SEC Form DEF 14A filed by Privia Health Group Inc.

2026 NOTICE OF ANNUAL MEETING & PROXY STATEMENT Privia Health Group, Inc. 950 N. Glebe Rd., Suite 700 Arlington, VA 22203 571.366.8850 PriviaHealth.com

Privia Health Group, Inc.

950 N. Glebe Rd., Suite 700

Arlington, VA 22203

Telephone: (571) 366-8850

April 2, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Privia Health Group, Inc. (“Privia Health” or the “Company”) on Wednesday, May 20, 2026 at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be conducted via live webcast as a virtual meeting of stockholders. You will be able to attend the Annual Meeting online by visiting www.proxydocs.com/PRVA and you will be able to submit your questions and vote your shares electronically by attending the Annual Meeting at this virtual location.

All Privia Health stockholders of record at the close of business on Monday, March 23, 2026 are welcome to attend the Annual Meeting, and we encourage you to vote by telephone, mail, or over the Internet as soon as possible, whether or not you plan to attend the Annual Meeting.

PLEASE VOTE PRIOR TO THE VIRTUAL ANNUAL MEETING OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING AND WANT TO VOTE YOUR SHARES DURING THE MEETING, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued support for Privia Health.

Sincerely,

David King

Chair of the Board of Directors

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Privia Health Group, Inc.

950 N. Glebe Rd., Suite 700

Arlington, VA 22203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Edward C. Fargis

Executive Vice President and General Counsel

Arlington, VA

April 2, 2026

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PROXY STATEMENT TABLE OF CONTENTS

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PROXY STATEMENT SUMMARY HIGHLIGHTS

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

The Board unanimously recommends that you vote “FOR” each of the three nominees for Class I directors listed below. In doing so, the nominees will be elected at the Annual Meeting to serve until the 2029 annual meeting of the stockholders and until their respective successors are elected or appointed and qualified or until such director’s death, resignation or removal:

Ms. Cocozza and Mr. King currently serve on our Board and are nominated for re-election as Class I directors. Mr. Soistman is nominated for election for the first time this year as a Class I director. David Wichmann, who has served on our Board since 2023, is not standing for re-election at the Annual Meeting. It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. However, if before the election one or more nominees are unable to serve (a situation we do not anticipate), the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by our Board (unless our Board reduces the number of directors to be elected).

Vote Required

The election of directors requires a plurality of the voting power of the shares of our capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Votes withheld and broker non-votes will have no effect on this proposal. Therefore, only votes “For” will affect the outcome.

		The Board of Directors unanimously recommends a vote “FOR” each of the Class I nominees named above.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

Class I Directors—Nominees for Terms Expiring in 2029

Nancy Cocozza
Director since: 2022   Age: 65   Committee membership: Audit Committee Nominating and Corporate Governance Committee		Nancy Cocozza has over 25 years of experience in healthcare and government programs. Ms. Cocozza retired in June 2018 from the position of President of the Medicare Business for Aetna, where she was responsible for Aetna’s Medicare strategy, growth and operating results. Prior to Aetna, Ms. Cocozza was Executive Vice President at HealthMarkets, an individual market health insurance provider, where she led the Medicare division. She also led the government insurance programs at Coventry Health Care. Ms. Cocozza began her career at Aetna, where she spent 16 years building and leading various commercial managed care operations. Ms. Cocozza most recently served on the Board of Directors of Aspira Women’s Health, Inc. (Nasdaq: AWH) from August 2018 until March 2021, serving on each of its Audit, Compensation and Nominating and Governance committees during her tenure. Ms. Cocozza received a bachelor’s degree in accounting from Thomas Jefferson/Philadelphia University.   Ms. Cocozza is a valuable member of our Board because of her extensive experience in the healthcare industry and prior track record as a senior executive.
David King
Director since: 2021   Age: 69   Committee membership: Independent Chair of the Board Compensation Committee Chair of the Nominating and Corporate Governance Committee		David King has been the Managing Member of KingMan LLC, a provider of strategic consulting services for stakeholders across the healthcare system, since December 2021. Prior to this role, Mr. King served as an Operating Partner at Pritzker Private Capital from August 2020 to December 2021, co-leading the firm’s activities in the healthcare sector. Prior to joining Pritzker Private Capital, Mr. King was the Chief Executive Officer of Laboratory Corporation of America Holdings (NYSE: LH) from 2007 to 2019. At Laboratory Corporation of America Holdings, Mr. King also served as the Executive Chair of the Board from November 2019 to May 2020, and as the Non-Executive Chair of the Board from May 2009 to October 2019. Mr. King served as a director of ZimVie, Inc. (Nasdaq: ZIMV) from 2022 to 2025 and is a member of the board of several private companies. Mr. King also currently serves on the Board of Smith & Nephew, plc (LSE: SN and NYSE: SNN) and the board of trustees of Novant Health. Mr. King previously served on the board of Cardinal Health (NYSE: CAH), PATH (where he completed four years as Chair in December 2021), the Advisory Board for Duke University’s Robert J. Margolis, MD, Center for Health Policy (where he served from 2017 to 2025), and the American Clinical Laboratory Association (where he served as Chair from 2010 to 2014). Mr. King also served on the board of The Emily K Center, a college-readiness center in Durham, North Carolina, founded by Mike Krzyzewski, the former head coach of the Duke University Men’s Basketball team. Mr. King received a bachelor’s degree, cum laude, from Princeton University and a Juris Doctor, cum laude, from the University of Pennsylvania Law School.   Mr. King is a valuable member of our Board because of his extensive experience in the healthcare industry and experience on other healthcare companies’ boards.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

Francis Soistman
Director Nominee   Age: 69		Francis Soistman served as the Chief Executive Officer of e-Health, Inc. (Nasdaq: EHTH) from November 2021 until his retirement in late 2025. Mr. Soistman also serves as member of the e-Health board of directors, where he has been a director since November 2021. Prior to e-Health, Mr. Soistman founded and served as president of Healthcare Management and Transformation Advisory Services LLC, an advisory services company operating in the healthcare space, from January 2020 to November 2021. From January 2013 to September 2019, Mr. Soistman was executive vice president at CVS Health, a health solutions company, and president of government services at Aetna, a managed care company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine Healthcare, having previously served in executive leadership across a number of healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space.   Mr. Soistman’s executive management experience and business strategies expertise will bring a valuable perspective to the Board.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

