to drive awareness, engagement, and retention among current and prospective patients as well as the infrastructure required to support the Company’s marketing initiatives.

General and Administrative

Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and development departments.

In addition, general and administrative expenses include all corporate technology and occupancy costs.

Corporate, general and administrative expense includes employee-related expenses, including salaries, benefits and stock-based compensation, as well as expenses related to technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and development departments.

Additionally, general and administrative expense includes all corporate technology and occupancy costs.

Stock-Based Compensation

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.

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.

The Company accounts for share-based compensation in accordance with the 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 grant date.

The Company estimates the fair value of stock options granted to 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.

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 “Stockholder Equity.”

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.

For additional information, refer to Note 11.

“Stockholders’ Equity.”

The Company issues certain Performance Stock Unit (“PSU”) awards that vest upon satisfaction of specified service conditions, performance-based conditions, and/or market conditions.

For some awards, the performance metrics have been identified;

however, certain targets have not yet been established.

For the awards with performance-based conditions where the target 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 estimated fair value at each reporting date.

For the awards that are solely based on employment and the achievement of certain market performance metric targets, which have already been determined, the fair value of the PSUs are determined using a Monte Carlo valuation model as of the grant date and recognize stock-based compensation on a straight-line basis over the requisite service period.

Net Income (Loss) per Share Attributable to Common Stockholders

Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

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 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.

In periods when the Company has incurred a net loss, options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

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

For awards that are solely based on employment and the achievement of certain market performance metric targets, which have already been determined, the fair value of the PSUs is determined on the grant date using a Monte Carlo valuation model.

Stock-based compensation expense for these awards is fixed and is recognized on a straight-line basis over the requisite service period.

Net Income per Share Attributable to Common Stockholders

Basic net income per share attributable to common stockholders is calculated by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted net income per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including the effect of dilutive common stock equivalents, determined using the treasury stock method.

Dilutive securities are excluded from diluted earnings per share in periods in which their inclusion would be antidilutive.

Recently Adopted Accounting Pronouncements

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

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The amendments require disclosure of incremental segment information on an annual and interim basis.

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 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 .

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes - Improvements to Income Tax Disclosures (“ASU 2023-09”).

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 Company adopted ASU 2023-09 for the annual period ending December 31, 2025 on a prospective basis.

“Income Taxes” for the related disclosures.

Recently Issued Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued ASU No.

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

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.

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

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in a Variable-Interest Entity.

The amendment clarifies the guidance when an entity involved in an acquisition transaction effected primarily by exchanging equity interests and the legal acquiree is a VIE that meets the definition of a business.

Entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model.

The amendment is effective for annual reporting periods beginning after December 15, 2026, including interim periods within the fiscal years and applied prospectively to acquisitions after the adoption date.

The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets.

The amendment is effective for annual reporting periods beginning after December 15, 2025, including interim periods within the fiscal years and applied prospectively after the adoption date.

The Company does not expect ASU 2025-05 to have a material impact on its financial statements and related disclosures.

Revenue Recognition

10 unchanged sentences

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:

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

For the Years Ended December 31,

4 unchanged sentences

100 % 100 % 100 %

FFS-administrative services revenue is earned through the Company’s MSA with Non-Owned Medical Groups primarily based on a fixed percentage of net collections on patient care generated by those medical groups.

VBC revenue is primarily earned through contracts for Capitated revenue, Shared savings and Care management fees.

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 receives a fixed monthly payment from the third-party payer in exchange for providing healthcare services to attributed beneficiaries.

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

At-risk Capitated revenue is recorded at the total amount 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 lives.

FFS-administrative services revenue is earned through the Company’s MSA with Non-Owned Medical Groups primarily based on a fixed percentage of net collections from patient care generated by those medical groups.

VBC revenue is primarily earned through contracts that include Capitated revenue, Shared savings and Care management fees.

Capitated revenue is generated from “at-risk contracts” under which the Company receives a fixed monthly payment from third-party payers in exchange for providing healthcare services to attributed beneficiaries.

The Company is responsible for delivering or covering the cost of required healthcare services attributed to these beneficiaries.

