Privia Health Group, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In assessing the effectiveness of our internal control over financial reporting, our management used the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which can be found under Part IV of this Annual Report on Form 10-K. Changes to our Internal Controls over Financial Reporting There were no changes made to the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitation on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. 60 Table of Contents ITEM 9B. OTHER INFORMATION 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We adopted a written Code of Ethics and business conduct that applies to our directors, executive officers and employees, including our Chief Executive Officer, President and Chief Operating Officer, General Counsel, Chief Financial Officer, principal accounting officer, the controller and all persons performing similar functions. A current copy of the code is posted under “Governance” on the Investor Relations section of our website, our website, ir.priviahealth.com. Any waiver from the Code of Ethics and any amendments to the Code of Ethics will be disclosed on such page of the Company’s website. Additionally, we have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all of the Company’s directors, officers, employees and certain other covered individuals. The Company does not currently purchase its own securities through a share repurchase program, and we expect that any share repurchase program that may in the future be adopted by the Company would be subject to specific policies and procedures. The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company. A copy of the Company’s insider 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. 61 Table of Contents PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10- K: 1. Financial Statements: The accompanying Index to Consolidated Financial Statements on page F-1 of this annual report on Form 10-K is provided in response to this item. 2. Financial Statement Schedules None. (b) Exhibits The exhibits listed in the following “Exhibit Index” are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K. 62 Table of Contents ITEM 15. EXHIBITS Exhibit Number Description Form Exhibit File No. Filing Date Filed Herewith 3.1+ Second Amended & Restated Certificate of Incorporation of Privia Health Group, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-40365) filed with the SEC on May 23, 2024) 8-K 3.1 001-40365 05/23/2024 3.2+ Fourth Amended & Restated Bylaws of Privia Health Group, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K (File No. 001-40365) filed with the SEC on May 23, 2024) 8-K 3.2 001-40365 05/23/2024 4.1+ Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-255086), filed with the SEC on April 7, 2021) S-1 4.1 333-255086 04/07/2021 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 10.1+ § 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 (File No. 333-255598), filed with the SEC on April 29, 2021) S-8 99.1 333-255598 04/29/2021 10.2+ § 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 10.3+ § 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 10.4+ § 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 10.5+ § 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-K 10.35 001-40365 02/27/2025 10.6+ § Employment Agreement between Privia Health Group, Inc. and Parth Mehrotra, dated January 1, 2018 (incorporated herein by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1 (File No. 333-255086), filed with the SEC on April 7, 2021) S-1 10.3 333-255086 04/07/2021 10.7+ § Employment Agreement first amendment between Privia Health Group, Inc. and Parth Mehrotra, dated April 1, 2020 10-Q 10.4 221-155713 08/11/2022 10.8+ § Annual Merit Increase and Bonus Payment Memo for Parth Mehrotra dated March 12, 2021 10-K 10.4 227-68304 03/25/2022 10.9+ § Employment Agreement second amendment between Privia Health Group, Inc. and Parth Mehrotra, dated April 16, 2021 10-Q 10.5 221-155713 08/11/2022 10.10+§ Employment Agreement third amendment between Privia Health Group, Inc. and Parth Mehrotra, dated August 10, 2022 10-Q 10.6 221-155713 08/11/2022 10.11+ § Employment Agreement fourth amendment between Privia Health Group, Inc. and Parth Mehrotra, dated June 23, 2023 8-K 10.1 001-40365 06/29/2023 10.12+ § 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 10.13+ § Employment Agreement, between Privia Health Group, Inc. and David Mountcastle dated as of March 21, 2022 8-K 10.2 001-40365 03/22/2022 10.14+ § Employment Agreement first amendment between Privia Health Group, Inc. and David Mountcastle, dated August 10, 2022 10-Q 10.7 221-155713 08/11/2022 10.15+ § 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-Q 10.2 001-40365 05/08/2025 63 Table of Contents 10.16+ § Employment Agreement between Privia Health Group, Inc. and Edward Fargis dated January 25, 2024 10-K 10.1 001-40365 02/27/2024 10.17+ § 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-Q 10.3 001-40365 05/08/2025 10.18+ Form of Registration Rights Agreement between Privia Health Group, Inc. and the other signatories party thereto 8-K 10.1+ 001-40365 05/03/2021 10.19+ Amendment No. 1 to the Registration Rights Agreement between Privia Health Group, Inc. and the other signatories party thereto dated October 29, 2021 