Class II Directors—Continuing Directors Whose Terms Expire in 2027

Thomas McCarthy
Director since: 2021   Age: 69   Committee membership: Chair of Audit Committee		Thomas McCarthy has over 35 years of experience in healthcare, insurance and financial services businesses, including more than 30 years with Cigna Corporation (NYSE: CI). Mr. McCarthy was most recently the Executive Vice President and Chief Financial Officer at Cigna from July 2013 to June 2017, and previously held the roles of Vice President of Finance, Vice President & Treasurer, Vice President of Strategy and Corporate Development between March 2003 to July 2013. In addition to his career with Cigna, Mr. McCarthy also held senior leadership roles at Kemper Insurance from July 1999 to February 2003 and USAA from 1985 to 1986. Mr. McCarthy is a member of the board of directors of Selective Insurance Group, Inc. (Nasdaq: SIGI), a New Jersey-based holding company for property and casualty insurance companies, and is a member of the Selective Insurance Audit Committee and Finance and Investments Committee. He is also a member of the Board of Trustees of the American University of Rome and a Director of Avenue of the Arts, Inc. He previously served as a Director of the Habitat for Humanity of Montgomery and Delaware Counties from 2017 to 2024. Mr. McCarthy received a bachelor’s degree in Finance from the Wharton School of the University of Pennsylvania and an MBA from Carnegie Mellon University’s Tepper School of Business.   Mr. McCarthy is a valuable member of our Board because of his extensive experience in the healthcare industry and his prior leadership positions at Cigna.
Parth Mehrotra
Director since: 2023   Age: 47   Committee membership: None		Parth Mehrotra has served as the Chief Executive Officer of Privia Health since July 2023. Prior to that, he served as our President and Chief Operating Officer from 2018 to 2023. Prior to his role at Privia Health, from 2016 to 2018, Mr. Mehrotra was the Chief Operating Officer of Brighton Health Group Holdings, LLC, the parent company of Privia Health. Prior to 2016, Mr. Mehrotra held a senior finance role at athenahealth Inc., and also worked in the healthcare investment banking group at Goldman Sachs and Co. and as a management consultant at Accenture. Mr. Mehrotra received an M.B.A. from Northwestern University’s Kellogg School of Management and a bachelor’s degree in Economics from St. Stephen’s College, University of Delhi.   Mr. Mehrotra is a valuable member of our Board of Directors because of his operational and historical expertise from serving as Privia’s Chief Executive Officer and his extensive professional experience in the healthcare industry.
Dr. Jaewon Ryu
Director since: 2021   Age: 52   Committee membership: Chair of Compliance Committee		Dr. Jaewon Ryu has been the Chief Executive Officer of Risant Health since April 2024 when it acquired Geisinger. Previously, he served as the President and Chief Executive Officer of Geisinger since June 2019, an integrated delivery system with a clinical enterprise, a health plan, the Geisinger Commonwealth School of Medicine, and research and innovation functions operating in central and northeastern Pennsylvania. He originally joined Geisinger in September 2016, as the Executive Vice President and Chief Medical Officer, working to improve the quality, affordability and experience of care delivered across the enterprise. Dr. Ryu was previously President of integrated care delivery for Humana, responsible for Humana’s owned and joint ventured care delivery assets, including a management services organization (MSO) assisting affiliated practices to adopt a population health model. Prior to Humana, Dr. Ryu held various leadership roles at the University of Illinois Hospital & Health Sciences System, Kaiser Permanente, the Centers for Medicare and Medicaid Services, and as a White House Fellow at the Department of Veterans Affairs. He was also a practicing corporate healthcare attorney with the international firm McDermott, Will & Emery. Dr. Ryu also served from 2018 to 2024 as a commissioner on the Medicare Payment Advisory Commission (MedPAC). He is also a director on the National Committee for Quality Assurance (NCQA), the Commonwealth Fund, and Teleflex, Inc. (NYSE: TFX). Dr. Ryu earned his bachelor’s degree from Yale University and his M.D. and J.D. from the University of Chicago. He completed his residency training in emergency medicine at Harbor-UCLA Medical Center.   Dr. Ryu is a valuable member of our Board because of his extensive experience in management services organizations and high-quality patient care.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

Class III Directors—Continuing Directors Whose Terms Expire in 2028

Lance Berberian
Director since: 2025   Age: 63   Committee membership: Audit Committee Compliance Committee		Lance Berberian is a technology strategist with over 30 years of experience in innovation and business growth, specializing in digital transformation and corporate governance. From 2014 to October 2024, he served as EVP and Chief Information and Technology Officer at Labcorp, overseeing a team of 5,000 people focused on IT strategy, cybersecurity, AI, product development, and data management to drive growth and enhance operational efficiencies in a major global life sciences company. From November 2024 until his retirement in early 2025, Mr. Berberian served as a Special Advisor, Strategy at Labcorp. Prior to Labcorp, he held CIO roles at IDEXX Laboratories, Kellstrom Aerospace, Interim HealthCare and Quest Diagnostics. Mr. Berberian’s prior senior executive roles include serving as the President of the Kellstrom Defense Aerospace business unit and in other senior operational leadership roles for Kellstrom Industries’ portfolio of data and technology businesses. He currently serves on the Elon University Board of Trustees and previously chaired the NC State Computer Science Strategic Advisory Board. He holds a BA in business administration and information technology from Thomas Edison State College and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and the Software Engineering Institute of Carnegie Mellon University.   Mr. Berberian is a valuable member of our Board because of his extensive experience in information security, cybersecurity and technology and senior leadership positions in the healthcare industry.
Pamela Kimmet
Director since: 2023   Age: 67   Committee membership: Chair of the Compensation Committee Nominating and Corporate Governance Committee		Pamela O. Kimmet served as the chief human resources officer (CHRO) of Manulife Financial Corporation (NYSE: MFC) until her retirement on June 1, 2025. Prior to joining Manulife as CHRO in October 2018, Ms. Kimmet served on Manulife’s Board of Directors from March 2016 through September 2018. Ms. Kimmet previously served as CHRO of Cardinal Health, Inc. (NYSE: CAH) and Coca-Cola Enterprises, Inc. (now Coca-Cola Europacific Partners, Nasdaq: CCEP), The Bear Stearns Companies, Inc. and Lucent Technologies. She also held a range of strategic HR roles at Citigroup and General Motors. Ms. Kimmet previously served on the Board of Directors of Perspecta, Inc. and chaired its Management and Compensation Committee until May 2021 when Veritas Capital acquired the organization. Ms. Kimmet currently serves as the Executive Advisor to the University of South Carolina’s Darla Moore School’s Center for Executive Succession. Additionally, over her career she has been an active member of the human resources professional community. She currently serves on the board of the National Academy of Human Resources and previously chaired the board of The CHRO Association, as well as being past chair of its Center for Executive Compensation. She also chaired the board of the National Business Group on Health. Ms. Kimmet holds an MBA from Michigan State University and a bachelor’s degree in Industrial and Labor Relations from Cornell University.   Ms. Kimmet is a valuable member of our Board because of her extensive management and director experience.
Shawn Morris
Director since: 2018   Age: 62   Committee membership: Compliance Committee		Shawn Morris is our former Chief Executive Officer and has served as a member of our board of directors since May 2018. Prior to his role at Privia Health, Mr. Morris was a leader at Cigna- HealthSpring, a Cigna company, known previously as HealthSpring, from 2005 to 2018. Mr. Morris held various leadership roles at Cigna-HealthSpring, including the positions of President, Chief Operating Officer, President of Development & Innovation, and Executive Vice President. Mr. Morris also serves on the board of Mainstreet Health, a private company headquartered in Nashville, Tennessee. Mr. Morris received a bachelor’s degree in Accounting from the Western Kentucky University and is a Certified Public Accountant (inactive). Mr. Morris is also a graduate of Dartmouth College’s Tuck Business School 2030 Global Executive program and an inaugural Fellow of the Nashville Healthcare Council.   Mr. Morris is a valuable member of our board of directors because of his extensive experience in the healthcare industry and prior track record as a senior executive in high growth as well as large healthcare companies.