At-risk Capitated revenue is recorded gross in revenues as the Company acts as the principal in arranging, providing, and controlling managed healthcare services provided to the attributed lives.

Shared savings revenue and Care management fees are generated through contracts with large commercial payer organizations and the U.S.

Federal Government.

For shared savings arrangements, the Company estimates the transaction price by analyzing the activities during the relevant time period in consideration of the agreed-upon benchmarks, metrics, performance criteria, inflation trends, risks adjustment factors, attribution criteria and any other contractually defined factors.

Revenue is recognized only when the transaction price can be reasonably estimated and it is probable that a significant reversal will not occur, once uncertainties related to the variable consideration are resolved.

Revenue is recorded over the period in which services are provided, typically during a pre-set twelve-month measurement period.

Subsequent changes to the estimated transaction price are generally recorded as adjustments to revenue in the period of the change.

In September 2025, the Company received final settlement notices from CMS for the Company’s portion of MSSP shared savings generated during the 2024 performance year.

For the year ended December 31, 2025, the amount of revenue recognized related to the change in estimate of our Shared Savings accrual was $ 28.5 million.

Contract Asset

2 unchanged sentences

Balances for contracts with customers

Accounts receivable $ 316,179 $ 290,768

Accounts receivable, net

$ 400,902 $ 316,179

Remaining Performance Obligations

The Company does not disclose the value of the remaining performance obligations at the end of the reporting period or when the Company expects to recognize revenue.

The Company has minimal unsatisfied performance obligations at the end of the reporting period as the Company’s patients typically are under no obligation to continue receiving services at the Company’s facilities.

The Company does not disclose the value of the remaining performance obligations or the expected timing of revenue recognition at the end of the reporting period as it has minimal unsatisfied performance obligations.

Patients generally have no obligation to continue receiving services at the Company’s facilities and substantially all performance obligations are satisfied at the time the service is rendered.

Business Combinations

During February 2023, the Company entered into the Connecticut market through the acquisition of Privia Quality Network Connecticut (“PQN-CT”), whereby Privia acquired a 51 % ownership interest in PQN-CT.

2025 Acquisitions

In April 2025, the Company entered the Arizona market with the acquisition of a 51 % ownership interest in PMG AZ.

The acquisition was accounted for using the acquisition method pursuant to the requirements of ASC 805.

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.

Washington Nominee PC owns 51 % interest in Washington Friendly Medical Group.

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

During October 2023, the Company acquired Privia Medical Group South Carolina, LLC, (“PMG SC”).

PMG SC is a physician-owned Medical Group, with PMG South Carolina Holdings, PLLC (“Friendly SC PC”), a South Carolina 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 SC.

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

PMG SC owns 51 % interest in Friendly SC PC.

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

The results of operations and cash flows for the period subsequent to the acquisition are included in the accompanying consolidated statement of operations and consolidated statement of cash flows.

The preliminary fair value of the assets acquired and liabilities assumed at the acquisition date are as follows (in thousands):

Accounts receivable

Identifiable intangible assets:

Payer contract and physician network intangibles 64,400

Goodwill 43,838

Deferred tax liabilities

Provider liability

Total acquired net assets $ 95,000

Information regarding the net cash paid for the acquisition is as follows (in thousands):

Fair value of assets acquired, net of $ 5.9 million of cash acquired

Provider liability

Deferred tax assets

Goodwill 43,838

Net cash paid for acquisition

In connection with the 2025 transaction related to PMG AZ, the seller is entitled to additional amounts up to a maximum value of $ 25.0 million, subject to meeting certain future targets.

Of the $ 25.0 million, $ 10.0 million may be earned over a three-year period beginning at the acquisition date, and $ 15.0 million may be earned upon renewal of certain agreements in 2030.

The Company accounted for these additional amounts as post combination expense and expects to recognize any amounts earned within General and administrative expenses in the consolidated statements of operations and Accounts payable and accrued expenses and Other non-current liabilities, for current and long-term liabilities, respectively, within the consolidated balance sheets.