10-Q 10.11 211-388036 11/08/2021 10.20+ § 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 10.21+ § Second Amended and Restated PH Group Parent Corp. Stock Option Plan S-8 99.2 333-255598 04/29/2021 10.22+ § Form of Non-Qualified Stock Option Agreement under the Second Amended and Restated PH Group Parent Corp. Stock Option Plan S-8 99.3 333-255598 04/29/2021 10.23+ § Form of Amendment to Non-Qualified Stock Option Agreement under Second Amended and Restated PH Group Parent Corp. Stock Option Plan S-8 99.4 333-255598 04/29/2021 10.24+ Notice of Modification of Option Agreement 10-K 10.23 227-68304 03/25/2022 10.25+ § Strategic Alignment Agreement, dated as of March 2, 2023, by and between Privia Health Group, Inc. and ChoiceHealth, Inc. 10-Q 10.2 001-40365 05/04/2023 10.26+ § Form of PSU Award Agreement under the 2021 Omnibus Incentive Plan 10-Q 10.1 001-40365 05/04/2023 10.27+ § Relative TSR PSU Agreement, effective July 1, 2023 8-K 10.2 001-40365 06/29/2023 10.28+ 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 8-K 10.1 001-40365 11/21/2023 10.29+ § 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-Q 10.1 001-40365 08/07/2025 10.30+ § Privia Health Group, Inc. Non-Employee Director Compensation Program X 10.31+ § 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 10.32+ § Employment Agreement first amendment between Privia Health Group, Inc. and Thomas Bartrum, dated April 1, 2020 10-K 10.6 22768304 03/25/2022 10.33+ § 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 10.34+ § 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 10.35+ § 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 10.36+ § Transition Letter Agreement, dated as of January 25, 2024, between the Company and Thomas Bartrum 8-K 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) 10-K 19.1 001-40365 02/27/2025 21.1 Subsidiaries of the registrant X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith X 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith X 64 Table of Contents 32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith X 32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith X 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 10-K 97.1 001-40365 02/27/2024 101.INS XBRL Instance Document ** X 101.SCH XBRL Taxonomy Schema ** X 101.CAL XBRL Taxonomy Definition ** X 101.DEF XBRL Taxonomy Calculation ** X 101.LAB XBRL Taxonomy Labels ** X 101.PRE XBRL Taxonomy Presentation ** X 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) X + Previously filed * The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. ** The financial information contained in these XBRL documents is unaudited. § Indicates a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. 65 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Privia Health Group, Inc. Date: February 27, 2026 By: /s/ Parth Mehrotra Name: Parth Mehrotra Title: Chief Executive Officer 66 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Parth Mehrotra Chief Executive Officer and Director (principal executive officer) February 27, 2026 Parth Mehrotra /s/ David Mountcastle Executive Vice President and Chief Financial Officer (principal financial and accounting officer) February 27, 2026 David Mountcastle /s/ Lance Berberian Director February 26, 2026 Lance Berberian /s/ Nancy Cocozza Director February 27, 2026 Nancy Cocozza /s/ Pamela Kimmet Director February 27, 2026 Pamela Kimmet /s/ David King Director February 27, 2026 David King /s/ Thomas McCarthy Director February 27, 2026 Thomas McCarthy /s/ Shawn Morris Director February 27, 2026 Shawn Morris /s/ Jaewon Ryu Director February 27, 2026 Jaewon Ryu, M.D. /s/ David Wichmann Director February 27, 2026 David Wichmann 67 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Stockholders’ Equity F- 7 Consolidated Statements of Cash Flows F- 8 Notes to the Consolidated Financial Statements F- 9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Privia Health Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Privia Health Group, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters 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 F-2 Table of Contents 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 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 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; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to adjustments based on historical reimbursement rates. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of FFS-patient care accounts receivable. These procedures also included, among others, (i) evaluating management’s process for developing the estimated value of FFS-patient care accounts receivable, (ii) testing the completeness and accuracy of the underlying billing and reimbursement data used by management, (iii) evaluating the historical accuracy of management’s process for developing the estimated value of FFS-patient care accounts receivable, and (iv) developing an independent expectation of the estimated amount of FFS-patient care accounts receivable expected to be collected by management. Developing an independent expectation involved calculating historical reimbursement rates as compared to the recorded patient accounts receivable for historical periods and comparing that percentage to management’s estimated reimbursement rates used to determine the current year estimate for FFS-patient care accounts receivable. Valuation of Medicare Shared Savings Program Revenue 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. 