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GOVERNANCE MATTERS

Governance Overview

We are committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder interests, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business.

Our Board has adopted our Corporate Governance Guidelines, Code of Conduct and charters for our Nominating and Corporate Governance Committee, Audit Committee, Compensation Committee and Compliance Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Conduct in the “Governance—Documents and Charters” section of the “Investor Relations” page of our website located at www.ir.priviahealth.com, or by writing to our Corporate Secretary at our offices at 950 N. Glebe Rd., Suite 700, Arlington, VA 22203. Our website is not part of this proxy statement.

Composition of our Board

Board Classes

		Pursuant to our Charter and Bylaws (together, the “Organizational Documents”), our Board was divided into three classes of directors following the registered secondary offering of our stock in which certain former investors in the Company sold their stock below a specified threshold.

Our Board currently consists of nine directors, with three directors in Class I, three directors in Class II, and three directors in Class III. The terms of directors in Classes I, II and III end at the annual meetings of stockholders in 2026, 2027 and 2028, respectively. David Wichmann, who has served on our Board since 2023, is not standing for re-election at the Annual Meeting. Francis Soistman is nominated for election for the first time this year as a Class I director.

Rationale for Board Structure

Privia Health continues to operate with the long-term outlook required to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care in both in-person and virtual care settings. To deliver on this mission, we manage our business for the long term and pursue our core strategy of entering markets, organizing providers, driving operational and clinical improvements, and facilitating the transition to value-based care. We believe the volatility in the healthcare sector underscores the need for enhanced continuity of business strategies and policies, continuity of service and protection against potential pressures from special interest groups or others who might have an agenda focused on short-term, opportunistic gains contrary to the long-term interests of stockholders. Under the current classified board structure, at least two-thirds of the Board will have had prior experience and familiarity with our business, which is beneficial for long-term strategic planning and appropriate and expert oversight of management, and which we believe ultimately drives the creation of sustainable stockholder value. As such, we believe that maintaining a classified board not only provides protection against potential distractions by special interest groups with short-term objectives, but also appropriately focuses on our long-term success and maximization of value for our stockholders. We further discussed this rationale with our stockholders during the course of our stockholder engagement this year on this and the other topics as described below, under “Governance Evolution and Highlights”. Our stockholders acknowledged our present circumstances, including our limited time operating as a public company, and continue to support our classified board structure at this time given its stabilizing effect, with the understanding that the Board reviews the need for the classified board structure at least annually.

Director Independence

Our Board has undertaken a review of its composition, the composition of each of its committees and the independence of each director and nominee. Based upon information requested from and provided by each director and nominee concerning his or her background, employment and affiliations, including family relationships, our Board has affirmatively determined that Lance Berberian, Nancy Cocozza, Pamela Kimmet, David King, Thomas McCarthy, Jaewon Ryu, and director nominee Francis Soistman, as well as Patricia Maryland who served as a director until she passed away in October 2025 and David Wichmann who is not standing for re-election at the Annual Meeting, do not or did not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is or was “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this

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GOVERNANCE MATTERS

determination, our Board considered the current and prior relationships that each director has or had with our Company and all other facts and circumstances our Board deemed relevant in determining their independence.

Board Leadership Structure

The Company’s current board leadership structure consists of a Chief Executive Officer and an independent Chair of the Board. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chief Executive Officer and Chair in any way that is in the best interests of the Company at a given point in time. The Board may make a determination as to the appropriateness of its current policies in connection with the recruitment and succession of the Chief Executive Officer and/or the Chair. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two.

The Board believes that, under the Company’s present circumstances, its current leadership structure, in which the roles of Chief Executive Officer and Chair are separated, best serves the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s stockholders, including its oversight of management, the Company’s overall corporate governance and its independent oversight of the Company’s strategy and risk management. The Board also believes that the current structure allows our Chief Executive Officer to focus on managing the Company, while leveraging our independent Chair’s experience to drive accountability at the board level.

Governance Evolution and Highlights

The Board is committed to strong corporate governance. We are committed to evolving our Board structure and other corporate governance practices to mirror the evolution of the Company’s stockholder base and business. We believe our commitment to establishing and maintaining corporate governance “best practices,” some of which are highlighted below, help to promote long-term stockholder value:

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GOVERNANCE MATTERS

The Board believes that such evolution requires regular and transparent communication with our stockholders, whose feedback and perspectives not only strengthens our understanding of their interests but is an integral part of the Board’s own corporate governance review process. In furtherance of promoting this engagement to encourage feedback, the Board treats stockholder outreach as a priority. We actively engage with our stockholders throughout the year using in-person, virtual and other means of communication. In addition to ordinary course investor conferences, earnings calls and one-on-one investor conference calls and meetings, we have reached out to stockholders representing a substantial portion of our stockholder base to discuss our corporate governance practices.

Recent Stockholder Engagement and Our Response

We are committed to meaningful ongoing engagement with our stockholders.

		In early 2026, as part of our stockholder outreach program, we sought to engage holders representing more than 80% of the Company’s outstanding shares of common stock, and certain proxy advisory firms, via engagement calls to discuss our corporate governance, executive compensation and corporate practices and initiatives. As part of the initial outreach, stockholders were explicitly invited to discuss any concerns related to the Company’s current corporate governance. The Company, together with the independent Chair of the Board, held discussions of these matters with all stockholders who expressed an interest in doing so, which included some of the Company’s largest institutional holders, representing approximately 25% of outstanding shares of common stock. Our independent Chair’s participation in these engagements allows for a direct line of communication with our Board in order to deepen the Board’s understanding of our stockholders’ interests and priorities.

Among the key topics discussed included Board refreshment and composition, executive compensation, Board oversight of cybersecurity and strategic plans, and our classified board structure.

As part of that engagement, stockholders continued to express a positive view of the classified board at this time based on the Company’s present circumstances, including its limited time operating as a public Company, relatively small market capitalization, and potential for vulnerability to those who may seek to achieve short term goals to the detriment of long-term stockholder interests and returns. In view of the Board’s need for a classified structure at this time and based on stockholder feedback, the Board decided to maintain the classified board at this time as it believes that it provides protection against potential disruptions caused by groups with short-term objectives and allows the Company to focus on its long-term success and maximization of value for stockholders. The Company does not intend to maintain a classified board structure in perpetuity.

