PRVA 10-K & 10-Q changes, risk factors and insider trading

The following is a summary of risksrisk factors that could materially and adversely affect our business, financial condition and results of operations.

•The reimbursement process is complex and may involve delays and other uncertainties, which may adversely affect our business, operations, cash flows, revenues, and revenues.earnings.

•The information that we or our Medical Groups provide to Medicare Advantage plans and third-party payers could be inaccurate, incomplete or unsupportable, which could impact result in harm to our business, operations and financial condition.

•Our performance depends on our ability to efficiently price the Privia Technology SolutionSolution, the Privia Platform, and our Privia operating model and to contract with Medical Groups, Privia Providers, health system partners, ACO participants and third-party payers.

•The success of our business depends on the execution of our growth strategy, which may not prove viable and we may not realize expected results, orand if the estimates and assumptions we use to determine the size of our total addressable market, or TAM, are inaccurate, our future growth rate may be impacted and our business could be harmed.

•The operations of the Company and its Medical Groups are concentrated in thecertain fourteenU.S. states and the District of Columbia,states, which makes us sensitive to regulatory, economic, public health, environmental, competitive and other conditions and changes in these jurisdictions, and we may not be able to successfully establish a presence in new geographic markets.

•Changes in treatment methodologies, trends related to the usage of primary care and specialist healthcare services, or the failure to effectively obtain medical suppliessupplies, drugs and drugsother goods for Medical Groups could cause our results of operations to decline.

•Security threats, cybersecurity incidents or other forms of data breaches, catastrophic events and other disruptions to our, our Medical Groups’,Groups’ and ACOs’, our business partners’ or our vendors’ information technology and related systems could compromise sensitive information related to our business, the Medical Groups or patients, prevent access to critical information, harm patients, require remediation and other corrective action, which can be expensive, and expose us to liability, which could adversely affect our business, operations and reputation.

•We face risks associated with healthcare technology initiatives, including those related to sharing patient data and interoperability, as well as our use of certain artificial intelligenceAI and machine learning models.

•We depend on our senior management team and other key employees, and the loss of one or more of these employees or an inability to attract, recruit, motivate, develop and retain other highlyqualified skilledtalent, employeesincluding physicians and non-physician practitioners for our Medical Groups could harm our business.business, operations and growth strategy.

•Our management team has limited experience managing a public company, and our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, our business may be harmed.

•We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to maintain profitability.profitability, and our ability to use our net operating losses to offset future taxable income is subject to certain limitations.

•OurAny indebtedness,limitations Revolvingimposed Creditby Agreement terms,indebtedness or any failure to raise additional capital or generate cash flow to expand our operations could restrict our current and future operations or adversely affect our business and growth prospects or restrict our current and future operations.prospects.

•patient, workforce, and public safetysafety, as well as patient rights;

•the provision of services via telehealth, including technological standards and coverage restrictionsrestrictions, changes or other limitations on reimbursement;

•the development and use of artificial intelligenceAI and other predictive algorithms, including those used in clinical decision support tools;

Some healthcare laws apply to the financial relationships we have or our Medical Groups have with physicians and others who either refer or influence the referral of patients to our Medical Groups and Privia PhysiciansProviders or who are the recipients of referrals. The federal Anti-Kickback Statute, for example, is a criminal law that prohibits, among other things, the solicitation, receipt, offering or payment of any remuneration with the intent of generating referrals or orders for services or items that may be paid for by a federal healthcare program. The OIG has enacted safe harbor regulations that outline practices deemed protected from prosecution under the federal Anti-Kickback Statute. While we and our Medical Groups endeavor to comply with applicable safe harbors, certain current arrangements, including joint ventures and financial relationships with physicians and other referral sources and persons and entities to which our Medical Groups refer patients, may not qualify for safe harbor protection. Failure to qualify for a safe harbor does not mean the arrangement necessarily violates the federal Anti-Kickback Statute, but may subject the arrangement to greater scrutiny. We cannot offer assurance that practices outside of a safe harbor will not be found to violate the federal Anti-Kickback Statute. Allegations of violations of the federal Anti-Kickback Statute may also be brought under the federal Civil Monetary Penalty Law, which requires a lower burden of proof than other fraud and abuse laws.

The Stark Law is a strict liability civil law that prohibits physicians from making referrals for “designated health services” payable by Medicare or Medicaid to entities with which the physician or an immediate family member of the physician has a financial relationship, unless an exception applies. The Stark Law further prohibits entities that have received such referrals from filing claims with Medicare (or billing another individual, entity or thirdthird-party party payorpayer) for those referred services. The financial relationships of our Medical Groups with referring physicians and their immediate family members must comply with the Stark Law. We and our Medical Groups attempt to structure those relationships to meet an exception to or otherwise comply with the Stark Law, but the regulations implementing the Stark Law, including the requirements to meet exceptions, are detailed and complex. We do not always have the benefit of significant regulatory or judicial interpretation of the Stark Law and its implementing regulations. Thus, we cannot provide assurance that every relationship complies fully with the Stark Law. Unlike the federal Anti-Kickback Statute, failure to meet an exception under or otherwise comply with the Stark Law results in a violation of the Stark Law, even if such violation is technical in nature.

The data protection landscape is rapidly evolving, and the Company, its Medical Groups and ACO participants, are and may become subject to numerous state and federal laws, requirements and regulations governing the collection, use, disclosure, retention and security of health-related and other personal information. For example, the HIPAA privacy and security regulations extensively regulate the use and disclosure of PHI and require covered entities, including healthcare providers and health plans, and vendors (known as “business associates”) that perform certain services that involve creating, receiving, maintaining or transmitting PHI on behalf of covered entities or other business associates, to implement administrative, physical and technical safeguards to protect the privacy and security of PHI. These laws are complex and subject to change and interpretation, and our approach to compliance with such laws may include reliance on safe harbors or other regulatory rules, including those related to organized healthcare arrangements, which are themselves complex, require resources and investment to manage ongoing compliance, and are subject to change and interpretation, particularly in the current regulatory environment. In addition to HIPAA, there are numerous other laws, regulations, and legislative and regulatory initiatives at the federal and state levels governing the confidentiality, privacy, availability, integrity and security of health-related information and other types of personal information. In many cases, the state laws are more restrictive or impose more obligations than, and may not be preempted by, the HIPAA privacy and security regulations. State laws vary in scope, may apply to employees and business contacts in addition to patients, and may be subject to new and varying interpretations by courts and government agencies, creating complex compliance issues and potentially resulting in exposure to additional expense, adverse publicity and liability. The potential effects of these laws are far-reaching and may require the Company, its Medical Groups, and their third-party service and technology vendors to modify data use, storage, transmission and processing practices and policies, or our approach to compliance with other similar laws, and to incur substantial costs and expenses in order to comply. Failure by us or certain of our third-party vendors, including Privia Providers’ Affiliated Practices, to comply with these and any other comprehensive privacy laws passed at the state or federal level may result in regulatory enforcement action and reputational harm. We expect that new or modified laws, regulations, regulatory guidance and industry standards concerning privacy, data protection and information security, including those related to specific types of personal data, will continue to be proposed and enacted in various jurisdictions, which could impact our operations and cause us to incur substantial costs.

If we or our Medical Groups fail to comply with these or other applicable laws and regulations, which are subject to change, any such failure could result in liabilities, including civil penalties,penalties; moneymonetary damages,damages; lapses in reimbursement,reimbursement; loss of facility licenses, accreditations, or certifications,certifications; revocation of billing privileges,privileges; exclusion of one or more entities and/or facilities from participation in the Medicare, Medicaid and other federal and state health care programs,programs; termination of various relationships or contracts,contracts; lawsuits and criminal penalties. Medicare and Medicaid payments may be suspended pending even an investigation of what the government determines to be a credible allegation of fraud. We could also be required to make changes to our business model and/or practices, which could increase operating expenses, negatively affectimpact our business relationships, and decrease access to new business opportunities. In addition, different interpretations or enforcement of, or amendments to, these and other laws and regulations in the future could subject current or past practices to allegations of impropriety or illegality or could require us to make changes in our operations, facilities, equipment, personnel, services, capital expenditures and operating expenses. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase operational costs, result in interruptions or delays in the availability of systems and/or result in a decline in patient volume or Privia ProviderProvider, ACO participant or Medical Group attrition. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with current or future regulatory requirements could create liability for us and negatively affectimpact our business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business or result in reputational harm.harm, among other things.