During the year ended December 31, 2025, a measurement period adjustment was recorded to offset deferred tax assets, thereby increasing goodwill by $ 1.7 million.

The goodwill relating to this acquisition is primarily attributable to synergies related to the assembled workforce.

None of the goodwill recognized for the acquisition of PMG AZ is expected to be deductible for tax purposes.

The Company is in the process of completing its final 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, 2025 based on additional information obtained and completion of the valuation of the identifiable intangible assets.

In December 2025, the Company acquired an ACO business from Evolent Health, Inc.

The accompanying consolidated balance sheet includes the preliminary estimated fair values of the net assets acquired.

The results of operations and cash flows for the period subsequent to the acquisition are included in the accompanying consolidated statement of operations and consolidated statement of cash flows.

The preliminary fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in thousands):

Accounts receivable

Identifiable intangible assets:

Payer contract

Goodwill 24,389

Provider liability

Total acquired net assets $ 91,312

Information regarding the net cash paid for the acquisition is as follows (in thousands):

Fair value of assets acquired

Provider liability

Goodwill 24,389

Net cash paid for acquisition

In connection with the 2025 transaction related to Evolent, the seller is entitled to additional consideration up to $ 13.0 million if certain conditions are met.

The Company has recognized the acquisition-date fair value of the contingent consideration of $ 2.9 million and determined the liability to be a Level 3 instrument due to significant inputs that are not observable in the market.

The fair value of the contingent consideration was calculated based on the income approach.

The expected (probability-weighted) payment amount is estimated based on the likelihood of achieving the threshold and target levels.

The present value of the expected payment was calculated by discounting the expected payment amount from the expected payment date to the valuation date, at an appropriate discount rate.

The amount will be remeasured and adjusted quarterly, if necessary, based on the assessed fair value.

The goodwill relating to this acquisition is primarily attributable to synergies related to the assembled workforce.

All of the goodwill recognized for the acquisition of Evolent is expected to be deductible for tax purposes.

The Company is in the process of completing its final valuation analysis to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed.

In December 2025, the Company acquired 51 % of Privia Medical Group Florida, LLC from Health First Medical Group, LLC.

Pro Forma Total Revenues

The 2025 acquisitions contributed revenues of $ 51.9 million from the date of acquisition through December 31, 2025.

The following table summarizes the unaudited pro forma total revenues of the combined entity had the date of the acquisition been January 1, 2024:

For the Twelve Months Ended December 31,

(Dollars in Thousands) 2025 2024

Pro forma combined entity total revenue $ 2,311,149 $ 1,970,772

2024 Acquisitions

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

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

In 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 wholly owned by a licensed physician with a leadership role in the Company, holding a majority membership interest and having governance and control rights pursuant to the 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.

Friendly IN PC owns 51 % interest in PMG IN.

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

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

(Dollars in thousands) Total Acquisitions for the Year Ended December 31, 2024

Total Acquisitions for the Year Ended December 31, 2023

(Dollars in thousands) For the Year Ended December 31, 2024

Cash paid, net of cash acquired $ 6,957

3 unchanged sentences

Goodwill 2,865

Fair value of non-controlling interests — ( 24,212 )

Total acquired net assets $ 11,207

The goodwill relating to these acquisitions is not deductible for tax purposes and is primarily attributable to synergies related to the assembled workforce.

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 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.

The Company does not expect any adjustments, if necessary, to be material.

The goodwill relating to these acquisitions is primarily attributable to synergies related to the assembled workforce.

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

Goodwill and Intangible Assets, Net

For the purposes of the goodwill impairment assessment, the Company as a whole is considered to be the reporting unit.

For the purposes of the goodwill impairment assessment, the Company as a whole is one reporting unit as the Chief Operating Decision Maker (“CODM”) reviews financial results on a consolidated basis.

The Company recognizes the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill.

3 unchanged sentences

Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit.

The Company’s carrying value of goodwill at December 31, 2024 and 2023 is $ 141.6 million and $ 138.7 million, respectively.

The carrying value of goodwill at December 31, 2025 and 2024 is $ 209.8 million and $ 141.6 million, respectively.