The Board is committed to strong corporate governance. For example, since the Company’s initial public offering, the Company has demonstrated its commitment to thoughtful board composition and refreshment by seating six new directors, and nominating a seventh for election at the Annual Meeting, and removed the supermajority vote requirements in its Charter and Bylaws. The Board recognizes that governance practices typically evolve as companies mature and grow, particularly in the healthcare sector where company development cycles and strategic imperatives differ from other industries. For example, the healthcare industry and physician enablement space remains fragmented and turbulent, the Company believes its operating model and breadth of services is unique, and the Company’s competitive landscape continues to shift as its business matures and expands to compete across the healthcare sector. The Board believes that such evolution requires regular and transparent communication with stockholders, whose feedback and perspectives not only strengthen the Board’s understanding of their interests but is an integral part of the Board’s own corporate governance review process. As such, the Board intends to continue to evaluate the feasibility of the classified board on an ongoing basis with input from stockholders. As part of this ongoing evaluation, the Board will review all relevant facts and circumstances, including changes specific to the Company and its business such as significant increases in our market capitalization or continued experience and sustained performance across reporting and business cycles, evolutions in its industry, developments in the stockholder landscape, as well as feedback from its stockholders. As the Company grows and the market matures, some of the current risks that the classified board protects the Company against will likely diminish. The Board will respond based on good corporate governance principles, including input from the stockholders.

Changes made in response to stockholder feedback in previous years include amending our Charter and Bylaws to eliminate supermajority voting requirements and providing additional disclosure on director skills, experience and qualifications and management succession planning. We intend to continue a cycle of year-round stockholder engagement, including our regular participation in investor meetings and conferences and periodic engagement on corporate governance and compensation topics. In

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GOVERNANCE MATTERS

addition to input on current corporate governance topics, we invite dialogue about any other topics or trends our stockholders may wish to discuss. The Board considers feedback from these conversations during its deliberations, and our engagement activities have produced valuable feedback that informs our decisions and our strategy. Our future engagement efforts are expected to take the form of one-on-one meetings as well as written communications. Outside of these channels, stockholders wishing to provide us feedback on these matters are encouraged to do so during the Annual Meeting, earnings calls, industry presentations and conferences, company-hosted events and securities analyst meetings.

Procedures for Communications with the Board

Any person wishing to communicate with any of our directors regarding issues about Privia Health may send a request to the Corporate Secretary of Privia Health Group, Inc. at 950 N. Glebe Rd, Suite 700 Arlington, VA 22203. The Corporate Secretary will forward relevant communications to the appropriate directors or committees of the Board. Items unrelated to the directors’ duties and responsibilities as Board members may be excluded by the Corporate Secretary, including solicitations and advertisements, junk mail, product-related communications, surveys and job referral materials such as resumes.

BOARD COMMITTEES

Audit Committee

The members of our Audit Committee are Lance Berberian, Nancy Cocozza, Thomas McCarthy, and David Wichmann. Thomas McCarthy is the Chair of our Audit Committee. All members of the Audit Committee meet the independence standards of Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. In addition, our Board has determined that each of Nancy Cocozza, Thomas McCarthy, and David Wichmann meet the definition of an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose on such director any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board. Our Audit Committee is directly responsible for, among other things:

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BOARD COMMITTEES

Our Audit Committee held six meetings during 2025, including one joint meeting with the Compliance Committee covering matters of mutual interest and responsibility.

The written charter of our Audit Committee is available at our investor relations website at www.ir.priviahealth.com. Our website is not part of this proxy statement.

Compensation Committee

The members of our Compensation Committee are Pamela Kimmet, David King and David Wichmann. Pamela Kimmet is the Chair of our Compensation Committee. Each member of the Compensation Committee qualifies as an independent director under SEC rules and Nasdaq’s heightened independence standards for members of a Compensation Committee. Our Compensation Committee is responsible for, among other things:

Our Compensation Committee held five meetings during 2025.

The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Since September 2021, the Compensation Committee has engaged a compensation consultant to assist in determining and structuring the compensation provided to our executive officers and non-employee directors. The compensation consultant reports directly to the Compensation Committee. Korn Ferry served as the Compensation Committee’s consultant from September 2021 until September 2025. Starting in September 2025, the Compensation Committee engaged Willis Towers Watson plc (“WTW”) as its new compensation consultant. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Korn Ferry and WTW and has determined that their work did not and does not raise a conflict of interest.

The written charter of our Compensation Committee is available at our investor relations website at www.ir.priviahealth.com. Our website is not part of this proxy statement.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a member of a Compensation Committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Nancy Cocozza, Pamela Kimmet, and David King. David King is the Chair of our Nominating and Corporate Governance Committee. Each member of the Nominating and Corporate Governance Committee qualifies as an independent director under Nasdaq and SEC rules. Our Nominating and Corporate Governance Committee is responsible for, among other things:

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BOARD COMMITTEES

Our Nominating and Corporate Governance Committee held six meetings during 2025.

The written charter of our Nominating and Corporate Governance Committee is available at our investor relations website at www.ir.priviahealth.com. Our website is not part of this proxy statement.

Compliance Committee

The members of our Compliance Committee are Lance Berberian, Shawn Morris and Dr. Jaewon Ryu. Dr. Jaewon Ryu is the Chair of our Compliance Committee. Our Compliance Committee is responsible for, among other things:

Our Compliance Committee held five meetings during 2025, including one joint meeting with the Audit Committee covering matters of mutual interest and responsibility. The written charter of our Compliance Committee is also made available at our investor relations website at www.ir.priviahealth.com. Our website is not part of this proxy statement.

Management Development and Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent so that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management, as well as our leaders directly under our executive officers. The Board discusses management development and succession planning at least annually. In evaluating potential successors, the Board prioritizes candidates with an understanding of our value-based care approach to healthcare. The successful CEO and General Counsel succession processes in 2023 and 2024, respectively, reflect the execution of thoughtful, well-coordinated CEO and executive officer succession plan overseen by the Board.

Identifying and Evaluating Director Nominees

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third party search firms to identify director candidates. The Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates to the Board for approval as director nominees for election to the Board.

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director, such as professional search firms and the relationships of current directors. In the case of a search firm, the Nominating and Corporate Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Nominating and Corporate Governance Committee generally provides the search firm with guidance as to the qualifications, qualities and skills that the Nominating and Corporate Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Nominating and Corporate Governance Committee’s consideration.

Director Qualifications

The Nominating and Corporate Governance Committee, in recommending director candidates for election to the Board, will consider all pertinent factors that it considers appropriate and believes that candidates must have a high level of personal and professional integrity, strong ethics and values and the ability to understand the industry of the Company. In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor

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BOARD COMMITTEES

that they deem to be relevant: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to the affairs of the Company; (iii) demonstrated excellence in his or her field; (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; (vi) having a diverse personal background, perspective and experience; and (vii) having the commitment to rigorously represent the long-term interests of the Company’s stockholders.

The Nominating and Corporate Governance Committee considers not only an individual’s qualities, performance and professional responsibilities, but also the composition of the Board and the needs of the Board at that time. Our Nominating and Corporate Governance Committee considers a broad range of backgrounds, skills, characteristics, and experiences, and may consider such factors as it deems appropriate to maintain an appropriate balance of knowledge, experience, viewpoints, and capability. In the case of incumbent directors our Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also evaluates and recommends to the Board whether nominees are independent for purposes of Nasdaq and SEC rules.