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; (ii) a high degree of auditor judgment , subjectivity , and effort in performing procedures and evaluating management’s significant assumptions related to inflation trend factors and risk ratio adjustments; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of MSSP revenue. These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data used by management, and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate of MSSP revenue, on a sample basis, by (a) developing an independent range of estimated MSSP revenue using independently developed assumptions related to inflation trend factors and risk ratio adjustments and (b) comparing the independent range of estimated MSSP revenue to management’s estimate. /s/ PricewaterhouseCoopers LLP F-3 Table of Contents Washington, District of Columbia February 27, 2026 We have served as the Company’s auditor since 2020, which includes periods before the Company became subject to SEC reporting requirements. F-4 Table of Contents Privia Health Group, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 479,685 $ 491,149 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 Total current assets 911,001 834,823 Non-current assets: Property and equipment, net 504 1,242 Right-of-use assets 8,794 4,828 Intangible assets, net 215,919 109,807 Goodwill 209,842 141,615 Deferred tax asset, net 2,274 26,383 Other non-current assets 21,044 17,085 Total non-current assets 458,377 300,960 Total assets $ 1,369,378 $ 1,135,783 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued expenses $ 96,804 $ 81,986 Provider liability 469,516 364,607 Operating lease liabilities, current 2,200 2,553 Total current liabilities 568,520 449,146 Non-current liabilities: Operating lease liabilities, non-current 7,331 3,037 Other non-current liabilities 2,584 153 Total non-current liabilities 9,915 3,190 Total liabilities 578,435 452,336 Commitments and contingencies (Note 13.) Stockholders’ equity: 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 1,236 1,203 Additional paid-in capital 892,291 813,209 Accumulated deficit ( 156,310 ) ( 179,229 ) Total Privia Health Group, Inc. stockholders’ equity 737,217 635,183 Non-controlling interest 53,726 48,264 Total stockholders’ equity 790,943 683,447 Total liabilities and stockholders’ equity $ 1,369,378 $ 1,135,783 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Privia Health Group, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) For the Years Ended December 31, 2025 2024 2023 Revenue $ 2,122,842 $ 1,736,390 $ 1,657,737 Operating expenses: Provider expense 1,660,680 1,332,537 1,298,573 Cost of platform 252,732 227,000 197,663 Sales and marketing 27,136 26,446 24,732 General and administrative 138,152 126,157 109,587 Depreciation and amortization 9,907 7,268 6,533 Total operating expenses 2,088,607 1,719,408 1,637,088 Operating income 34,235 16,982 20,649 Interest income, net 9,703 10,888 8,372 Income before provision for income taxes 43,938 27,870 29,021 Provision for income taxes 14,212 10,826 7,993 Net income 29,726 17,044 21,028 Less: Net income (loss) attributable to non-controlling interests 6,807 2,659 ( 2,051 ) Net income attributable to Privia Health Group, Inc. $ 22,919 $ 14,385 $ 23,079 Net income per share attributable to Privia Health Group, Inc. stockholders – basic $ 0.19 $ 0.12 $ 0.20 Net income per share attributable to Privia Health Group, Inc. stockholders – diluted $ 0.18 $ 0.11 $ 0.19 Weighted average common shares outstanding – basic 122,176,587 119,402,749 116,731,406 Weighted average common shares outstanding – diluted 128,889,836 125,614,171 124,686,067 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Privia Health Group, Inc. Consolidated Statements of Stockholders’ Equity (in thousands except share amounts) Common Stock Shares Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity attributable to Privia Health Group, Inc. Non-controlling Interest Total Stockholders’ Equity Balance at January 1, 2023 114,690,808 1,148 714,639 ( 216,693 ) 499,094 19,955 519,049 Common stock issued 3,526,171 34 8,706 — 8,740 — 8,740 Stock-based compensation expense — — 37,098 — 37,098 — 37,098 Repurchase of non-controlling interest — — ( 8,871 ) — ( 8,871 ) 3,177 ( 5,694 ) Contributed non-controlling interest — — — — — 24,871 24,871 Tax effect related to purchase of non-controlling interest — — 2,297 — 2,297 — 2,297 Net income (loss) — — — 23,079 23,079 ( 2,051 ) 21,028 Balance at December 31, 2023 118,216,979 1,182 753,869 ( 193,614 ) 561,437 45,952 607,389 Common stock issued 2,092,367 21 2,660 — 2,681 — 2,681 Stock-based compensation expense — — 56,680 — 56,680 — 56,680 Contributed non-controlling interest — — — — — 1,653 1,653 Distribution to non-controlling interest — — — — — ( 2,000 ) ( 2,000 ) Net income — — — 14,385 14,385 2,659 17,044 Balance at December 31, 2024 120,309,346 1,203 813,209 ( 179,229 ) 635,183 48,264 683,447 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. F-7 Table of Contents Privia Health Group, Inc. Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2025 2024 2023 Cash flows from operating activities Net income $ 29,726 $ 17,044 $ 21,028 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 Stock-based compensation 71,068 56,680 37,098 Deferred income taxes 10,871 8,817 7,465 Changes in asset and liabilities: 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 assets ( 326 ) ( 1,721 ) ( 2,418 ) Accounts payable and accrued expenses 14,824 19,905 4,994 Provider liability 65,629 32,942 113,367 Operating lease liabilities ( 2,459 ) ( 2,699 ) ( 3,214 ) Other long-term liabilities 2,431 ( 160 ) ( 1,032 ) Net cash provided by operating activities 163,404 109,282 80,785 Cash flows from investing activities Acquisitions, net of cash acquired ( 180,370 ) ( 6,957 ) ( 42,858 ) Other ( 1,200 ) ( 5,021 ) ( 113 ) Net cash used in investing activities ( 181,570 ) ( 11,978 ) ( 42,971 ) Cash flows from financing activities Repurchase of non-controlling interest — — ( 5,694 ) Proceeds from non-controlling interest — 1,653 659 Distribution to non-controlling interest ( 1,345 ) — — Proceeds from exercised stock options 8,047 2,681 8,740 Net cash provided by financing activities 6,702 4,334 3,705 Net (decrease) increase in cash and cash equivalents ( 11,464 ) 101,638 41,519 Cash and cash equivalents at beginning of period 491,149 389,511 347,992 Cash and cash equivalents at end of period $ 479,685 $ 491,149 $ 389,511 Supplemental disclosure of cash flow information: Interest paid $ 251 $ 285 $ 40 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. F-8 Table of Contents Privia Health Group, Inc. Notes to Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies Organization 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 greater provider engagement and satisfaction. 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) Georgia; 3) Gulf Coast Region (Houston-San Antonio-Austin, Texas); 4) North Texas (Dallas/Fort Worth, Texas); 5) West Texas (Abilene, Texas); 6) Florida; 7) Tennessee 8) California; 9) Montana; 10) Ohio; 11) North Carolina; 12) Connecticut; 13) Washington state; 14) South Carolina; 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 for which we provide services through a management agreement (each, a “Non-Owned 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 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. 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 value-based care (“VBC”) solutions. 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 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 F-9 Table of Contents 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 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. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; 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 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”), 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. A Non-Owned Medical Group would be considered a VIE if (a) it is thinly capitalized (i.e., the equity is not sufficient to fund the Non-Owned Medical Group’s activities without additional subordinated financial support) or (b) the equity holders of the Non-Owned Medical Group as a group have one of the following four characteristics: (i) lack the power to direct the activities that most significantly affect the Non-Owned Medical Group’s economic performance, (ii) possess non-substantive voting rights, (iii) lack the obligation to absorb the Non-Owned Medical Group’s expected losses, or (iv) lack the right to receive the Non-Owned Medical Group’s expected residual returns. The characteristics of both (a) and (b) do not exist and as such the Non-Owned Medical Groups do not represent VIEs. 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 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 (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. F-10 Table of Contents 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 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 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. 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 disclosures. 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 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 The Company considers all unrestricted, liquid financial instruments purchased with original maturity dates of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. Accounts Receivable 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 F-11 Table of Contents 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 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. 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 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 Long-lived assets consist of property and equipment. 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 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. Goodwill Goodwill represents 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. 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 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 F-12 Table of Contents 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 information, refer to Note 4. “Goodwill and Intangible Assets, Net.” Intangible Assets, net 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 Consumer customer relationships 10 - 24 years Management Service Agreement 16 years Physician network 10 - 15 years Payer contracts 10 - 22 years MSO Service Agreements 21 years 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 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 The Company derives revenues from the following three sources: (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 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: i. Identify the contract(s) with a customer; ii. Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; and v. Recognize revenue as the entity satisfies a performance obligation. FFS Revenue FFS-patient care 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 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. F-13 Table of Contents 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 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. 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. 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 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. VBC Revenue 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 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 F-14 Table of Contents 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. 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 capitation contracts. 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 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. 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 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. Care management 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 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 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 The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivables and assets, accounts payable, and debt. The Company considers the carrying values of cash and cash equivalents, accounts receivable, other receivables, accounts payable, debt to related parties and debt to be indicative of their respective fair values. The carrying amount for debt 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 F-15 Table of Contents 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. Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. 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 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 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. Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Should the Company determine that it is more likely than not that some portion or all of its deferred tax assets will not be realized, a valuation allowance to the deferred tax assets would be established in the period such determination was made. State corporate taxes were calculated based on a blended rate calculated based on the Company’s allocation and apportionment to the states. Calculation under the blended rate does not result in a material difference. ASC 740 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more likely than not recognition threshold, the tax effect is recognized at the largest amount of the benefit that has greater than a fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance for classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires that a liability created for unrecognized tax benefits be presented as a separate liability and not combined with deferred tax liabilities or assets. At December 31, 2025, and 2024, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. As there are no uncertain tax positions, the Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. As of December 31, 2025, the periods subject to examination by the Company’s major jurisdictions (federal and various states) are generally for the years December 31, 2020 through December 31, 2024. Provider Liability Provider liability 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. F-16 Table of Contents Leases The Company evaluates whether a contract is or contains a lease at the inception of the contract. 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. The Company also has operating leases for equipment, which are not significant. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. 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. The Company has elected to account for lease and non-lease components as a single lease component for its facility leases. 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 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 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 expense is recognized in the period in which services are provided. Cost of Platform 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. Third-party electronic medical records and practice management software expenses are paid on a percentage of revenue basis, while employee-related expenses are variable based on the number of employees used to service the Company’s implemented physicians. Sales and Marketing 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 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 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 F-17 Table of Contents dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur. 