At the state level, our ability to conduct business and the structure of our operations depends on each state’s laws, regulations, and policies governing, among other issues, the corporate practice of medicine, fee-splitting, and the assumption of financial risk. In several states, laws and regulations, guidance from professional licensing boards or state attorneys general and judicial doctrines prohibit corporations and other entities not owned by physicians or other permitted health professionals from practicing medicine and other professions. These laws and doctrines have been interpreted in some states to prohibit entities not owned by permitted professionals from employing physicians and other professionals and to prohibit such entities from undertaking activities that could be seen as exercising control over healthcare provider professional judgment. Some states also have adopted restrictions on direct or indirect payments to, or entering into fee-splitting arrangements with, physicians and unlicensed persons or business entities. These restrictions vary by state and are often vague and subject to interpretation by state medical boards, state attorneys general and other regulatory authorities. We attempt to structure our arrangements with healthcare providers to comply with applicable state law. However, we cannot provide assurance that governmental officials responsible for enforcing these laws will not assert that we, or transactions in which we are involved, violate these laws. These laws may also be interpreted by courts in a manner inconsistent with our interpretations. Possible sanctions for violations of these restrictions include the loss of a physician’s license and civil and criminal penalties. In addition, agreements between the Company and physicians may be considered void and unenforceable, our MSAs and management fees could be adversely affected, and we may be required to restructure the Company’s relationships with Medical Groups and Privia Physicians, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we or theour Medical Groups are found to be in violation of the Stark Law or any other federal or state law affecting our business model or practices, we could be required to discontinue part of our current business or change our business structure, operations, or relationships with third-parties, such as Privia Providers, health system partners or payers, which may require us to incur significant costs. Any such changes could also negatively affect our business relationships, new business opportunities, and growth plans. In addition, our failure to accurately anticipate the application of various federal and state laws to our business or otherwise comply with legal requirements could result in significant legal expenses, divert management’s attention from the operation of our business, and result in adverse publicity, any of which could have a material adverse effect on our business.

The healthcare industry is subject to changing political, regulatory and other influences, along with various scientific and technological initiatives and innovations. Regulatory uncertainty has increased as a result of decisions issued by the U.S. Supreme Court in June 2024 that affect review of federal agency actions, including Loper Bright Enterprises v. Raimondo. These decisions increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts and expand the timeline in which a plaintiff can sue regulators, all of which could have significant impacts on government agency regulation, particularly within the heavily-regulated healthcare industry, and may have broad implications for our business. While the effects of these decisions will become apparent over the coming months and years, we anticipate an increase in legal challenges to healthcare regulations and agency guidance and decisions, including but not limited to those issued by HHS and certain of its agencies, such as the CMS, FDA, and OIG. Federal agencies oversee, regulate and otherwise affect many aspects of our business, including through Medicare and Medicaid payment and coverage policies, policies affecting size of the uninsured population, administration of state Medicaid programs, and enforcement and interpretation of fraud and abuse laws. In addition to increased uncertainty and potential changes to regulations and agency guidance as a result of legal challenges, the recent U.S. Supreme Court decisions may result in inconsistent judicial interpretations and delays in and other impacts to the agency rulemaking and legislative processes, among other effects, any of which could require us to make changes to our operations andthat may have a materialmaterially negative impact on our business.

The healthcare industry has been and continues to be impacted by healthcare reform efforts. For example, the Affordable Care Act (“ACA”) affects how healthcare services are covered, delivered and reimbursed and expanded health insurance coverage through a combination of public program expansion and private sector health insurance reforms. Changes in the law’s implementation, subsequent legislation and regulations, state initiatives and other factors, including potential changes to or repeal of the AffordableACA Care Actsuch as athose result of changescontained in the politicalOne landscape,Big Beautiful Bill Act of 2025 (“OBBBA”), have affected, and may continue to affectaffect, the number of individuals that elect to obtain public or private health insurance or the scope of such coverage. Reductions in the number of insured individualsindividuals, oras well as the scope of insurance coverage may have an adverse effect on our business. In addition, Medicare and Medicaid policies and programs, such as MSSP, are subject to change, including as a result of changes in the presidential administration and Congress. Legislation and administrative actions at the federal levellevel, including those taken by CMS or the Center for Medicare and Medicaid Innovation, may impact funding for, or the structure of, the Medicaid or Medicare program, and may shape administration of the Medicaid program at the state level and Medicare Advantage Programs. Additionally, funding for scientific research may be impacted by legislation or administrative actions at the federal level, which in turn may impact the availability of and need for clinical research programs in which Privia Providers participate. Other recent health reform initiatives and proposals at the federal and state levels include those focused on price transparency and out-of-network charges as well as pharmacy and pharmacy benefit manager reform efforts, which may impact prices, the relationships between hospitals, patients, payers, and providers, total cost of care and patient outcomes, and lead to further uncertainty in other participants in the healthcare industry, including employers. Other industry participants, such as private payers and large employer groups and their affiliates, have implemented and may alsoin the future introduce additional financial or delivery system reforms.

The Company andCompany, its Medical GroupsGroups, and Privia Providers have been and may become subject to various legal and governmental proceedings. The Company, its Medical Groups and Privia Providers may face allegations and claimsclaims, including those that improperly name the Company or its Medical Groups as parties to the proceeding, related to various topics, including billing and coding for healthcare services and other reimbursement issues, malpractice, data privacy and security, labor and employment, consumer protection, intellectual property infringement, misappropriation and other issuesissues, including those related to our acquisitions, securities issuances or business practices. These matters may include claims for substantial or indeterminate amounts of damages and claims for injunctive relief. If an unfavorable outcome occurs in connection with any current or future legal proceedings or other loss contingencies, we andor our Medical Groups may be subject to significant settlement costs or judgments, penalties, reputational harm, and/or requirements to modify or limit our operations or services, any of which could negatively impact our business, operations, and growth strategy. Managing legal proceedings, even if the outcomes are favorable, can be time- and resource-consuming, be disruptive to normal business operations, divert management’s attention from the business and result in adverse publicity and reputational harm.

Government agencies, including the OIG, CMS and their agents, such as Medicare administrative contractors (“MACs”), may conduct audits of our and our Medical Groups’ operations. CMS and state Medicaid agencies contract with recovery audit contractors (“RACs”) and other contractors to conduct post-payment reviews to detect and correct improper payments in the Medicare program, including Medicare Advantage, and the Medicaid programs. Other third-party payers may conduct similar audits. In addition, we and our Medical Groups perform internal audits and monitoring. Depending on the nature of the conduct found in audits and investigations and whether the underlying conduct could, for example, be considered systemic, knowing or intentional, their resolution could have a material, adverse effect on our operations and financial position.position or result in adverse publicity and reputational harm. Further, negative audit findings or determinations that our orour, our Medical Groups’ or ACOs’ operations violate applicable laws and regulations may result in repayment obligations or recoupment of previously paid claims, payment suspension or the revocation of billing or payment privileges, corporate integrity agreements, and civil and criminal penalties, including significant fines and damages and other sanctions, such as exclusion from governmental healthcare programs, any of which could have an adverse effect on our business, operations, and financial condition.condition or result in adverse publicity and reputational harm.

Although the Company, ourits Medical Groups and/or Privia Providers maintain third-party professional liability insurance coverage, claims against us could exceed the coverage limits of our insurance policies or particular claims could be excluded from coverage. Professional liability claims in excess of applicable insurance coverage could have a materialmaterially adverse effect on our business, financial conditioncondition, reputation, and results of operations. In addition, any professional liability claim brought against us, our Medical Groups or Privia Providers, with or without merit, could result in an increase of professional liability insurance premiums. Insurance coverage varies in cost and can be difficult to obtain, and we cannot guarantee that we, our Medical Groups or Privia Providers will be able to obtain insurance coverage in the future on terms acceptable to us or at all. If our costs related to insurance and claims increase, our business and financial condition could be adversely affected.