No indicators of impairment were identified during the years ended December 31, 2025, 2024, and 2023.

During the year ended December 31, 2023, Privia entered into three new markets resulting in the recording of goodwill.

During February 2023, the Company entered into the Connecticut market through the acquisition of Privia Quality Network Connecticut (“PQN-CT”), whereby Privia acquired majority ownership in PQN-CT.

During August 2023, the Company entered into the Washington market through the launch of Washington Friendly Medical Group in affiliation with Walla Walla Clinic, a multi-specialty group practice with more than 50 providers and 3 care center locations.

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.

As of December 31, 2025, there was no accumulated impairment of goodwill.

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.

The Company recorded Goodwill of $ 0.7 million in connection with the acquisition, representing the excess of the purchase price over the fair value of the net assets acquired.

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.

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.

During April 2025, the Company entered into the Arizona market through the acquisition of PMG AZ, whereby Privia acquired a 51 % ownership interest in PMG AZ.

During the year ended December 31, 2025, the Company recorded Goodwill of $ 43.8 million in connection with PMG AZ, which represents the excess of the purchase price over the fair value of the net assets acquired.

During December 2025, the Company acquired an ACO business from Evolent Health, Inc.

In this connection, the Company recorded Goodwill of $ 24.4 million, 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:

7 unchanged sentences

Management Service Agreement 2,200 1,409 2,200 1,272

2,200 1,272 2,200 1,134

Physician network 16,052 2,016 10,902 916

10,902 916 7,446 362

Payer contracts 167,443 9,978 57,313 4,768

57,313 4,768 52,427 2,184

MSO Service Agreement 51,800 10,483 51,800 8,017

245,195 $ 29,276 129,915 $ 20,108

129,915 $ 20,108 121,573 $ 13,943

Less accumulated amortization ( 29,276 ) ( 20,108 )

1 unchanged sentence

The remaining weighted average life of all amortizable intangible assets is approximately 17.5 years at December 31, 2025.

Amortization expense for intangible assets was approximately $ 6.2 million for the year ended December 31, 2024, $ 5.4 million for the year ended December 31, 2023 and $ 3.4 million for the year ended December 31, 2022, respectively.

Estimated amortization expense for the Company’s intangible assets for the following five years is as follows:

Amortization expense for intangible assets was approximately $ 9.2 million, $ 6.2 million and $ 5.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Remaining estimated amortization expense for the Company’s intangible assets is as follows:

(Dollars in Thousands)

2026 $ 12,541

Thereafter 153,214

22 unchanged sentences

Property and equipment, net $ 504 $ 1,242

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.

Depreciation and amortization expense for property and equipment was approximately $ 0.7 million, $ 1.1 million and $ 1.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Account Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

Accounts payable and accrued expenses consist of the following:

(Dollars in Thousands) December 31, 2025 December 31, 2024

1 unchanged sentence

Accrued employee compensation and benefits 33,552 26,420

Bonuses payable 20,421 15,073

Other accrued expenses 55,279 45,811

1 unchanged sentence

Provider Liability

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.

Provider expenses are recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.

Provider liability represents amounts 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.

These liabilities include amounts not yet 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.

Provider expense is recognized in the period in which services are provided and include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.

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

Management exercises judgment to determine the assumptions used for developing the required estimates.

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, the Company 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, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified.

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 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.

The Company’s liabilities for unpaid medical claims under at-risk capitation arrangements, which are included in Provider liability in the Company’s consolidated balance sheets, were as follows:

Periodically, the Company re-examines previously established provider liability estimates based on actual claim submissions and other changes in facts and circumstances.

The Company adjusts its provider liability estimates as more complete claims information becomes available, recognizing changes in the period in which they are identified.

Differences between estimated liabilities and actual claim settlements are recognized in the period the claims are settled.

Liabilities for unpaid medical claims under at-risk capitation arrangements, included in Provider liability in the accompanying consolidated balance sheets, are as follows:

(Dollars in Thousands)

5 unchanged sentences

Prior years ( 12,617 ) 964

Total claim incurred 209,305 336,819

Total claims incurred

290,458 209,305

Current year ( 232,079 ) ( 157,375 )

3 unchanged sentences

$ 78,989 $ 66,355

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”).