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, 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 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 adopted ASU 2023-09 for the annual period ending December 31, 2025 on a prospective basis. See Note 10. “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 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. F-18 Table of Contents 2. Revenue Recognition The following table presents the Company’s revenues disaggregated by source: For the Years Ended December 31, (Dollars in Thousands) 2025 2024 2023 FFS-patient care $ 1,360,235 $ 1,146,156 $ 976,688 FFS-administrative services 137,017 125,431 113,154 Capitated revenue 308,458 212,987 338,729 Shared savings 234,815 179,202 170,143 Care management fees (PMPM) 73,138 64,066 50,519 Other revenue 9,179 8,548 8,504 Total Revenue $ 2,122,842 $ 1,736,390 $ 1,657,737 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 provided for the periods indicated: For the Years Ended December 31, 2025 2024 2023 Commercial insurers 71 % 71 % 70 % Government payers 15 % 14 % 15 % Patient 14 % 15 % 15 % 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 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 The Company has the following contract assets: (Dollars in Thousands) December 31, 2025 December 31, 2024 Balances for contracts with customers Accounts receivable, net $ 400,902 $ 316,179 Remaining Performance Obligations 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. F-19 Table of Contents 3. Business Combinations 2025 Acquisitions Arizona 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 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): Cash $ 5,942 Accounts receivable 6,319 Identifiable intangible assets: Payer contract and physician network intangibles 64,400 Goodwill 43,838 Deferred tax liabilities ( 13,238 ) Provider liability ( 12,261 ) 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 $ 70,719 Provider liability ( 12,261 ) Deferred tax assets ( 13,238 ) Goodwill 43,838 Net cash paid for acquisition $ 89,058 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. Evolent In December 2025, the Company acquired an ACO business from Evolent Health, Inc. (“Evolent”). 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. F-20 Table of Contents The preliminary fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in thousands): Accounts receivable $ 29,515 Identifiable intangible assets: Payer contract 50,880 Goodwill 24,389 Provider liability ( 13,472 ) 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 $ 80,395 Provider liability ( 13,472 ) Goodwill 24,389 Net cash paid for acquisition $ 91,312 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. 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 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: (unaudited) 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 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. 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. F-21 Table of Contents The purchase price for the acquisitions noted above was allocated as follows: (Dollars in thousands) For the Year Ended December 31, 2024 Cash paid, net of cash acquired $ 6,957 Contingent payables 4,250 Total consideration $ 11,207 Payer contract and physician network intangibles $ 8,342 Goodwill 2,865 Total acquired net assets $ 11,207 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. 4. Goodwill and Intangible Assets, Net 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. 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 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. 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, 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. 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: December 31, 2025 December 31, 2024 (Dollars in thousands) Intangible Assets Accumulated Amortization Intangible Assets Accumulated Amortization Trade names $ 4,600 $ 2,607 $ 4,600 $ 2,377 Consumer customer relationships 3,100 2,783 3,100 2,758 Management Service Agreement 2,200 1,409 2,200 1,272 Physician network 16,052 2,016 10,902 916 Payer contracts 167,443 9,978 57,313 4,768 MSO Service Agreement 51,800 10,483 51,800 8,017 245,195 $ 29,276 129,915 $ 20,108 Less accumulated amortization ( 29,276 ) ( 20,108 ) Intangible assets, net $ 215,919 $ 109,807 The remaining weighted average life of all amortizable intangible assets is approximately 17.5 years at December 31, 2025. F-22 Table of Contents 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 2027 12,541 2028 12,541 2029 12,541 2030 12,541 Thereafter 153,214 Total $ 215,919 5. Leases The Company leases office space under various operating lease agreements. The initial terms of these leases range from 3 to 9 years and generally provide for periodic rent increases and renewal options. The components of lease expense were as follows: (Dollars in Thousands) For the Years Ended December 31, 2025 2024 Operating lease cost $ 3,157 $ 2,772 Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 2,371 $ 2,888 Weighted-average remaining lease term - operating leases 4.8 Years 3.1 Years Weighted-average discount rate - operating leases 3.9 % 2.6 % The aggregate future lease payments for operating leases in the years subsequent to December 31, 2025 are as follows: (Dollars in Thousands) 2026 $ 2,141 2027 2,196 2028 1,874 2029 1,681 2030 1,646 Thereafter 1,073 Total future lease payments 10,611 Imputed interest ( 1,080 ) Total $ 9,531 6. Property and Equipment, Net A summary of the Company’s property and equipment, net is as follows: (Dollars in Thousands) December 31, 2025 December 31, 2024 Furniture and fixtures $ 1,402 $ 1,402 Computer equipment 1,686 1,686 Leasehold improvements 4,960 4,960 8,048 8,048 Less accumulated depreciation and amortization ( 7,544 ) ( 6,806 ) Property and equipment, net $ 504 $ 1,242 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. F-23 Table of Contents 7. Account Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: (Dollars in Thousands) December 31, 2025 December 31, 2024 Accounts payable $ 7,973 $ 9,755 Accrued employee compensation and benefits 33,552 26,420 Other accrued expenses 55,279 45,811 Total accounts payable and accrued expenses $ 96,804 $ 81,986 8. Provider Liability 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. 