A significant portion of our business is derived from VBC arrangements for healthcare services, including MSSPMSSP, Medicare Advantage and Medicarecommercial Advantage.VBC arrangements. Generally, VBC contracts tie incentive payments to specific targets for risk adjusted total cost of care, quality related process and outcome measures, and beneficiary experience of care. The VBC revenues of the Company andCompany, its Medical GroupsGroups, and ACOs are subject to risks including managing establishedestablished, and any changes to, targets relative to utilization by patients, unit cost and the mix of healthcare services,services; annual fluctuations in payment terms for certain VBC arrangements, such as Medicare Advantage payment rates,rates and care coordination fees; changes in patient attribution,attribution and attribution methodologies; and changes in plan design and other terms by payers. CMS has developed several alternative payment models (“APM”s) that use VBC contract structure to incentivize cost-efficient and high-quality care for Medicare beneficiaries, including ACOs and bundled payment models. There are also state-driven and third-party payer VBC initiatives. For example, some states have implemented APMs or aligned quality metrics across payers. SomeMany private third-party payers are also transitioning toward APMs or implementing other VBC strategies. For example, many large private third-party payers, such as managed care plans, currently require physicians to report quality data. While participation in such APMs, including ACOs, has historically been voluntary, CMS and certain other payers have indicated that participation in future programs may be required, and any changes to or elimination of VBC arrangements by CMS or other payers (including, for example, to prospective trend targetstargets, risk adjusted regional efficiency, or the requirements for participation) could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Regulation of risk-sharing arrangements, including certain VBC arrangements, varies significantly by state. If a state in which we currently operate, or in which we seek to expand, views the participation of the Company orCompany, its Medical GroupsGroups, clinically integrated networks, or ACOs in risk-sharing arrangements as the assumption of insurance risk, the arrangement may fall within the purview of state insurance or managed care laws and regulations, and we orwe, the Medical Group or ACO may be required to obtain a state insurance or managed care license or similar registration. These laws and regulations may subject the entity involved to oversight by state regulators, including through periodic reporting or audits, and requirements for financial reserves. Some of these laws may be vague and state regulators may have interpretations that differ from ours. Even if a state regulatory agency does not directly oversee the transfer of risk by a payer to a downstream entity, the state may require the licensed payer to include certain oversight mechanisms in payer contracts, which could increase our orour, our Medical Groups’ or ACOs’ administrative costs and have an adverse effect on our business, cash flows or results of operations. If we orwe, our Medical Groups or ACOs fail to comply with insurance laws and regulations, including licensure and oversight requirements, we may be required to make changes to our operations and could be subject to civil and/or criminal penalties, denial of future licensure applications and termination of payer contracts. These laws and regulations may affect the operation of, for example, ACOs, direct primary care programs, provider-sponsored organizations, independent practice associations, clinically integrated networks, and provider capitation models.

Success in VBC contracts requires coordination of teams and a combination of data, analytics, software-supported workflow management and automation in addition to direct patient interaction. We are dependent on Privia Providers and other providers affiliated with our ACOs to effectively manage the quality and cost of care, and we cannot guarantee nor control the quality and efficiency of services from such providers or the attrition of providers, including those with a track record of success in VBC arrangements, or attributed participants. While we believe we are well-positioned to compete in a value-based reimbursement environment and facilitate the transition from FFS models to VBC arrangements, it is unclear whether VBC arrangements will ultimately achieve their aims and whether they will decrease aggregate reimbursement. If we orwe, our Medical GroupsGroups, or ACOs fail to achieve contract performance standards under any applicable VBC program, perform at a level below the outcomes demonstrated by our competitors, or otherwise fail to effectively provide or coordinate the efficient delivery of quality health care services, our reputation in the industry may be negatively impacted, we may receive reduced reimbursement amounts, including the loss of shared savings or other bonuses, and we may owe repayments to payers, causing our revenues to decline.decline and leading to dissatisfaction among providers. In addition, failure to satisfy qualify performance standards may lead to the termination of a physician’s ability to participate in a particular commercial payer product or result in our Medical Groups not being able to participate in a particular VBC arrangement, tiered network or narrow network offering. Reductions in the quality of services furnished by our Medical Groups, Privia Providers or ACO participants could have a materialmaterially adverse effect on our business, results of operations, financial condition and cash flows.

Additionally, the Company monitors and manages quality metrics, including star ratings for Medicare Advantage plans, and submits quality data on behalf of its Medical Groups, as well as its ACO participants. Any delays or inaccuracies in information from payers or issues with the quality or integrity of data from third-parties, including as a result of the highly complex process required to summarize, organize and deliver actionable data to Privia Providers, may prevent us, our Medical Groups or ACO participants, from making necessary changes to mitigate potential quality concerns, attribution changes or total cost of care. As more of our and our Medical Groups’ revenues are derived from VBC arrangements, actuarial modeling and effective strategies to appropriately control costs and expenses are necessary for success, and any failure by us or our Medical Groups to adequately predict and control our and the Medical Groups’ costs and expenses and to make reasonable estimates and maintain adequate accruals for VBC revenues or incurred but not reported claims, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, to the extent that our Medical Groups’ patients require more care than anticipated or our medical costs and expenses exceed estimates, reimbursement paid under our VBC arrangements may be insufficient to cover costs. This may negatively impact both our revenue from Medical Groups and from management services furnished to Non-Owned Medical Groups. Although we seek to mitigate some of this risk on a case-by-case basis with stop-loss insurance coverage, we generally have little ability to increase our coverage during the terms of our VBC arrangements. In addition, there are significant difficulties and risks associated with estimating the amount of revenues that we and our Medical Groups recognize under our VBC arrangements with payers. These estimates affect the timing and the amounts of revenue recognized and, if our estimates are materially inaccurate, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The revenues of the Company and its Medical Groups depend significantly on reimbursement by governmental and private third-party payers. Federal and state governments have made, and continue to make, significant changes to the Medicare and Medicaid programs, including reductions in reimbursement levels.levels and eligibility requirements. For example, CMS makes annual updates to its Medicare Physician Fee Schedule, including modifications to the Quality Payment Program. Reductions in payments under government healthcare programs may also negatively impact payments from private third-party payers because, in some cases, third-party payers rely on all or portions of Medicare payment systems to determine payment rates. In addition, the VBC revenues of the Company and our Medical Groups are subject to risks involving annual fluctuations in payment terms for certain VBC arrangements, such as care coordination fees or Medicare Advantage payment rates, changes in patient attribution, and changes in plan design and other terms by payers. For example, CMS regularly updates its Medicare Advantage risk adjustment model, the CMS Hierarchical Condition Categories (“HCC”) model, to account for healthcare utilization and cost data, including by recalibrating the model with newer data, updating condition categories or diagnosis codes, and adjusting to coding pattern differences. Changes and variations in the HCC model leadimpact torisk uncertaintyscores and payer revenue, which in turn could significantly affect the payments providers receive, whichand, canas a result, adversely impact our business and results of operations.

Private third-party payers, including managed care plans, may reimburse healthcare providers at a higher rate than Medicare, Medicaid or other government healthcare programs, depending on a variety of factors. Reimbursement rates are set forth by contract when providers are in-network. Our and our Medical Groups’ typical agreements with commercial payers only secure reimbursement rates for, generally, a period of one to three years. Private third-party payers continue to demand discounted fee structures and assumption by healthcare providers of all or a portion of the financial risk related to the total cost of care of their enrollees. The ongoing trend toward consolidation among payers tends to increase their bargaining power over fee structures, and third-party payers continue to demand discounted fee structures. Payers may also utilize plan structures such as narrow networks and tiered networks that limit members’ provider choices, impose significantly higher cost sharing obligations when care is obtained from providers in a disfavored tier or otherwise shift greater financial responsibility for care to patients, and such plan structures could be disadvantageous to Privia Providers. Other cost control strategies include restricting coverage through utilization review, requiring prior authorizations and implementing alternative payment models. If any commercial payers reduce their reimbursement rates, elect not to cover some or all of the healthcare services our Medical Groups provide, restrict our ability to add new providers or participate in new products or plans, or restrain the ability of Privia Providers to furnish services to patients through plan structures or cost control strategies, our business may be harmed.

Our future success will depend, in part, on our and our Medical Groups’ ability to retain and renew our third-party payer contracts and enter into new contracts on favorable terms. The contracts we and our Medical Groups have with payers require us to comply with a number of terms related to the provision of services and billing for services. If we or our Medical Groups are unable to negotiate increased reimbursement rates, maintain existing rates or other favorable contract terms,terms (including when adding new providers to existing arrangements), effectively respond to payer cost controls or comply with the terms of the payer contracts, the payments we and our Medical Groups receive for services may be reduced and we may be involved in payer disputes and experience payment denials, both prospectively and retroactively. If a payer terminates or elects not to renew its relationship with us or our Medical Groups, our ability to retain patients associated with that payer is limited and consequently could have a material adverse effect on our business, results of operations, financial condition and cash flows. Payers, including those offering Commercial, Medicare Advantage, Medicaid, TriCare and Affordable Care ActACA plans have become increasingly aggressive in attempting to minimize the use of out-of-network providers by disregarding the assignment of payment from their enrollees to out-of-network providers (i.e., sending payments directly to members instead of to out-of-network providers), capping out-of-network benefits payable to members, waiving out-of-pocket payment amounts and initiating litigation against out-of-network providers for interference with contractual relationships, insurance fraud and violation of state licensing and consumer protection laws. Many states have laws and regulations that prevent providers from waiving patient out-of-pocket amounts, including out-of-network charges, when such providers submit their full charges to payers. To the extent that we, our Medical Groups or Privia Providers are not able to enter into contracts on favorable terms with payers, including with respect to in-network or out-of-network designations, our patient volumes may suffer and our revenues may decline.

Changes in payer mix could adversely affect the overall reimbursement we and our Medical Groups receive from payers. Such changes could be driven by an economic downturn that results in more uninsured patients or patients insured by state Medicaid programs, among other factors. Failure of any federal or state government to make payments under the Medicare and Medicaid programs could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. Further, any failure by the United States Congress to complete the federal budget process and fund government operations may result in a federal government shutdown, potentially causing us to incur substantial costs without reimbursement under the Medicare program, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. If we or our Medical Groups experience changes in payer mix or reductions in reimbursement, have payer contracts that are not competitive in a given market or are unable to obtain or maintain contracts with certain payers, our revenues could decrease.decrease Ourand our ability to recruit new physicians to affiliate with our Medical Groups may also be adversely impacted, which could adversely affect our growth strategy and financial projections.