Board Skills Matrix

The table below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight. This table is intended to provide a summary of our directors’, including our director nominees’, qualifications and is not a complete list of each director or director nominee’s strengths or contributions to the Board. Additional details on each director’s, or director nominee’s, experiences, qualifications, skills, characteristics, and attributes are set forth in their biographies.

The Nominating and Corporate Governance Committee conducts annual evaluations of our Board effectiveness, including a written questionnaire and an individual director interview with the Board’s independent Chair. These robust annual evaluations provide it with an opportunity to examine whether our Board members have the right composition of skills, experiences, and characteristics. As part of our commitment to regularly reviewing the composition of our Board, since our initial public offering, we have seated six new directors, and nominated a seventh for election at the Annual Meeting, to help drive our strategic business initiatives and position the company for long-term growth. We expect to continue to regularly review our Board composition in order to maintain a Board whose composition and qualifications remains reflective of our business and ownership.

Stockholder Recommendations for the Board

Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to Privia Health Group, Inc., 950 N. Glebe Rd., Suite 700 Arlington, VA 22203, Attention: General Counsel, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (Exchange Act) no later than March 21, 2027. However, we note that this date does not supersede any of the requirements or timing set forth in our Bylaws.

To make a nomination for the 2026 Annual Meeting, please refer to the requirements specified in the section of this Proxy Statement entitled “Other Matters – Stockholder Proposals.”

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PROPOSAL NO.2 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21 under the Exchange Act and as required pursuant to Section 14A of the Exchange Act, the Company requests that our stockholders cast a non-binding, advisory vote to approve the compensation of our named executive officers as described in the section titled “Compensation Discussion and Analysis,” the compensation tables and the accompanying narrative disclosure contained in this proxy statement.

As described in detail under the heading “Compensation Discussion and Analysis—Executive Compensation Objectives and Philosophy,” our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success. Please read the section entitled “Compensation Discussion and Analysis” for additional details about our executive compensation programs. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, provides our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices for named executive officers described in this proxy statement. Accordingly, we are asking our stockholders to vote “FOR” the following advisory resolution at the Annual Meeting:

RESOLVED that the Company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider our stockholders’ views regarding our executive compensation programs. The Board values constructive dialogue on executive compensation and other significant governance topics with the Company’s stockholders and encourages all stockholders to vote their shares on this important matter.

At our 2023 Annual Meeting of Stockholders, held on May 24, 2023, our stockholders recommended an annual say-on-pay vote, and our Board of Directors subsequently adopted that recommendation. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2027 Annual Meeting of Stockholders.

Vote Required

This proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

		The Board of Directors recommends a vote “FOR” the approval, on an Advisory (non-binding) basis, of the compensation of Our Named Executive Officers.

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PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed PricewaterhouseCoopers LLP, or PwC, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2026. During our fiscal year ended December 31, 2025, PwC served as our independent registered public accounting firm.

Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Our Audit Committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of PwC, our Board may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our Company by PwC for our fiscal years ended December 31, 2025 and 2024:

Auditor Independence

In our fiscal year ended December 31, 2025, there were no other professional services provided by PwC, other than those listed above, that would have required our Audit Committee to consider their compatibility with maintaining the independence of PwC.

Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the Audit Committee.

The Audit Committee at least annually reviews and provides general pre-approval for the services that may be provided by the independent registered public accounting firm; the term of the general pre-approval is 12 months from the date of approval, unless the Audit Committee specifically provides for a different period. If the Audit Committee has not provided general pre-approval, then the type of service requires specific pre-approval by the Audit Committee.

The Audit Committee may delegate pre-approval authority to one or more Audit Committee members so long as any such pre-approval decisions are presented to the full Audit Committee at its next scheduled meeting. The annual audit services, engagement terms, and fees are subject to the specific pre-approval of the Audit Committee. All services performed and related fees billed by PwC during fiscal year 2025 and 2024 were pre-approved by the Audit Committee pursuant to regulations of the SEC.

Vote Required

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions will have no effect on the outcome of this proposal.

		The Board of Directors recommends a vote “FOR” The Ratification of The Appointment of PwC As Our Independent Registered Public Accounting Firm.

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REPORT OF THE AUDIT COMMITTEE

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from and discussed with the Company’s independent registered public accounting firm the matters that they are required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by applicable requirements of the PCAOB describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Thomas McCarthy (Chair)

Lance Berberian

Nancy Cocozza

David Wichmann

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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our Commitment to Corporate Responsibility and Sustainability

At Privia Health, we are dedicated to operating responsibly and sustainably as a key part of our corporate mission and business strategy. We believe doing so creates long-term value for our business, our stockholders and society. In the last five years, we made significant and continuing progress toward the execution of our corporate responsibility programs and sustainability practices. Our initiatives, progress and ongoing commitments are summarized below, categorized into five key tenets that are important to our business: Operate with Integrity; Put People First; Contribute Positively to Our Communities; Support Robust Corporate Governance; and Sustain Sound Environmental Stewardship.

Operate with Integrity

At Privia Health, our mission is to transform healthcare—enabling doctors and their care teams to focus on keeping people healthy. Each day, patients, families, and communities trust that we will deliver on our mission through ethical, honest, and compliant business operations. We take this responsibility seriously and have built a robust compliance and ethics program to assist our employees, medical groups, contractors, vendors and providers to comply with an increasingly complex and changing legal and regulatory landscape impacting our business and operations. Our compliance and ethics program encompasses our code of conduct, our privacy and security programs, annual training standards including cultural competence training for affiliated practices, and keeping the company and our stakeholders apprised of legal and regulatory changes impacting our business and operations. Our compliance and ethics program also provides a process whereby stakeholders have a variety of means to raise, in good faith, any compliance concerns that they may have without fear of retaliation, including reporting anonymously through our Ethics Line, which is managed by an independent third party, if they so choose.

Information and Cybersecurity Risk Management and Strategy

Our approach to risk management, including cybersecurity risk, is designed to identify, assess, prioritize and manage major risk exposures that could affect our ability to execute our corporate strategy and fulfill our business objectives. Our cybersecurity risk management program is designed based on industry standards and informed by the National Institute of Standards and Technology Cybersecurity Framework. We perform risk assessments in which we map and prioritize identified cybersecurity risks, including risks associated with our use of third- and fourth-party vendors, medical groups, Privia providers and affiliated practices, based on probability, immediacy and potential magnitude. These assessments inform our cybersecurity risk management strategies and oversight processes, and we view cybersecurity risks as one of the key risk categories we face.