The Revolving Credit Agreement bears interest at a base rate plus applicable margin, with the base rate being the higher of the Prime Rate or the Federal Funds Rate plus 0.50 %.

In no event will the base rate be less than 1.0 %

The Revolving Credit Facility, which expires in November 2028, provides for revolving loans and the issuance of letters of credit in an aggregate amount of $ 125 million.

On a quarterly basis, the Company pays a commitment fee on the unused Revolving Credit Facility ( 0.20 % per annum).

The proceeds of these loans and the letters of credit issued under the Revolving Credit Facility may be used for capital expenditures, expenses related to transactions and general corporate purposes.

The Revolving Credit Agreement contains customary affirmative, negative and financial covenants, and customary events of default.

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, with borrowing availability of revolving loans and letters of credit up to $ 125 million (the “Revolving Credit Facility”).

The Revolving Credit Facility is senior secured, expires in November 2028 and bears interest at either i) a base rate, as defined, plus an applicable margin ranging from 0.25 % to 0.75 %, or ii) Secured Overnight Financing Rate (“SOFR”) plus 0.10 %, plus an applicable margin that ranges from 1.25 % to 1.75 %, depending on the consolidated leverage ratio, as defined.

The Revolving Credit Facility includes a commitment fee on the unused Revolving Credit Facility that ranges from 0.20 % to 0.30 % ( 0.20 % per annum at year end) depending on the consolidated leverage ratio, as defined.

The facility generally may be used for capital expenditures, expenses related to transactions and general corporate purposes.

The Revolving Credit Agreement contains customary affirmative, negative and financial covenants, and events of default.

The occurrence of an event of default under the Revolving Credit Agreement may cause the unpaid principal and accrued interest, and all other obligations under the Revolving Credit Agreement to become immediately due and payable.

As of December 31, 2025, no amounts were outstanding under the Revolving Credit Facility.

Substantially all of the Company’s real and personal property serve as collateral under the above debt arrangements.

The provision for (benefit from) income taxes for years ending December 31, 2024, 2023 and 2022 are as follows:

Substantially all of the Company’s real and personal property serve as collateral under this agreement.

The provision for income taxes for years ending December 31, 2025, 2024, and 2023 are as follows:

(Dollars in Thousands) 2025 2024 2023

1 unchanged sentence

State and local 1,634 987 528

Total current 2,009 528 509

Total current income tax expense 3,341 2,009 528

Federal $ 9,460 $ 7,234 $ 6,221

State and local 1,411 1,583 1,244

Total deferred 8,817 7,465 ( 7,025 )

Total provision for (benefit from) incomes taxes $ 10,826 $ 7,993 $ ( 6,516 )

Total deferred income tax expense 10,871 8,817 7,465

Total income tax expense $ 14,212 $ 10,826 $ 7,993

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

12 unchanged sentences

$ ( 24,482 ) $ ( 8,698 )

Right-of-use asset ( 1,297 ) ( 1,822 )

Right-of-use assets

( 2,219 ) ( 1,297 )

Total deferred tax liabilities

3 unchanged sentences

For the years ended December 31, 2025, and 2024, the Company completed an assessment of the likelihood of realizing all or some portion of its net deferred tax assets.

Based on an analysis of the positive and negative evidence, the Company determined it was more likely than not that the Company will be in a position to realize the benefits of the deferred tax asset as a result of consistent profitability excluding non-recurring stock compensation charges in connection with the Company's IPO.

As such, no valuation allowance was recorded in either year.

As of December 31, 2024, the Company has generated federal and state net operating loss carryforwards of approximately $ 47.2 million and $ 30.1 million (post-apportioned state NOL) respectively, that begin to expire in 2034.

As of December 31, 2025, the Company has remaining federal and state net operating loss carryforwards of approximately $ 26.9 million and $ 24.7 million (post-apportioned state NOL) respectively, that begin to expire in 2035.