We and our Medical Groups may experience growth in uninsured patients as a result of a number of factors, including conditionsmacroeconomic impactingconditions, changes to ACA subsidies and Medicaid eligibility under the overall economyOBBBA, and unemployment levels. In addition, federal and state legislatures have in recent years considered or passed various proposals impacting the size of the uninsured or underinsured population. TheFurther, numberparticipation and identity of states that choose to expand or otherwise modifyin Medicaid programs and the terms of expansion and other program modifications continuecontinues to evolve. Further,For underexample, following the expiration in 2023 of early COVID-19-related legislation, stateslegislation that maintainedhad continuousthe effect of expanding Medicaid enrollment were eligible for a temporary increase in federal funds for state Medicaid expenditures. The resumption of redeterminations for Medicaid enrollees in 2023 resulted in coverage disruptions and dis-enrollments of Medicaid enrollees, andcoverage, Medicaid enrollment has generally continued to decline through 20242025 asin stateslight completeof theircontinued Medicaid redeterminations forand thesechanges enrollees.to eligibility requirements under the OBBBA. In addition, some states have imposed individual health insurance mandates and other states have explored or offer public health insurance options. These variables, among others, make it difficult to predict the size of the uninsured population and what percentage of our total revenue will be comprised of self-pay revenues.

The reimbursement process is complex and may involve delays and other uncertainties, which may adversely affect our business, operations, cash flows, revenues, and revenues.earnings.

Further, there can be lengthy delays between the provision of services and ultimate payment. Under VBC arrangements, payment of any shared savings, bonuses, withholds and similar payments is received only after the close of the relevant measure period (e.g., calendar year), and only after the payer has reconciled cost of care, FFS reimbursement paid, as applicable, reported quality data, and patient attribution. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the costs of collection and cause us to incur additional borrowing costs.

The information that we or our Medical Groups provide to Medicare Advantage plans and other payers could be inaccurate, incomplete or unsupportable, which could impact risk adjustment scores and ultimately result in harm to our business, operations and financial condition.

The Company (on behalf of some Medical Groups) and its Medical Groups submit claims and encounter data to Medicare Advantage plans and other payers that are used to establish Risk Adjustment Factor (“RAF”) scores attributable to Medicare Advantage beneficiaries. The RAF scores impact the revenue that the health plans and, in turn, our Medical Groups are credited with for the provision of medical care to these patients. The data submitted to CMS by each health plan are based partially on medical charts and diagnosis codes that our Privia Providers prepare and we submit to the health plans. Each health plan generally relies on us and our Privia Providers to appropriately document and support the RAF-related data in our medical records and to accurately code claims for medical services provided to members. Although we, our Medical Groups and our payers have implemented auditing and monitoring processes to collect and provide accurate risk adjustment data to CMS, these efforts may not be sufficient to ensure the accuracy of such data. Erroneous claims, encounter records and submissions to Medicare Advantage plans could result in inaccurate revenue and risk adjustment payments, which are subject to correction or retroactive adjustment in later periods. This corrected or adjusted information may be reflected in financial statements for periods subsequent to the period in which the revenue was recorded. We or our Medical Groups may be required to refund a portion of revenues received, which depending the magnitude of the refund, could damage our relationships with the applicable health plan and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Medicare Advantage plans are subject to audit by government agencies. CMS audits Medicare Advantage plans for documentation to support RAF-related payments for enrollees through its Risk Adjustment Data Validation (“RADV”) audits, and may seek repayment based on audit findings. CMS has indicated that payment adjustments will not be limited to RAF scores for the specific Medicare Advantage enrollees for which errors are found, but may also be extrapolated to the entire Medicare Advantage plan subject to a particular CMS contract. In February 2023, CMS published a final rule updating the RADV audit methodology used by CMS to address overpayments to Medicare Advantage plans based on the submission of unsupported risk-adjusting diagnosis codes. ThisThe 2023 final rule iswas recently vacated following legal challenges, which may result in additional uncertainty around the subjectframework offor legalRADV challenges.audits As finalized,in the rule allows CMS to extrapolate RADV audit findings for any CMS and OIG audits beginning with payment year 2018. Extrapolation is expected to significantly increase the size of overpayment determinations.future. The OIG conducts audits of Medicare Advantage plans that are similar to RADV audits, addressing diagnoses collected and submitted to CMS for risk adjustment purposes. In addition, there is increasing scrutiny by the Department of Justice (“DOJ”) with regard to RAF scores, as the agency has intervened in litigation under the FCA related to RAF scores. Medicare Advantage plans with which we or our Medical Groups contract may be selected for review by CMS, OIG, DOJ or another government agency or its contractor, and the outcome of such actions may result in material adjustments to our revenues. A Medicare Advantage plan may seek repayment from us, our Medical Groups or our ACOs if CMS, the OIG or another government entity makes any payment adjustments to the Medicare Advantage plan as a result of the audit and assessment of RAF scores that were supported by our data or the data of our Medical Groups.

Controls imposed by Medicare, Medicare Advantage, Medicaid, managed Medicaid and private third-party payerspayers, including through the use of AI, that are designed to reduce the intensity of services and surgical volumes, in some instances referred to as “utilization review,” have affected and are expected to increasingly affect our Medical Groups and Privia Providers. Utilization review entails the review of the course of treatment of a patient by third-party payers, and may involve prior authorization requirements. The Medicare program also issues national or local coverage determinations that restrict the circumstances under which Medicare pays for certain services.services and, starting in 2026, is implementing its own prior authorization process. Cost control efforts, including coverage restrictions, have resulted in an increase in reimbursement denials and delays by governmental and commercial payers, which may increase costs and administrative burden for the Company, our Medical Groups and Privia Providers and decrease the reimbursement we and our Medical Groups receive. Efforts by payers to impose more stringent cost controls are expected to continue and may have a material, adverse effect on our business, financial condition, and results of operations.

The healthcare industry is highly competitive and we expect competition to continue to increase. We and our Medical Groups compete with healthcare service providers, management services organizations, physician enablement entities, and provider networks, intermediary entities, data consultants, payers, and other companies managing and facilitating FFS and VBC arrangements through tools, talent and technology-enabled, nationally-focused business models. Some of our competitors may have greater financial, technical, political, and marketing resources, name recognition, broader or more effective service offerings, or a larger number of patients, customers, or payers than we do. In addition, some of our competitors have been in business longer than we have or and may have more mature or effective tools, strategies and procedures. Generally, other medical groups and healthcare providers in the markets our Medical Groups serve provide services similar to those our Medical Groups offer, but some competing providers may be more established, have higher caliber facilities and equipment, be located in areas that are easier to access, and offer better access to and a broader array of specialties and services. These competitive advantages may limit the ability of the Company and its Medical Groups to attract and retain skilled talent, patients, and providers in local markets and to expand into new markets. In addition, we and our Medical Groups may face competition from new entrants into our markets. Competition for patients and providers may adversely affect contract negotiations and performance as well as patient volumes and other aspects of our business.

Industry consolidation may also negatively impact the competitive position of the Company and its Medical Groups. Other healthcare industry participants, including payers, are increasingly facilitating VBC arrangements and implementing physician alignment strategies, such as employing physicians, acquiring physician practice groups, participating in ACOs or other clinical integration models. We and our Medical Groups compete for payer relationships with other physician practices and intermediary entities such as non-Privia ACOs, independent physician associations and physician hospital organizations. There is increasing consolidation in the third-party payer industry, including the vertical integration of health insurers with providers, and increasing efforts by payers to influence or direct a patient’s choice of provider by the use of narrow networks or other strategies. Some payers have developed their own managed services tools, which they may offer to large numbers of physicians. Insurers may have increased negotiating leverage and other competitive advantages, such as greater access to performance and pricing data, as a result of consolidation within the industry. Consolidation within the third-party payer industry may negatively affect the ability of the Company and its Medical Groups to negotiate prices and favorable terms with health insurers, as well as our ability to successfully market our services to providers. Other healthcare industry participants, such as large employer groups and their affiliates, may intensify competitive pressure and affect market dynamics in ways that are difficult to predict.

If competitors are better able to attract patients or providers, make capital expenditures, maintain or upgrade facilities and equipment, recruit or align with physicians, expand services, innovate, obtain and perform in favorable third-party payer contracts, including VBC arrangements, we and our Medical Groups may experience a decline in patient and provider volumes. If we are unable to successfully compete, our business, financial condition, cash flows, and results of operations could be materially adversely affected.