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) December 31, 2025 December 31, 2024 Balance, beginning of period $ 66,355 $ 67,138 Incurred health care costs: Current year 303,075 208,341 Prior years ( 12,617 ) 964 Total claims incurred 290,458 209,305 Claims paid: Current year ( 232,079 ) ( 157,375 ) Prior year ( 45,745 ) ( 52,713 ) Total claims paid ( 277,824 ) ( 210,088 ) Balance, end of period $ 78,989 $ 66,355 9. Debt 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. F-24 Table of Contents 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 this agreement. 10. Income Taxes The provision for income taxes for years ending December 31, 2025, 2024, and 2023 are as follows: December 31, (Dollars in Thousands) 2025 2024 2023 Current: Federal $ 1,707 $ 1,022 $ — State and local 1,634 987 528 Total current income tax expense 3,341 2,009 528 Deferred: Federal $ 9,460 $ 7,234 $ 6,221 State and local 1,411 1,583 1,244 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. Deferred tax assets and deferred tax liabilities as of December 31, 2025, and 2024 are as follows: (Dollars in Thousands) December 31, 2025 December 31, 2024 Deferred tax assets Net operating loss carryforwards $ 6,896 $ 11,537 Stock compensation 21,099 22,994 Lease liability 2,506 1,774 Other accruals — 73 Total gross tax assets 30,501 36,378 Less: valuation allowance — — Total deferred tax assets $ 30,501 $ 36,378 Deferred tax liabilities Fixed and intangible assets $ ( 24,482 ) $ ( 8,698 ) Right-of-use assets ( 2,219 ) ( 1,297 ) Other ( 1,526 ) — Total deferred tax liabilities ( 28,227 ) ( 9,995 ) Deferred tax assets, net $ 2,274 $ 26,383 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. As such, no valuation allowance was recorded in either year. 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. F-25 Table of Contents 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 year ended December 31, 2025: Dollars Rate (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 2,757 6.3 Nontaxable or nondeductible items Share-based payment awards 2,867 6.5 Non-controlling interest ( 1,430 ) ( 3.3 ) Other 330 0.8 Other adjustments 461 1.0 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 Rate (Dollars in Thousands) 2024 2023 2024 2023 Tax provision computed at federal statutory income tax rate $ 6,041 $ 6,094 21.0 % 21.0 % Stock compensation 3,136 ( 22 ) 10.9 ( 0.1 ) State tax expense, net of federal benefit 2,051 2,140 7.1 7.4 Rate change 97 ( 115 ) 0.3 ( 0.4 ) Non-controlling interest ( 486 ) 331 ( 1.7 ) 1.1 Other ( 13 ) ( 435 ) — ( 1.5 ) Provision for income taxes $ 10,826 $ 7,993 37.6 % 27.5 % 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. For the tax position meeting the more-likely-than-not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. 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) U.S. Federal $ 4,900 States 1,739 Total $ 6,639 11. Stockholders’ Equity 2021 Omnibus Incentive Plan On April 6, 2021, the Board approved the 2021 Omnibus Incentive Plan (the “Plan”) which permits awards in respect of up to 10,278,581 shares of Common Stock. The Plan also provides for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5 % of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. 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”), PSUs and other cash-based F-26 Table of Contents or other stock-based awards, all of which must be granted at not less than the fair market value of Common Stock as of the date of grant. Prior to the Company’s initial public offering (“IPO”), the Company granted stock options pursuant to the PH Group Parent Corp. Stock Option Plan (the “PH Parent Option Plan”). The Company no longer issues grants under the PH Parent Option Plan and no shares of Common Stock are reserved for future issuance thereunder. 2021 Employee Stock Purchase Plan 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. Per the 2021 ESPP, shares may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of shares available for purchase under the 2021 ESPP as of the first day of each Company fiscal year following the effective date of the 2021 ESPP in an amount equal to up to one percent ( 1 %) of the shares issued and outstanding on the immediately preceding December 31; 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 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. Novant Health Private Placement On March 2, 2023, the Company entered into a strategic alignment agreement (the “Equity Alignment Agreement”) with ChoiceHealth, Inc. (“Novant Sub”), a subsidiary of Novant Health, Inc. (“Novant Health”), in connection with the strategic partnership between the Company and Novant Health entered into in November 2022 to launch Privia Medical Group — North Carolina. Pursuant to the Equity Alignment Agreement, Novant Sub will be entitled to receive, and the Company agreed to issue, shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), to Novant Sub any time each of the following events occurs, in the following amounts: 1. The Company will issue 745,712 shares of Common Stock to Novant Sub each time Privia Medical Group — North Carolina implements 1,000 providers in specified markets in North Carolina. 