Our processes for assessing, identifying and managing cybersecurity risks and vulnerabilities are embedded across our business as part of our ERM program. Among other things, we regularly engage with internal and external cybersecurity assessors, consultants and auditors to enhance our cybersecurity risk management strategies, review compliance with evolving standards and evaluate the effectiveness and maturity of our controls and perform regular internal and external risk assessments including those required by the Health Insurance Portability and Accountability Act of 1996, as amended from time to time (collectively, “HIPAA”); provide annual mandatory privacy and security training for all employees; perform technical testing and penetration testing to validate the effectiveness of our cybersecurity program; and perform simulated breach testing and tabletop exercises to simulate responses to information security incidents. We have established processes to oversee and manage risks associated with our third- and certain fourth-party vendors, including regular security assessments and compliance reviews. We use the findings from these and other processes to assess our information and cybersecurity practices, procedures and technologies, including for potential enhancements to our risk mitigation strategies. Our Cybersecurity Incident Response Plan (“CSIRP”), which includes processes to detect triage, assess the severity of, escalate, contain, investigate and resolve or mitigate cybersecurity incidents, as well as to comply with applicable legal obligations and mitigate brand and reputational damage. In addition, we maintain cyber liability insurance to protect against potential losses arising from cybersecurity incidents. In 2025, we did not identify any cybersecurity threats or incidents, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents or provide assurances that we have not experienced an undetected cybersecurity threat or incident.

Information and Cybersecurity Governance and Oversight

Our Board is responsible for overseeing risk management at Privia Health and, as part of this responsibility, the Board, assisted by its committees, exercises oversight over our ERM program which is designed and implemented by management. As part of its broader risk oversight activities, the Board oversees risks from cybersecurity threats, both directly and through the Audit Committee and Compliance Committee. The Compliance Committee is responsible for reviewing data security programs, including cybersecurity and procedures regarding disaster recovery and critical business continuity. The Compliance Committee is also responsible for reviewing Privia Health’s programs and plans established by management to monitor compliance with data security compliance programs and test preparedness. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance, and discusses with management policies and practices with respect to risk assessment and risk management.

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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

The Compliance Committee receives quarterly reports from the Chief Information Security Officer (“CISO”) and Privacy Officer on information security risks, including cybersecurity incidents or privacy events, relevant information about the cybersecurity threat landscape, and updates on our cybersecurity risk management strategy and any potential issues. The Compliance Committee reports to the Audit Committee at each regularly scheduled meeting of the Audit Committee, and the Compliance and Audit Committee meet periodically in joint session to discuss matters of joint interest and responsibility, such as cybersecurity risks. In addition, the full Board receives periodic briefings on cybersecurity risks from the CISO.

Our CISO, who leads our information security team and reports to our Chief Technology Officer, is responsible for day-to-day identification, assessment and management of the information security risks we face. The CISO provides monthly information and cybersecurity updates to a cross-functional team of executive leaders, who prioritize risks and risk mitigation activities. The CISO has held executive technology leadership roles within health systems and physician groups for over 15 years, including Chief Technology Officer, Chief Information Officer, and Chief Information Security Officer. The information security team works with our broader technology team, as well as our compliance and legal teams, to align operations and technology developments with cybersecurity program objectives.

In addition, we maintain processes for managing incident assessment and internal escalation. We have established a Cybersecurity Incident Response Team (“CSIRT”), which is responsible for (1) responding to cybersecurity incidents, (2) maintaining our CSIRP that is regularly updated in response to organizational changes, technical changes, changes to the threat landscape or in response to active or previous cybersecurity incidents, and (3) monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents. The CSIRT is comprised of the CISO and other key members of management, including the Privacy Officer, Chief Technology Officer, Chief Audit and Compliance Officer, General Counsel and other members of management and our technical response teams as necessary to appropriately respond to an incident, including mitigation, remediation and any required or recommended disclosure of an incident. Furthermore, as part of management’s oversight of information and cybersecurity risks, we maintain a Third Party Access Committee, comprised of our CISO, Privacy Officer, Chief Technology Officer, and colleagues drawn from across the organization, including our technology, compliance and legal teams, which is responsible for reviewing and monitoring compliance for third- and certain fourth-party requests for and access to certain Company data and information. Privia Health is committed to maintaining the privacy and security of protected health information (“PHI”) housed on our information technology platform. We are committed to complying with HIPAA, including: (i) providing patients with Notices of Privacy Practices, (ii) implementing physical, technical, and administrative safeguards designed to protect PHI; (iii) conducting HIPAA-related training for our workforce; and (iv) providing appropriate notifications in the event of a breach of PHI. We also take steps to provide our patients with prompt access to their health-related information as required by HIPAA and the Information Blocking Rule. Privia Health’s commitment to HIPAA compliance evolves as new technology services are added, and we evaluate our processes and procedures to adapt to new business endeavors and mitigate known security risks.

Put People First

At Privia Health, our employees are committed to improving patient care through their support of the physicians, providers, and practice location staff. The Company’s Nominating and Corporate Governance Committee assists the Board in its oversight of talent management, including corporate culture, employee experience, recruiting, retention, attrition, career development and progression, succession, and employee relations.

Privia Health has been honored to be named a Top Workplace every year since 2021 by Energage locally and nationally both as a large-size company and a healthcare organization. In 2025, we earned additional culture excellence awards from other organizations and publications, including US News and World Report, highlighting our efforts in employee experience, engagement practices, employee wellbeing, professional development, purpose and values, leadership, innovation, compensation and benefits, and work-life flexibility.

Privia Health is dedicated to providing employees with opportunities for learning and career advancement. In support of this ongoing strategic corporate objective to support our employees’ career goals, we use employee feedback to determine our focus and investment from year to year. To that end, we continue to expand our offering of career advancement, leadership development and retention programs including:

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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our HR Business Partners work closely with people managers to understand the individual career goals of their employees and identify formal learning and engagement opportunities to support the achievement of those goals. Our 360 degree performance review includes sections to identify where the individual wants to focus their growth for the next year so we are meeting the employees where they are.

Employee Experience

At Privia Health, we value all of our employees and the exceptional talent they bring to our organization in support of our physicians, providers, affiliated practice location staff, and patients. We consider our workforce to be a collection of individual people rather than a general population of workers. Because of this, our approach to policies and benefits allows flexibility for individual circumstances. Within our Policy Guide, we offer flexible work alternatives and empower people managers to coordinate with HR Business Partners to identify short-term solutions to meet business needs when employees need to be out.

We are committed to providing an equal employment opportunity to everyone. As part of our annual compliance training, we provide annual, mandatory anti-harassment and non-discrimination training to all employees and people managers.

In an effort to address a wide variety of the themes associated with employee experience, we established a set of strategic priorities related to our talent retention and recruitment objectives, which are continuously refined and include:

Employee Engagement Groups

Since 2019, Privia Health employees have been participating in employee-led engagement groups which are intended for employees to connect over shared interests, experiences, and hobbies. These groups provide the opportunity for relationship-building across teams and departments in our geographically dispersed and largely virtual workplace. Engagement groups meet formally on a regular schedule and utilize internal communication tools to network and socialize informally anytime.

Commitment to Our People

Our mission is to attract, develop, and retain top talent. We strive for transparency and accountability so that each and every employee can bring their full self to work. We regularly scrutinize our job descriptions, education and experience requirements, and physical demands to ensure we are not creating any unnecessary barriers for qualified applicants. Annually, the People Operations team works with the leaders of the engagement groups to review and enhance our policies, processes, and benefits to address the evolving needs of our workforce.