If we do not continue to innovate and evolve our service offerings in a way that is useful to our Medical Groups, Privia PhysiciansProviders and their patients, our health system or hospital partners, and third-party payers, we may not remain competitive, fail to meet our growth expectations, and our revenue and results of operations could suffer.

We believe that the market for healthcare in the United States is in the midst of structural change, with an increased emphasis on VBC models, technological solutions and a customer-centered focus. Our success depends on our ability to keep pace with technological developments,developments (including the use of AI), satisfy increasingly sophisticated physician, payer and patient requirements, and the market continuing to evolve towards a VBC model. Our future financial performance will depend in part on growth in the healthcare market and on our ability to adapt to emerging demands of the market, including adapting to the ways our Medical Groups, Privia Physicians and their patients, our health system and hospital partners, and third-party payers interact with our technology-enabled platform, the Privia Technology SolutionSolution, the Privia Platform, and our operating model. Our competitors are constantly developing products and services that may be more efficient or appealing to Medical Groups, Privia Providers and their patients, our health system or hospital partners or third-party payers. To compete, we must continue to invest significant resources in research and development in order to enhance our existing service offerings and introduce new high-quality services and applications that such customers will want, while offering and operating the Privia Technology Solution and Privia Platform at competitive prices. If we fail to accurately predict customer preferences related to functionality, or industry changes needed to service our customers including providers, beneficiaries, and payers, or if we are unable to modify our service offerings on a timely or cost-effective basis, we may lose Medical Groups, Privia Providers, patients, health system or hospital partners, ACO participants and payer relationships. Our results of operations could also suffer if our innovations do not produce the desired results including related to contract performance, are not appropriately responsive to the needs of our multiple stakeholders, are not appropriately timed with market opportunity, or are not effectively brought to market, including as the result of delayed releases or releases that are ineffective or have errors or defects. As technology continues to develop, our competitors may be able to offer results that are, or that are perceived to be, substantially similar to, or better than, those generated by the Privia Technology Solution, the Privia Platform, or the Privia operating model. We may be required to compete on additional service attributes and to expend significant resources in order to remain competitive. If we are unable to successfully compete, our business, financial condition, and results of operations could be materially adversely affected.

The sales cycle for physicians and non-physician practitioners to become affiliated with our Medical Groups from initial contact with a potential lead to contract execution, varies widely and is unpredictable. Further, once a physician has executed the agreements associated with one of our Medical Groups, there is a long period of implementation where the physician and his or her staff are trained on our EMR, platform and workflows and credentialed or enrolled in payer arrangements, as applicable. During such implementation period, we are incurring costs associated with the implementation without any corresponding revenue. Our sales efforts involve educating potential Privia Providers about our model, market offerings, the health care industry and the physician practice’s expected return on investment from becoming affiliated with the Medical Group. It is possible that in the future we may experience even longer sales cycles, especially with respect to moving into new geographic markets and as markets become more mature and concentrated, which could result in more upfront sales costs and less predictability in closing our Privia Physician sales. If our sales cycle lengthens or our substantial upfront sales and implementation investments do not result in sufficient sales to justify our investments, it could have a material adverse effect on our business, financial condition and results of operations.

As we expect to grow rapidly, our clinician recruitment costs could outpace our build-up of recurring revenue, and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve profitability. Any increased or unexpected costs or unanticipated delays in taking a Privia Physician live on ourthe technology-enabledPrivia platform,Technology Solution, including delays caused by factors outside our control, could negatively impact our reputation and/or our relationships with Privia Providers and cause our operating results and growth targets to suffer and negatively affect our revenue and profits.

Our ability to efficiently price the Privia Technology SolutionSolution, the Privia Platform, and our Privia operating model could affect our results of operations and our ability to attract or retain Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payers.

• Operating income (loss) was $17.0$34.2 million, $20.6$17.0 million and $(19.1)$20.6 million for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively; and

• Net income (loss) attributable to Privia Health Group, Inc. was $14.4$22.9 million, $23.1$14.4 million and $(8.6)$23.1 million for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

• Practice Collections waswere $2.97$3.47 billion, $2.84$2.97 billion and $2.42$2.84 billion for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively;

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

We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our multi-year agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which leadleads to a highly predictable and recurring revenue model. Our FFS contracts with payer partners typically contain annual rate inflators and given our scale, enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements,enhancements and if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars. In addition, in our FFS-patient care revenue, we includegenerate collections generatedrevenue from ancillary services such as clinical laboratory, imaging and pharmacy operations. WeLastly, we also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us. FFS-patient care revenue represented 66.0%,64.1%, 58.9%66.0% and 64.1%58.9% of total revenue for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. FFS-administrative services revenue represented 7.2%,6.5%, 6.8%7.2% and 7.0%6.8% of total revenue for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

Over time, we create incremental value for our provider partners by enabling them to succeed in VBC arrangements. We generate VBC revenue when our providers are reimbursed through traditional FFS Medicare, MSSP, Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. GivenWe recentmonitor regulatorycapitated and utilizationdownside headwindsrisk incontracts Medicareand Advantage,renegotiate duringor therestructure firstas quarternecessary ofas 2024,new theinformation Companyemerges. renegotiated certain capitation agreements for more favorable contract structures. TheVBC revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare service to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract”, (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics. VBC revenue represented 26.3%,29.0%, 33.8%26.3% and 28.5%33.8% of total revenue for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively.

The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding. Other revenue represented 0.5%0.4% of total revenue for the years ended December 31, 20242025 and 2023, respectively, and 0.4%0.5% for the years ended December 31, 2022.2024, and 2023, respectively.

Our ability to increase our provider base will enableenables us to deliver financial growth as our providers generate both our FFS and VBC revenue. Our existing provider relationships and market share provides us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market’s recognition of the attractiveness of our platform to our providers, patients and payers. We intend to increase our provider base in existing and new markets by adding new practices and assisting our existing practices with recruiting new providers, using our in-market and national sales and marketing teams. As we add providers to the Privia Platform, we expect them to contribute incremental economics as we leverage our existing brand and infrastructure, both at the corporate and in-market levels.

Our ability to add new patients to our provider base in existing and new markets will also enableenables us to deliver revenue growth in both our FFS and VBC contracts. We believe the number of attributed patient lives in VBC programs is a key driver of our VBC revenue growth. Our branding and marketing strategies to drive growth in our practices have continued to result in increased engagement with new and existing patients. We believe our continued success in growing the visibility of the Privia brand will result in increased patient panels per provider and contribute incremental revenue in both FFS and VBC for our practices.

Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models. The data we collected from older provider cohorts consistently suggest that we improve theirprovider performance in both FFS and VBC metrics over timetime. andIt informalso informs our expectations for our new markets. We believe our in-market operating structure and ability to serve providersproviders, wherever they are on their transition to VBC can benefit physicians and providers throughout the U.S. and that our solution is applicable across all 50 states. We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development. We partner with market leading medical groups and health systems to form anchor relationships and align other independent, affiliated, or employed providers into a single-TIN medical group. Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully-owned sites of care focused on Medicare Advantage and direct contracting models.

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

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

Our FFS and VBC revenue is dependent upon our contracts and relationships with payers. We partner with a large and varied set of payer groups nationally and in each of our markets to form provider networks and to lower the overall cost of care, and we structure bespoke contracts to help both providers and payers achieve their objectives in a mutually aligned manner. Maintaining, supporting and increasing the number of these contracts and relationships, particularly as we enter new markets, is important for our long-term success. We typically enter into multiyear contracts with our Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payer customers, which often have a stated initial term of three years andwith automaticallyan renew forautomatic successive one-year terms.renewal. From time to time, we may renegotiate or attempt to renegotiate our payer contracts in the ordinary course of business prior to the expiration of their stated terms. If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels orlevels, fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.

During 2022 and 2023, we entered into capitated payer arrangements. Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which thewe Company isare entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans. The fees are typically based on a percentage of the defined premium that payers receive from CMS. TheWe Company isare responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries. At-risk capitated fees are recorded gross in revenues because thewe Company isare acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries. Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, the Companywe renegotiated certain capitation agreements for more favorable contract structures.

We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our medical groups. This model aggregates providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EHREMR providers. We furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose. DuringSince 2023then, anda 2024,number severalof Privia Care Partners’ providers transitioned to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care.

We define Implemented Providers as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services,services in both Owned and Non-Owned Medical Groups during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. We believe that growth in the number of Implemented Providers is a key indicator of the performance of our business and expected revenue growth. This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets. The number of Implemented Providers increased 11.2%12.3% betweenas of the year ended December 31, 20232025, andas 2024compared mainlyto the year ended December 31, 2024, primarily due to organic growth in our healthcare delivery business as well as entrance into the Arizona market. Implemented Providers increased 11.2% as of the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to organic growth in our healthcare delivery business as well as entrance into the Indiana market. Implemented Providers increased 19.4% between 2022 and 2023, due to organic growth in our healthcare delivery business as well as entrance into new markets.