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

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

Amount Percent

December 31, December 31,

federal statutory income tax rate to the provision for income taxes for the year ended December 31, 2025:

(Dollars in Thousands) December 31, 2025

United States federal statutory rate

$ 9,227 21.0 %

State and Local income taxes, net of federal income tax effect

Nontaxable or nondeductible items

Share-based payment awards

Non-controlling interest ( 1,430 ) ( 3.3 )

Other adjustments

Provision for income taxes

$ 14,212 32.3 %

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

federal statutory income tax rate to the provision for income taxes for the years ended December 31, 2024, and 2023:

(Dollars in Thousands) 2024 2023 2024 2023

Tax provision (benefit) computed at Federal statutory income tax rate

Tax provision computed at federal statutory income tax rate

$ 6,041 $ 6,094 21.0 % 21.0 %

1 unchanged sentence

3,136 ( 22 ) 10.9 ( 0.1 )

State tax expense (benefit), net of Federal benefit

State tax expense, net of federal benefit

2,051 2,140 7.1 7.4

2 unchanged sentences

( 13 ) ( 435 ) — ( 1.5 )

Provision for (benefit from) income taxes

Provision for income taxes

$ 10,826 $ 7,993 37.6 % 27.5 %

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

The 2020 through 2024 federal and state income tax returns are within the statute of limitations 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.

1 unchanged sentence

As of December 31, 2025, and 2024, the Company had not recorded any reserves for uncertain tax positions or related interest and penalties.

The following is a reconciliation of the income taxes paid (net of refunds received) for the year ended December 31, 2025:

Jurisdiction Income Taxes Paid (net of refunds received)

(Dollars in Thousands)

Stockholders’ Equity

2 unchanged sentences

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.

As of December 31, 2025, the Board has authorized 22,215,088 shares for issuance under the 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.

The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), 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.

2 unchanged sentences

2021 Employee Stock Purchase Plan

In April 2021, the Company’s Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”).

In April 2021, the Board of Directors approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021.

2 unchanged sentences

provided that the maximum number of shares that may be issued under the Plan in any event shall be 10,278,581 shares.

As of the IPO, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP.

As of the date of the IPO, the Company has reserved 1,027,858 shares of common stock for issuance under the 2021 ESPP.

As of December 31, 2025, no shares have been issued under this plan.

8 unchanged sentences

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.

The renewal will be required to use the same issuance events, 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 are 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, 2025.

1 unchanged sentence

Stock option activity

For the Options granted under the Plan, Privia used a Black-Scholes option pricing model to determine the fair value.

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.

Below outlines the assumptions used in the Black-Scholes modeling and calculation of the option fair value.

• 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 - 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.

Treasury zero-coupon issues with an equivalent expected term of the options for each option group.

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

The fair value of stock options issued under the Plan is calculated using a Black-Scholes option pricing model that requires several inputs, including expected stock price volatility, the fair value of the underlying common stock, the risk-free interest rate, expected term of the award and dividend yield.

The Company estimated the inputs as follows:

• Volatility is based on the Company’s historical common stock volatility since inception.

• Fair value of common stock is the publicly quoted price on Nasdaq.

• The risk-free interest rate is the implied yield available on U.S.

Treasury zero-coupon issues with an equivalent expected term of the option.

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

• Dividend yield - The Company has not declared or paid any cash dividend and does not currently plan to pay a cash dividend in the foreseeable future.

Consequently, the Company used an expected dividend yield of zero.

The Company estimated the fair value of stock option grants using a Black-Scholes option pricing model with the following assumptions presented on a weighted-average basis (no stock options granted for the year ended December 31, 2024):

For the Year Ended December 31,

Expected term in years 6.25 years

Expected stock price volatility 44.0 %

Risk-Free interest rate 2.4 %

Expected dividend yield — %

• Dividend yield is zero, as the Company has not declared or paid any cash dividend and does not currently plan to pay a cash dividend in the foreseeable future.