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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

In order to develop a competitive workforce, Privia Health is focused on strategic objectives, including:

The responses to exit interviews, onboarding surveys, ongoing feedback, and the annual engagement survey drive the areas of focus and programming to address opportunities. We set baselines and use these trend lines to monitor the impact of our efforts, always striving to maintain or improve our engagement scores. In 2025, our engagement survey with 91% participation indicated that we are maintaining our “favorable” engagement score which is 22 points above the sector benchmark. The engagement score reflects the responses to questions about referring candidates, motivation, and loyalty.

Contribute Positively to Our Communities

We collaborate with physician practices, health plans, and health systems to achieve the quadruple aim of better outcomes, lower costs, improved patient experience, and happier and more engaged providers We seek to accomplish the quadruple aim by entering markets and organizing existing physicians and non-physician clinicians into a practice model that combines the advantages of a partnership in a large regional medical group with significant provider autonomy for the physicians and non-physician clinicians in our medical groups. We organize physicians into cost efficient, value-based and primary-care centric networks bolstered by strong physician governance, and promote a culture of physician leadership. We enhance the patient experience, improve practice economics and influence point of care delivery through investments in data analytics, revenue cycle management, practice and clinical operations and payer alignment.

We believe our business aligns with the direction healthcare is headed, including (1) a macro shift towards value-based care models that focus on delivering coordinated, high quality care at lower total costs, (2) a greater focus on the patient experience and (3) a focus on optimizing provider workflow and bringing back the joy of practicing medicine. Our value proposition and comprehensive solution set address needs across the spectrum of physician practices. Supporting physicians is foundational to our business, and as part of our business model, we are committed to creating opportunities for access to healthcare. For example, in 2023, we acquired the Walla Walla Clinic in Washington state, our first medical group designated a Rural Health Clinic.

Our business model supports small businesses, specifically independent physician practices which are foundational to local communities. Our culture, our strategies, and our employees are local. We encourage and actively support our employees to have a meaningful and positive impact on their communities and contribute to charitable causes by giving their time, talents and money. We coordinate fundraising and hands-on activities and offer paid time off for volunteer activities. Because we believe in the importance of voting in both local and national elections, we provide paid time off for everyone to perform this important civic duty.

The Company supports various charitable organizations throughout the year, focusing our efforts on support for the communities in which our physicians practice. In an effort to provide support to employees in times of a weather event or natural disaster, we have a communication protocol we activate. In advance of an anticipated weather event, we reach out to all employees and our practices in the area of impact to provide resources and support for appropriate disaster preparation and maintain contact with them throughout the event and until they are fully recovered.

Support Robust Corporate Governance

Our employees, providers and affiliated practice location employees play a vital role in our organization, and our compliance and ethics program, including our code of conduct, privacy and security programs, and policies and procedures reflect our values and apply to every employee, regardless of job titles. Our compliance and ethics program serves as the underlying infrastructure to support these efforts, as well as our culture of risk management. We conduct risk-based audits and training and incorporate risk tolerance considerations into the Company’s growth and business development plans and service offerings.

Our Board has adopted Corporate Governance Guidelines that govern the operations of the Board and its committees and address matters such as director responsibilities and qualifications, committee membership and structure, board composition and structure, company performance and strategy, director compensation, director tenure and retirement, communications with outside parties and the annual self-evaluation of the Board and its standing committees. Our Corporate Governance Guidelines form an important and flexible framework for the Board’s corporate governance practices and guide the Board in the execution of its responsibilities and oversight of the Company and its long-term strategy and performance.

Sustain Sound Environmental Stewardship

We have a climate regulation working group drawn from relevant stakeholders across the Company. The working group is tasked with tracking and responding to new climate reporting regimes that could or will impact the Company, such as California’s Climate-Related Financial Risk and Climate Corporate Data Accountability Acts. The working group’s outputs are shared with and overseen by a dedicated Company task force.

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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our Purchasing Department works to provide discounted pricing to care centers from certain sustainable vendors, including vendors offering medical supplies and equipment, medical and e-waste management services and laundry services; annually, the Purchasing Department reviews corporate responsibility reports for these vendors to understand how they actively demonstrate sustainability and efficiency in their operations. Our Purchasing Department also works with vendors to share information about more sustainable and efficient products and services with care centers.

Additionally, we maintain an e-waste recycling program that includes the use and deployment of refurbished technology where appropriate. Where possible, our Purchasing Department reviews the frequency of orders being placed by care centers for their medical supplies, and encourages care centers with a high frequency of orders to consolidate orders for purposes of fuel efficiency.

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EXECUTIVE OFFICERS

The following table sets forth information regarding the executive officers of Privia Health Group, Inc. as of March 23, 2026:

The experience of Mr. Mehrotra, who also serves as a director, is set forth under “PROPOSAL NO. 1—ELECTION OF DIRECTORS—Nominees for Directors and Continuing Directors”.

David Mountcastle joined Privia Health in June 2014 as VP of Finance, served as our Chief Financial Officer from June 2016 through January 2022 and resumed this office as of March 2022. Prior to his role at Privia Health, Mr. Mountcastle was the Chief Financial Officer at Brainware Inc., held multiple senior finance roles at iDirect, Inc., was a regional Chief Financial Officer for Coventry and held multiple senior regional finance roles with United Healthcare. Mr. Mountcastle started his career with Ernst & Young in their Entrepreneurial Services Division. Mr. Mountcastle received an M.B.A. with dual concentration in Finance and Information Systems from Virginia Commonwealth University and a BBA in Accounting Information Systems from James Madison University. Mr. Mountcastle has been a CPA since 1992.

Edward C. Fargis was appointed as the Company’s Secretary and Executive Vice President and General Counsel with employment beginning effective January 29, 2024. Mr. Fargis was most recently Executive Vice President, Corporate Strategic Transactions, for Zelis Parent, L.P., a market-leading healthcare technology company, and previously held the roles of Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary for Zelis between September 2017 and January 2022. Prior to joining Zelis, Mr. Fargis served as General Counsel, Secretary and Chief Compliance Officer for Personal Touch Home Health, Inc. Mr. Fargis also held various executive and other senior leadership positions for Touchstone Health Partnership, Inc. from November 2009 to December 2016, including the roles of Chief Executive Officer, General Counsel, Secretary and Chief Compliance Officer. Mr. Fargis began his legal career with Battle Fowler LLP. He received a J.D. from Fordham University School of Law and a B.A. in History from Hamilton College.

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COMPENSATION DISCUSSION AND ANALYSIS

General

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview and analysis of the compensation awarded to or earned by our NEOs identified in the Summary Compensation Table below during fiscal year 2025, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal year 2025 and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2025, are:

Executive Summary

2025 Performance Highlights and Pay for Performance.

Our executive compensation programs are intended to deliver pay in accordance with corporate and individual performance, rewarding exceptional performance and providing consequences for underperformance. We believe that the compensation of our NEOs for fiscal year 2025 was aligned with the Company’s performance during 2025. Below are highlights of the Company’s performance in 2025, including Practice Collections, Adjusted EBITDA, Implemented Providers, Attributed Lives (each of which are described in our Annual Report on Form 10-K) and new market openings, which were the financial and business performance metrics included in our corporate scorecard goals used for the Company’s executive compensation programs:

Adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A for a reconciliation of Adjusted EBITDA to its most closely comparable financial measures calculated in accordance with GAAP. This non-GAAP financial measure is not a substitute for or superior to the comparable financial measures under GAAP.