We define Attributed Lives as any patient that a payer deems attributed to Privia to deliver care as part of a value-based care arrangement through a provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. Attributed Lives increased 12.1%22.7% betweenas of December 31, 20232025, andcompared to December 31, 2024 primarily due to acquisitions and organic growth in all markets.growth. Attributed Lives increased 30.8%12.1% betweenas 2022of andDecember 31, 2024, compared to December 31, 2023, primarily due primarily to our entrance into the Connecticutacquisitions and Washington state markets as well as organic growth.

In addition to our financial results determined in accordance with GAAP, we believe non-GAAP financial measures including Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin are useful as non-GAAP measures to investors as these metrics are metrics used by management in evaluating our operating performance and in assessing the health of our business. We use Carethese Margin,non-GAAP Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Marginmeasures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. ABelow is a reconciliation is provided below forof our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

We define Care Margin as Gross Profit excluding amortization of intangible assets. Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. We define Care Margin as Gross Profit excluding amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia. Our Care Margin generated from VBC revenue is based on a percentage of care management fees and shared savings collected. We view Care Margin as all of the dollars available for us to manage our business, including providing administrative support to our practices, investing in sales and marketing to attract new providers to the Privia Platform, and supporting the organization through our corporate infrastructure. We expect Care Margin will grow year-over-year in absolute dollars as we continue to expand our provider base. We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk VBC arrangements over time. Care Margin increased 12.4%14.4% for the year ended December 31, 20242025 when compared to the same period in 20232024 and increased 17.5%12.4% betweenas 2023of andthe 2022,year ended December 31, 2024, as compared to the same period in 2023, in each case due to organic growth of our medical practice business. As a percentage of revenue, Care Margin was 23.3%21.8% for the year ended December 31, 20242025 ana increasedecrease from 21.7%23.3% for the same period in 20232024. We continue to make strategic investments to increase services to both our patients and physicians. As a percentage of revenue, Care Margin was 23.3% in 2024 an increase from 21.7% in 2023, due to renegotiated certain at-risk capitation agreements for a more favorable contract structure which is reflected on a net basis under shared savings starting in 2024 and a decrease from 22.5% in 2022, due to the addition of the at-risk capitation arrangements during 2022 and 2023 resulting in higher revenues.2024.

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

We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less Cost of platform and excluding stock-based compensation expense included in Cost of platform. The following table provides a reconciliation of grossGross profit,Profit, the most closely comparable GAAP financial measure, to Platform Contribution. We consider Platform Contribution to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate leverage on our in-market infrastructure costs. Platform Contribution increased 12.8%20.0% for the year ended December 31, 20242025 when compared to the same period in 20232024 and increased 16.8%12.8% between 20232024 and 2022,2023, in each case due to organic and inorganic growth of our medical practice business and newa marketchange entries.in estimate related to our Shared Savings accrual.

We define Platform Contribution Margin as Platform Contribution as a percentage of Care Margin. We consider Platform Contribution Margin to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 48.4%50.8% for the year ended December 31, 20242025 compared towith 48.3%48.4% during the same period in 20232024 and 48.6%48.3% in 2022.2023. We continue to make strategic investments intended to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

In addition to our financial results determined in accordance with GAAP, we believe Platform Contribution and Platform Contribution Margin, each, a non-GAAP financial measure, are useful in evaluating our operating performance. We use Platform Contribution to evaluate our ongoing operations andas well as for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Platform Contribution is helpful to our investors as they are metrics used by management in assessing the health of our business and our operating performance.

We define Adjusted EBITDA as net income (loss) excludingbefore interest income, interestnet, expense,provision for income taxes, net income (loss) attributable to non-controlling interest expense / income,interests, depreciation and amortization, non-cash stock-based compensation, severance,and other oneexpenses time or non-recurring expenses,including employer taxes on equity vesting/ and exercises and theother provisioncertain fornon-recurring (benefititems from)such incomeas taxes.severance, and other expenses. We include Adjusted EBITDA because it is an important measure onby which ourwe management assessesassess, and believesbelieve investors should assessassess, our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool includingas it: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments.payments, if any. Adjusted EBITDA increased 38.8% for the year ended December 31, 2025, as compared to the same period in 2024, and 25.2% for the year ended December 31, 2024, whenas compared to the same period in 20232023, in each case due to organic and inorganic growth of our medical practice business and growth in Attributed Lives and increased 18.7% between 2022 and 2023 due to organic growth of our medical practice business, new market entry and a focus on managing the investment in new expenses.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure on which ourwe management assessesassess, and believesbelieve investors should assessassess, our operating performance. We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA Margin was 22.4%27.2%, 22.4%, and 20.1% for the yearyears ended December 31, 20242025, an2024, increaseand from2023, 20.1% for the same periodrespectively, in 2023each case due to organic growth of our medical practice business and an increase from 19.9% in 2022, due to organicinorganic growth of our medical practice business, newgrowth marketin entryAttributed Lives and a focus on managing the investment in new expenses.

We believe that Adjusted EBITDA and Adjusted EBITDA Margin, when taken together with the corresponding GAAP financial measures, providesprovide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA and Adjusted EBITDA Margin is helpful to our investors as they are metrics used by management in assessing the health of our business and our operating performance.

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

Provider expenses are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers thewe Company hashave contracted with through payer partners. Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which thewe Company isare financially responsible whether paid directly by the Companyus or indirectly by payers with whom thewe Company hashave contracted. Provider expenses are recognized in the period in which services are provided.

Depreciation and amortization expenses areconsists primarilyof attributabledefinitive-lived tointangible asset amortization and depreciation of our capital investment and consist of fixed asset depreciation and amortization of intangibles considered to have definite lives.assets. We do not allocate depreciation and amortization expenses to other operating expense categories.categories within our financial statements.

Interest income consists primarily of interest earned by the Company on bank balances, partially offset by interest expense (including deferred financing costs) onin anyconnection outstandingwith our borrowings. See “Liquidity and Capital Resources—General and Note Payable.Resources.”

ComparisonYear ofEnded theDecember Years31, 2025 Compared To Year Ended December 31, 2024 and 2023

The following table sets forth our consolidated statements of operations data for the years ended December 31, 20242025 and 2023.2024. A detailed discussion of our 20222023 financial condition and results of operations, and of 20232024 year-over-year changes as compared to 2022,2023, can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the SEC on February 27, 2024.2025.

Revenue was $2.12 billion for the year ended December 31, 2025, an increase from $1.74 billion for the year ended December 31, 2024, an increase from $1.66 billion for the year ended December 31, 2023.2024. Key drivers of this revenue growth include: FFS–patient care revenue and FFS-administrative services, which increased $169.5$214.1 million and $12.3$11.6 million, primarily attributable to the addition of new providers and an increase in visit volume; an increase in PMPMcapitated revenue of $13.5$95.5 million primarily due to increasedan increase in Attributed Lives related to capitated arrangements, improved contract terms and an increase in estimated per capita revenue; shared savings revenue, which increased $9.1$55.6 million primarily due to more Attributed Lives in Medicare programs as well as continued strong estimated performance in our value based care programs in the aggregate.aggregate; Theand decreasean increase in capitatedPMPM revenue of $(125.7)$9.1 million isprimarily due to renegotiationincreased ofAttributed capitated arrangements for a more favorable contract structure which is now reflected on a net basis under shared savings starting with the first quarter of 2024.Lives.

Provider expensesexpense

Provider expensesexpense werewas $1.33$1.66 billion for the year ended December 31, 2024,2025, an increase from $1.30$1.33 billion during the same period in 2023.2024. This increase was driven primarily by an increase in provider expenses associated with higher FFS-patient care revenue and growth in Implemented Providers.

Cost of platform expensesexpense werewas $227.0$252.7 million for the year ended December 31, 2024,2025, an increase from $197.7$227.0 million during the same period in 2023.2024. The increase was driven by an increase in salaries and benefits of $11.2$11.4 million related to continued growth,million, an increase in stock-based compensation expense of $6.8$6.6 million, primarily related to an increase in stock-based awards granted in 20242025 compared to 2023,2024, and an increase of $6.1 million in platformprofessional costsservices of $6.5 millionprimarily due to ancontinued increasegrowth in Implemented Providers and an increase in consulting costs of $3.3 million due to continued growth and market expansion.

Sales and marketing expensesexpense werewas $26.4$27.1 million for the year ended December 31, 2024,2025, an increase from $24.7$26.4 million during the same period in 2023.2024. The increase was driven primarily by an increase in salariesstock-based compensation expense of $1.3 million partially offset by immaterial cost reductions in other sales and benefitsmarketing of $1.0 million.expenses.