The following table summarizes stock option activity under the PH Parent Option Plan and Plan:

1 unchanged sentence

Exercise Price Weighted-

Life Aggregate Intrinsic

Aggregate Intrinsic

(in thousands)

Outstanding at January 1, 2023

Granted 93,793 26.35

13,176,721 $ 7.86 9.02 $ 197,695

Exercised ( 3,104,257 ) 2.82

1 unchanged sentence

Outstanding at December 31, 2023

9,820,754 $ 9.06 7.90 $ 138,028

Exercised ( 1,259,513 ) 2.08

1 unchanged sentence

Outstanding at December 31, 2024

8,526,910 $ 10.03 7.17 $ 93,074

Exercised ( 973,513 ) 8.10

1 unchanged sentence

Balance at December 31, 2025

7,534,665 $ 10.26 6.28 $ 102,102

Exercisable at December 31, 2025 7,511,216 $ 10.21 6.28 $ 102,102

2 unchanged sentences

Outstanding at January 1, 2023

2,404,664 $ 23.81

Granted 1,161,301 27.50

2 unchanged sentences

Unvested and outstanding at December 31, 2023

2,947,102 $ 25.18

Granted 2,203,174 22.55

2 unchanged sentences

Unvested and outstanding at December 31, 2024

4,142,275 $ 23.73

Granted 2,223,500 24.85

2 unchanged sentences

Unvested and outstanding at December 31, 2025 3,847,183 $ 24.39

PSUs granted under the Plan generally vest based on the satisfaction of specified service conditions, performance-based conditions, and/or market conditions.

PSUs represent a target number of units that may be paid out at zero to 200 % of target at the end of a multi-year award cycle, typically three years , subject to continued employment of recipients and the achievement of such performance-based and market conditions.

The performance-based conditions are established relative to certain Company-specific financial targets.

For PSUs with performance-based conditions where the target 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.

For PSUs that are solely based on employment and the achievement of certain market performance metric targets, which have already been determined, the fair value of the PSUs is determined on the grant date using a Monte Carlo valuation model.

Stock-based compensation expense for these awards are fixed and is recognized on a straight-line basis over the requisite service period.

At the end of the performance period, the Compensation Committee of the Board of Directors of the Company determines performance against the applicable performance-based conditions and/or market conditions.

Generally, PSUs vest upon

the determination by the Compensation Committee of the Board of Directors of the Company of the achievement of applicable performance-based conditions and/or market conditions,, unless subject to earlier vesting, such as upon a Termination without Cause (as defined in the Plan) following a Change-in-Control of the Company (as defined in the Plan).

PSUs do not convey voting rights.

The following table summarizes the PSU activity under the Plan:

1 unchanged sentence

Unvested and outstanding at January 1, 2023 — $ —

Granted (1)(2)

781,132 31.91

5 unchanged sentences

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.

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.

(2) During the twelve months ended December 31, 2023, Privia awarded RSUs in the form of PSUs which vest after four years , subject to continued employment and the achievement of certain market performance metric targets.

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.

826,270 25.21

Forfeited ( 20,620 ) 27.07

Unvested and outstanding at December 31, 2025 2,443,331 $ 26.41

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.

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.

Total stock-based compensation expense was approximately $ 71.1 million, $ 56.7 million and $ 37.1 million for the years ended December 31, 2025, 2024, and 2023 respectively.

At December 31, 2025, there was approximately $ 86.2 million of unrecognized stock-based compensation expense related to unvested awards that is expected to be recognized over a weighted-average period of 1.0 year.

As of December 31, 2025, the total intrinsic value of options exercised and the total fair value of shares vested for the 2025 period was approximately $ 15.3 million and $ 7.6 million, respectively.

7 unchanged sentences

Employee Benefit Plans

The Company has a voluntary 401(k) savings plan that provides a 3.0 % safe harbor contribution to all employees.

The Company has an elective 401(k) savings plan that provides a 3.0 % safe harbor contribution to all employees.

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

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.

The profit-sharing contribution was approximately 1.5 % in 2025 and 2024, and 1.4 % in 2023.

The Company made contributions of approximately $ 6.0 million, $ 5.6 million and $ 4.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, recorded within Cost of platform, Sales and marketing and General and administrative expense within the accompanying consolidated statements of operations.

Commitments and Contingencies

There are no material commitments and contingencies as of December 31, 2024 and 2023.