2. The Company will issue 372,856 shares of Common Stock to Novant Sub each time the Company and Novant Health enter a new state pursuant to a mutually agreed business plan developed for such state. 3. The Company will issue 745,712 shares of Common Stock to Novant Sub each time the partnership between the Company and Novant Health for each new state implements 1,000 providers in specified core markets in such state. The Equity Alignment Agreement will renew every four years , subject to the delivery of a third-party valuation opinion. The renewal will be required to use the same issuance 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. A member of the Board is a member of the board of trustees of Novant Health. Stock option activity 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 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. F-27 Table of Contents The following table summarizes stock option activity under the PH Parent Option Plan and Plan: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2023 13,176,721 $ 7.86 9.02 $ 197,695 Granted — — Exercised ( 3,104,257 ) 2.82 Forfeited ( 251,710 ) 22.78 Outstanding at December 31, 2023 9,820,754 $ 9.06 7.90 $ 138,028 Granted — — Exercised ( 1,259,513 ) 2.08 Forfeited ( 34,331 ) 24.50 Outstanding at December 31, 2024 8,526,910 $ 10.03 7.17 $ 93,074 Granted — — Exercised ( 973,513 ) 8.10 Forfeited ( 18,732 ) 21.34 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 RSU Activity The following table summarizes the RSU activity under the Plan: Number of Shares Grant Date Fair Value Outstanding at January 1, 2023 2,404,664 $ 23.81 Granted 1,161,301 27.50 Vested ( 425,076 ) 24.11 Forfeited ( 193,787 ) 24.43 Unvested and outstanding at December 31, 2023 2,947,102 $ 25.18 Granted 2,203,174 22.55 Vested ( 815,637 ) 25.69 Forfeited ( 192,364 ) 23.85 Unvested and outstanding at December 31, 2024 4,142,275 $ 23.73 Granted 2,223,500 24.85 Vested ( 2,318,016 ) 23.67 Forfeited ( 200,576 ) 24.23 Unvested and outstanding at December 31, 2025 3,847,183 $ 24.39 PSU Activity 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. 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 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 F-28 Table of Contents 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: Number of Shares Grant Date Fair Value Unvested and outstanding at January 1, 2023 — $ — Granted 781,132 31.91 Vested — — Forfeited ( 5,103 ) 27.61 Unvested and outstanding at December 31, 2023 776,029 $ 31.94 Granted 904,960 22.92 Vested ( 15,735 ) 29.93 Forfeited ( 27,573 ) 29.05 Unvested and outstanding at December 31, 2024 1,637,681 $ 27.02 Granted 826,270 25.21 Vested — — 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 $ 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. Stock-based compensation expense was classified in the consolidated statements of operations as follows: For the Years Ended December 31, (Dollars in Thousands) 2025 2024 2023 Cost of platform $ 25,391 $ 18,781 $ 11,980 Sales and marketing 5,416 4,097 2,475 General and administrative 40,261 33,802 22,643 Total stock-based compensation $ 71,068 $ 56,680 $ 37,098 12. Employee Benefit Plans 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 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. 13. Commitments and Contingencies 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. F-29 Table of Contents 14. Concentrations of Credit Risk Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. 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, 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 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 Payer A 43 % 46 % Payer B 19 % 19 % Payer C 12 % 14 % 15. 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 attributable to Privia Health Group, Inc. common stockholders $ 22,919 $ 14,385 $ 23,079 Weighted average common shares outstanding - basic 122,176,587 119,402,749 116,731,406 Weighted average common share outstanding - diluted 128,889,836 125,614,171 124,686,067 Earnings per share attributable to Privia Health Group, Inc. common stockholders – basic $ 0.19 $ 0.12 $ 0.20 Earnings per share attributable to Privia Health Group, Inc. common stockholders – diluted $ 0.18 $ 0.11 $ 0.19 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 Weighted-average antidilutive shares outstanding 2,717,690 6,614,649 3,648,907 16. Segment Financial Information 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 Company’s operations on a consolidated basis and makes decisions regarding the allocation of corporate resources and the assessment F-30 Table of Contents 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 attributable to Privia Health Group, Inc. to evaluate financial performance and allocate resources. 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. F-31