General and administrative expenses were $126.2$138.2 million for the year ended December 31, 2024,2025, an increase from $109.6$126.2 million during the same period in 2023.2024. The increase was driven by the increase of $11.2$6.5 million in stock-based compensation expense, which is primarily related to an additional quarter of expense due to timing of the 2023 equity awards being granted during the second quarter of 2023 compared to 2024 equity awards being granted during the first quarter of 2024, an increase in salaries and benefits of $1.7$3.6 million and an increase in professional services of $1.1$2.4 million related to additional consulting services.

Depreciation and amortization expenses were $7.3$9.9 million for the year ended December 31, 2024,2025, ancompared increaseto from $6.5$7.3 million during the same period in 2023.2024. This increase was primarily driven by amortization ofdefinitive-lived intangible assetsasset relatedamortization toassociated awith newbusiness acquisition in 2024.combinations.

Interest incomeincome, net was $10.9$9.7 million for the year ended December 31, 2024,2025, compared to $8.4$10.9 million during the same period in 2023.2024 primarily driven by lower cash and cash equivalents during the comparative periods. Interest income is primarily based on the cash balance held in interest bearing accounts.

NetThe provision for income attributable to non-controlling intereststaxes was $2.7$14.2 million for the year ended December 31, 2024, an increase2025, compared to a (loss) of $(2.1)$10.8 million during the samecomparative period in 2023.2024. The changeprovision isfor primarilyincome relatedtaxes toincreased theas rampa upresult of newhigher marketsincome enteredbefore andincome repurchase of non-controlling interests during 2023.taxes.

We believe that our cash and cash equivalents, together with cash flows from operations, will provide adequate resources to fund our short-term and long-term operating and capital needs. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on many factors, including our growth rate, and the timing and extent of spending to increase our sales and marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may in the future seek a credit facility with a financial institutionfunding for long termlong-term capital structure flexibility, and may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition wouldmay be adversely affected.

The Company’sOur cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, purchase commitments and other obligations. We expect the cash required to meet these obligations to be generated primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable. Based on current and anticipated levels of operations, we anticipatebelieve that net cash provided by operating activities, together with the available cash on hand at December 31, 2024,2025, shouldwill be adequatesufficient to meet anticipated cash requirements for both the short term (next 12 months) and long term (beyond 12 months).

Net cash provided by operating activities was $109.3$163.4 million for the year ended December 31, 20242025 compared to $80.8$109.3 million for the samecomparative period in 2023. Significant changes impacting net cash provided by operating activities for the year ended December 31, 2024 compared to the same period in 2023 wereprimarily as followsa result of:

•AAn decreaseincrease in net income of $(19.8)$12.7 million in accounts receivable, for the year ended December 31, 2024 compared to the same period in 20232024. Net income was $29.7 million during the year ended December 31, 2025 compared to the income of $(96.9)$17.0 million, a difference of $77.1 million. The change is primarily driven by the renegotiation of at-risk capitated arrangementsmillion during the year ended December 31, 2024.

Under our Privia Medical Group model, Privia Physicians join the Medical Group in their geographic market as an ownerowners of the Medical Group. We own a majority interest in certain of our Medical Groups, with Privia Physicians collectively owning a minority interest, and we own no interest in certain other Non-Owned Medical Groups. In those markets in which state regulations do not allow us to own Medical Groups, the Non-Owned Medical Groups may be owned by the Privia Physicians or owned indirectly by a licensed physician holding a Privia leadership position, otherwise referred to as a Friendly Medical Group. Privia Physicians furnish healthcare services through our Medical Groups and continue to own their Affiliated Practices, which provide certain services to the Medical Groups, such as use of space, non-physician staffing, equipment and supplies.

• Revenue was $603.8$632.6 million and $480.1$521.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.24 billion and $1.00 billion for the six months ended June 30, 2026 and 2025, respectively;

• Gross profit was $125.6$128.9 million and $103.6$112.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $254.5 million and $216.4 million for the six months ended June 30, 2026 and 2025, respectively;

• Operating income was $7.4$11.8 million and $5.2$3.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $19.2 million and $8.6 million for the six months ended June 30, 2026 and 2025, respectively; and

• Net income attributable to Privia Health Group, Inc. was $3.1$9.0 million and $4.2$2.7 million, for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $12.1 million and $6.9 million for the six months ended June 30, 2026 and 2025, respectively.

• Practice Collections were $914.8$970.0 million and $798.6$862.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.88 billion and $1.66 billion for the six months ended June 30, 2026 and 2025, respectively;

• Care Margin was $128.7$132.1 million and $105.3$115.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $260.9 million and $220.4 million for the six months ended June 30, 2026 and 2025, respectively;

• Platform Contribution was $67.0$69.0 million and $51.7$57.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $136.0 million and $109.2 million for the six months ended June 30, 2026 and 2025, respectively; and

• Adjusted EBITDA was $36.7$37.4 million and $26.9$29.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $74.1 million and $55.9 million for the six months ended June 30, 2026 and 2025, respectively.

We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which lead to a highly predictable and recurring revenue model. Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars. In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations. We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us. FFS-patient care revenue represented 64.8%65.2% and 64.9%63.6% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 65.0% and 64.2% for the six months ended June 30, 2026 and 2025, respectively. FFS-administrative services revenue represented 5.2%5.3% and 6.7% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 5.2% and 6.7% for the six months ended June 30, 2026 and 2025, respectively.

Over time, we create incremental value for our provider partners by enabling them to succeed in VBC arrangements. We generate VBC revenue when our providers are reimbursed through traditional FFS Medicare, Medicare Shared Savings Program (“MSSP”), Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. The revenue is primarily collected in the form of (i) capitated revenue earned by providing healthcare services to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract,” (ii) shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics. VBC revenue represented 29.6%29.2% and 27.9%29.3% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 29.4% and 28.6% for the six months ended June 30, 2026 and 2025, respectively.

The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits and coding. Other revenue represented 0.4%0.3% and 0.5%0.4% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 0.3% and 0.4% for the six months ended June 30, 2026 and 2025, respectively.

Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue. Our existing provider relationships and market share providesprovide us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market’s recognition of the attractiveness of our platform to our providers, patients and payers. We intend to increase our provider base in existing and new markets by adding new practices and assisting our existing practices with recruiting new providers, using our in-market and national sales and marketing teams. As we add providers to the Privia Platform, we expect them to contribute incremental economics as we leverage our existing brand and infrastructure, both at the corporate and in-market levels.

Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models. The data we collected from older provider cohorts consistently suggest that we improve their performance in both FFS and VBC metrics over time and inform our expectations for our new markets. We believe our in-market operating structure and ability to serve providers wherever they are on their transition to VBC can benefit physicians and providers throughout the U.S. and that our solution is applicable across all 50 states. We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development. We partner with market leading medical groups and health systems to form anchor relationships and align other independent, affiliated, or employed providers into a single-TINsingle-Tax Identification Number (“TIN”) medical group. Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully-ownedfully owned sites of care focused on Medicare Advantage and direct contracting models.

In December 2025, the Company acquired an ACO business from Evolent Health, Inc., adding over 120,000 attributed lives through the MSSP,MSSP and various commercial and Medicare Advantage programs.

As of MarchJune 31,30, 2026, the total number of Privia-owned ACOs is ten.

We define Implemented Providers as the total of all service professionals at the end of a given period who are credentialed and bill for medical services in both Owned and Non-Owned Medical Groups during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. We believe that growth in the number of Implemented Providers is a key indicator of the performance of our business and expected revenue growth. This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets. The number of Implemented Providers increased 13.6%10.1% as of MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025, due to organic growth in our healthcare delivery business as well as our entrance into the Arizona market.acquisitions.

We define Attributed Lives as any patient that a payer deems attributed to Privia to deliver care as part of a VBC arrangement through a provider of primary care or specialty services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. Attributed Lives increased 26.5%19.2% as of MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025, primarily due to acquisitions as well as organic growth.

We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups. FFS arrangements accounted for 80.1%80.9% and 82.4%81.5% of our practice collections for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 80.5% and 81.9% for the six months ended June 30, 2026 and 2025, respectively. VBC accounted for 19.8%19.0% and 17.4%18.3% of practice collections for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 19.3% and 17.8% for the six months ended June 30, 2026 and 2025, respectively.

Practice Collections increased 14.6%12.4% for the three months ended MarchJune 31,30, 2026 when compared to the same period in 2025, and 13.4% for the six months ended June 30, 2026 when compared to the same period in 2025, mainly due to organic growth of our healthcare delivery business and acquisitions.

Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. We define Care Margin as Gross Profit excluding amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia. Our Care Margin generated from VBC revenue is based on a percentage of care management fees and shared savings collected. We view Care Margin as all of the dollars available for us to manage our business, including providing administrative support to our practices, investing in sales and marketing to attract new providers to the Privia Platform, and supporting the organization through our corporate infrastructure. We expect Care Margin will grow year-over-year in absolute dollars as we continue to expand our provider base. We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk VBC arrangements over time. Care Margin increased 22.3%14.7% for the three months ended MarchJune 31,30, 2026 when compared to the same period in 2025, and increased 18.3% for the six months ended June 30, 2026 when compared to the same period in 2025 due to organic growth.growth of our medical practice business. As a percentage of revenue, Care Margin slightly decreased to 21.3%20.9% for the three months ended MarchJune 31,30, 2026 from 21.9%22.1% for the same period in 2025, and decreased to 21.1% for the six months ended June 30, 2026, compared to 22.0% during the same period in 2025. We continue to make strategic investments to increase services to both our patients and physicians.

We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less cost of platform and excluding stock-based compensation expense included in cost of platform. The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Platform Contribution. We consider Platform Contribution to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution increased 29.6%20.1% for the three months ended MarchJune 31,30, 2026 when compared to the same period in 20252025, and increased 24.6% for the six months ended June 30, 2026 when compared to the same period in 2025, in each case due to organic growth of our medical practice business and acquisitions.

We define Platform Contribution Margin as Platform Contribution as a percentage of Care Margin. We consider Platform Contribution Margin to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 52.1%52.2% for three months ended MarchJune 31,30, 2026 compared to 49.1%49.9% during the same period in 2025, and 52.1% for the six months ended June 30, 2026 compared to 49.5% during the same period in 2025. We continue to make strategic investments intended to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

We define Adjusted EBITDA as net income before interest income, net, provision for income taxes, net income attributable to non-controlling interests, depreciation and amortization, non-cash stock-based compensation, and other expenses including employer taxes on equity vesting and exercises and other certain non-recurring items such as severance, contingent and deferred consideration and other non-recurring income/expenses. We include Adjusted EBITDA because it is an important measure by which we assess, and believe investors should assess, our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted EBITDA increased by 36.3%29.1% for the three months ended MarchJune 31,30, 2026,2026 when compared to the same period in 20252025, and increased to 32.6% for the six months ended June 30, 2026 when compared to the same period in 2025, due to organic growth of our business, acquisitions and growth in Attributed Lives.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure by which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA Margin was 28.5%28.3% for three months ended MarchJune 31,30, 2026, an increase from 25.6%25.2% for the same period in 2025, and 28.4% for the six months ended June 30, 2026, an increase from 25.4% for the same period in 2025 due to organic growth of our medical practice business and growth in our value based care business.

Interest income consists primarily of interest earned by the Company on bank balances, offset by interest expense (including deferred financing costs) on any outstanding borrowings. See “Liquidity and Capital Resources-General and Indebtedness.Liquidity and Capital Resources-Indebtedness.”

The following table sets forth our condensed consolidated statements of operations data for the three and six months ended MarchJune 31,30, 2026 and 2025:

Three months ended MarchJune 31,30, 2026 and 2025

Revenue was $603.8$632.6 million for the three months ended MarchJune 31,30, 2026, an increase from $480.1$521.2 million for the three months ended MarchJune 31,30, 2025. Key drivers of this revenue growth include: FFS–patient care revenue, which increased $79.4$81.2 million, primarily attributable to the addition of new providers and increase in visit volume; an increase in capitated revenue of $19.6 million due to an increase in Attributed Lives related to capitated arrangements; an increase in shared savings revenue of $27.1$8.9 million during the three months ended MarchJune 31,30, 2026, primarily due to timing of certain shared savings accruals and settlements; an increase in Attributed Lives in Medicare programs and continued strong performance in our value based care programs in the aggregate; an increase in capitated revenue of $15.5 million due to an increase in Attributed Lives related to capitated arrangements; and an increase in PMPM revenue of $2.7$3.8 million, primarily due to increased Attributed Lives.

Provider expenses were $475.1$500.5 million for the three months ended MarchJune 31,30, 2026 compared to $374.8$406.0 million for the same period in 2025, and $975.6 million for the six months ended June 30, 2026 compared to $780.8 million for the same period in 2025. The increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers during the first quarter of 2026.

Cost of platform expenses were $68.4$69.4 million for the three months ended MarchJune 31,30, 2026 compared to $59.5$64.9 million for the same period in 2025. The increase was driven by an increase in salaries and benefits of $5.2$1.9 million related to continued growth during the three months ended MarchJune 31,30, 2026; and an increase in platform costs of $1.7$1.9 million, primarily related to an increase in Implemented Providers; and an increase to stock-based compensation expense of $0.8 million, primarily related to an increase in stock-based awards granted in 2026 compared to 2025.Providers.

Sales and marketing expenses were $8.1$8.0 million for the three months ended MarchJune 31,30, 2026 compared to $6.9$6.8 million for the same period in 2025. The increase was primarily driven by an increase in salaries and benefits of $0.5 million; and an increase in stock-based compensation expense of $0.6$0.2 million due to an increase in stock-based awards granted in 2026 compared to 2025.

General and administrative expenses were $41.5$39.7 million for the three months ended MarchJune 31,30, 2026 compared to $31.7$37.5 million for the same period in 2025. The increase was driven by the increase of salaries and benefits of $3.1 million; an increase of $2.8$1.4 million in stock-based compensation expense primarily attributed to an increase in stock-based awards granted in 2026 compared to 2025; and an increase inof non-recurringsalaries expensesand benefits of $2.0$0.3 million.

Depreciation and amortization expenses were $3.3$3.4 million for the three months ended MarchJune 31,30, 2026 compared to $1.9$2.6 million for the same period in 2025, and $6.6 million for the six months ended June 30, 2026 compared to $4.5 million for the same period in 2025. This increase was primarily driven by amortization of intangible assets related to acquisitions in 2025.

Interest income was $1.9$1.7 million for the three months ended MarchJune 31,30, 2026 compared to $2.9$2.4 million for the same period in 2025, and $3.6 million for the six months ended June 30, 2026 compared to $5.3 million for the same period in 2025. Interest income is primarily based on the cash balance held in interest bearing accounts.

The provision for income taxes was $5.6$7.0 million for the three months ended MarchJune 31,30, 2026, compared to the provision for income taxes of $2.1$2.5 million for the same period in 2025. The change was primarily attributable to tax impacts stemmingassociated fromwith share-based compensationcompensation, related tospecifically stock option exercises and the vesting of restricted stock unitunits, vestingas events.well as certain one time, non-recurring transactions occurring during the period.

Net income attributable to non-controlling interests was $0.6$0.7 million for the three months ended MarchJune 31,30, 2026 compared to $1.8$0.6 million during the same period in 2025, and $1.3 million for the six months ended June 30, 2026, a decrease compared to a net income of $2.4 million during the same period in 2025. The change is primarily due to the repurchase of non-controlling interests during the three months ended March 31, 2026.

To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the prior Revolving Credit Agreement. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $419.5$412.2 million. Our cash and cash equivalents primarily consist of highly liquid investments in money market funds and cash.

See Note 6.7. “Debt” for discussion on our Revolving Credit Facilities.Facility.

Our cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from operations and our available cash. Based on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand at MarchJune 31,30, 2026, should be adequate to meet anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months).

Net cash used in operating activities was $49.5$48.4 million for the threesix months ended MarchJune 31,30, 2026 compared to $24.1$16.1 million for the same period in 2025. Significant changes impacting net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 were as follows:

•AAn decreaseincrease in net income of $2.3$4.1 million compared to the same period in 2025. Net income was $3.7$13.4 million for the threesix months ended MarchJune 31,30, 2026 compared to income of $6.0$9.3 million for the same period in 2025.

•An increase of $115.2$180.9 million in accounts receivable and prepaid and other current assets, for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 of $73.4$142.8 million, a difference of $41.8$38.1 million. The change is primarily due to an increase in FFS and VBC revenue.

•An increase of $49.1$71.0 million in Provider Liabilityliability for the threesix months ended MarchJune 31,30, 2026 compared to an increase of $35.7$81.2 million during the same period in 2025, a difference of $13.4$(10.2) million. The change is primarily due to the timing of distributions to providers partially offset by an increase in Implemented Providers and an increase in provider expenses related to the increase in FFS and VBC revenue.

Net cash used in investing activities was de$11.5 minimismillion for the threesix months ended MarchJune 31,30, 2026 compared to $89.1 million during the same period in 2025, primarily due to business acquisitions during the second quarter of 2025 and 2025.2026.

Net cash used in financing activities was $10.7$7.6 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash provided of $2.2$4.1 million for financing activities for the same period in 2025. The change is primarily due to a repurchase of non-controlling interest of $11.4 million during the three months ended March 31, 2026.

Operating Leases. The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 9 years and generally provide for periodic rent increases, renewal, and termination options. Total rent expense under operating leases was $0.8 million and $0.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.6 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively.

Off Balance Sheet Obligations. We do not have any off-balance sheet arrangements as of MarchJune 31,30, 2026.