There are no material commitments and contingencies as of December 31, 2025, or 2024.

We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business, including medical malpractice claims.

These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or stockholders, among others.

When management determines that a loss is both probable and reasonably estimable, we accrue for loss contingencies associated with outstanding litigation.

Although the results of these legal proceedings, claims and investigations cannot be predicted with certainty, we do not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition or results of operations.

Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings.

Concentrations of Credit Risk

1 unchanged sentence

While the Company’s cash and cash equivalents are managed by reputable financial institutions, the Company’s cash balances with the individual institutions may at times exceed the federally insured limits.

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 comprising 10% or more of the Company’s total revenues (n/a - indicates balance or activity that is less than 10%):

At December 31, 2025, substantially all of the Company’s cash and cash equivalents were held at two major financial institutions.

The following table provides the Company’s revenue concentrations with respect to 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,

(Dollars in Thousands) 2025 2024 2023

26 % 23 % 25 %

17 % 16 % 18 %

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%):

Payer A 28 % 26 % 23 %

Payer B 18 % 17 % 16 %

Payer C 16 % 15 % 15 %

Payer D n/a n/a 10 %

The following table provides the Company’s concentrations of credit risk with respect to 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,

(Dollars in Thousands) 2025 2024

Net Income (Loss) Per Share

A reconciliation of net income (loss) available to common shareholders and the number of shares in the calculation of basic and diluted earnings (loss) income per share was calculated as follows:

Payer A 43 % 46 %

Payer B 19 % 19 %

Payer C 12 % 14 %

Net Income Per Share

A reconciliation of net income available to common stockholders and the number of shares in the calculation of basic and diluted earnings income per share was calculated as follows:

For the Years Ended December 31,

(in thousands, except for share and per share amounts) 2025 2024 2023

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

Net income attributable to Privia Health Group, Inc.

common stockholders

2 unchanged sentences

Weighted average common share outstanding - diluted 128,889,836 125,614,171 124,686,067

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

Earnings per share attributable to Privia Health Group, Inc.

common stockholders – basic

$ 0.19 $ 0.12 $ 0.20

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

Earnings per share attributable to Privia Health Group, Inc.

common stockholders – diluted

$ 0.18 $ 0.11 $ 0.19

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

The following weighted-average outstanding shares of potentially dilutive securities were excluded from computation of diluted loss per share attributable to common shareholders for the period presented because including them would have been antidilutive:

Below are the weighted-average diluted shares outstanding that were excluded from the computation of diluted loss per share attributable to common stockholders for the period presented because they were anti-dilutive:

For the Years Ended December 31,

2025 2024 2023

Potentially dilutive stock options to purchase common stock, RSUs and PSUs

8,095,444 5,589,224 15,581,385

Total potentially dilutive shares 8,095,444 5,589,224 15,581,385

Weighted-average antidilutive shares outstanding 2,717,690 6,614,649 3,648,907

Segment Financial Information

The Company determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patients’ needs.

Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance.

The Company defines its CODM as its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Management determined in accordance with ASC Topic 280, Segment Reporting (“ASC 280”), that the Company operates in and reports as a single operating segment, which is to care for its patients’ needs.

Operating segments are identified as components of an enterprise where separate discrete financial information is available for evaluation by the CODM, or decision-making group, who reviews financial operating results on a regular basis for the purpose of allocating resources and evaluating financial performance.

The Company has concluded that its CODM is its Chief Executive Officer, who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Although the Company derives its revenues from a number of different geographic regions, the Company neither allocates resources based on the operating results from the individual regions, nor manages each individual region as a separate business unit.

The Company’s CODM manages the operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall corporate profitability.

The Company’s CODM manages the Company’s operations on a consolidated basis and makes decisions regarding the allocation of corporate resources and the assessment

of overall consolidated profitability.

As of December 31, 2025 and 2024, 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.

The CODM uses consolidated net income 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.

Consolidated net income attributable to Privia Health Group, Inc.

for the years ending December 31, 2025, 2024, and 2023 were $ 22.9 million, $ 14.4 million and $ 23.1 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