2025 Compensation Highlights.

Consistent with our compensation philosophy, key compensation decisions for 2025 included the following:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

Executive Compensation Objectives and Philosophy

The Compensation Committee’s goal is to create a compensation program that supports the Company’s mission, vision, and equitable treatment of all employees.

Our executive compensation program is designed to:

In general, we strive to provide total compensation that meets the market median when executive officers are consistently meeting the full expectations of their role. Executive officers may be compensated above or below the targeted market position based on factors such as experience, performance, scope of position and the competitive demand for proven executive talent, as described further below under “Determination of Executive Compensation.”

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COMPENSATION DISCUSSION AND ANALYSIS

Determination of Executive Compensation

Role of Board of Directors/Compensation Committee/Executive Officers

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and approves or makes recommendations to the Board, as appropriate, with respect to the compensation to be provided to our NEOs.

In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our CEO (other than with respect to the CEO’s own compensation) and our Chief People Officer, current and prior total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, our performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our CEO’s recommendations are based on his evaluation of each other NEO’s individual performance and contributions, of which our CEO has direct knowledge.

Role of Compensation Consultant

In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. Korn Ferry served as the Compensation Committee’s consultant from September 2021 until September 2025. Starting in September 2025, the Compensation Committee engaged WTW as its new compensation consultant. Other than services provided to the Board, neither Korn Ferry nor WTW provided any services to the Company or its affiliates during 2025.

The Compensation Committee has evaluated both Korn Ferry’s and WTW’s independence pursuant to the requirements of Nasdaq and SEC rules, including consideration of the independence factors prescribed by the SEC and Nasdaq to assess the independence of compensation consultants. In assessing the compensation consultants’ independence from management in providing executive and director compensation services to the Compensation Committee, the Compensation Committee also considered that, with respect to such services, the compensation consultant is engaged by, takes direction from, and reports to the Compensation Committee, and only the Compensation Committee has the right to terminate or replace its compensation consultant at any time. Based on its review, the Compensation Committee has determined that each of Korn Ferry and WTW is independent and does not have any conflicts of interest in advising the Compensation Committee on executive and director compensation matters. The independence of the compensation consultant is reviewed on an annual basis along with the fees spent on services provided by such compensation consultant and their affiliates.

Peer Group

In consultation with its compensation consultant, in early 2024, our Compensation Committee selected a peer group of publicly traded companies similarly situated in size and industry profile to Privia Health (the “Peer Group”) as follows:

The Compensation Committee’s compensation consultant provided an analysis of data derived from (i) members of the Peer Group and (ii) relevant compensation surveys. For 2025, the Compensation Committee used such analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of competitive data, it believes such data is a useful guide for its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

The Compensation Committee reviews the Peer Group periodically and makes adjustments that it deems are appropriate or necessary, for example as a result of business combinations and other changes. In 2025, Premier, Inc. was taken private, and the Compensation Committee adjusted its peer group to (1) remove Accolade, Inc., Health Catalyst, Claritev Corporation, Goodrx Holdings, Inc., and Surgery Partners and (2) add Chemed Corporation, Clover Health Investments Corp., Omnicell, Inc., Option Care Health, Inc., Pediatrix Medical Group, Inc., and Progyny, Inc.in order to continue to align the Company’s Peer Group with its business model, revenue and market capitalization.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

The primary elements of our NEOs’ compensation and the main objectives of each are:

In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis and terms as our other employees. We also maintain severance arrangements, which aid in attracting and retaining executive talent. Each of these elements of compensation for 2025 is described further below.

Base Salary

The base salaries of our NEOs are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Base salaries provide our NEOs with a reasonable degree of financial certainty and stability. Our Compensation Committee annually reviews and determines the base salaries of our executives and evaluates the base salaries of new executive officers at the time of hire. In connection with such review, as informed by market rates, assessments of individual performance, and the advice of the Compensation Committee’s independent compensation consultant, the Committee determined to increase the base salaries of the NEOs in early 2025.

Following such determinations, our NEOs’ base salaries are as set forth below:

Cash Incentive Compensation

We consider annual cash incentive bonuses to be an important component of our total compensation program that provide incentives necessary to motivate and retain executive officers. We maintain an annual performance-based cash bonus program in which each of our NEOs participated in 2025. Each such NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In fiscal 2025, our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary:

The target bonuses for Mr. Mountcastle and Mr. Fargis for 2025 were consistent with their target bonuses for 2024. As part of its overall compensation review as informed by market rates, assessments of individual performance, and the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee reviewed and determined to increase Mr. Mehrotra’s target annual bonus for 2025 to 125% of his base salary.

Our Compensation Committee, based upon the recommendation of our CEO, establishes company performance goals each year that it determines are rigorous yet achievable for management and, at the completion of the year, determines actual bonus payouts after assessing company performance against these goals. Payment of the annual performance-based bonus is generally subject to the NEO’s continued employment with us on the date such bonuses are paid.

The corporate scorecard metric with respect to 2025 bonuses included a variety of financial, operational and strategic performance criteria. Bonus payouts under the corporate scorecard metric are determined using a range of threshold to maximum achievement levels, which range from 50% to 150% of target amounts (other than the “Inorganic Growth” metric, which commences payout at 110% with one new market opened and at 150% with two new markets opened). For payouts under the 2025 cash incentive bonus program, the Compensation Committee instituted a cap on the maximum achievement levels of 150% of the target amounts. As a result, payout of 2025 bonuses may not exceed 150% of target.

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COMPENSATION DISCUSSION AND ANALYSIS

The following are the key metrics we used in our annual bonus program for 2025:

The graphic below shows the 2025 corporate scorecard goals established by the Compensation Committee, their relative weighting, and level of achievement for each goal for 2025 as approved by the Compensation Committee.

For 2025, the Compensation Committee included a qualitative stakeholder satisfaction metric, similar to our previous ESG modifier, with a 5% weighting that is comprised of three elements: (i) employee engagement, measured through improving and maintaining our Employee Net Promoter Score; (ii) physician engagement, measured through improving and maintaining our provider retention rate and (iii) individual, qualitative goals related to the Company’s ability to attract, develop and retain talent to deliver on our mission, strategy and values.

2025 Bonus Payout Results

The Compensation Committee recognized the NEOs’ contributions towards company performance in 2025, including being awarded top workplaces accolades, maintaining our provider retention rate, continuing to enhance our public company best practices, policies, and procedures, and exceeding financial metrics. The Compensation Committee awarded bonuses to each NEO at 150% of target, consistent with the corporate scorecard achievement level.

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COMPENSATION DISCUSSION AND ANALYSIS

Equity-Based Long-Term Incentive Awards

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. The Compensation Committee considers its compensation consultant’s market pay analysis and internal equity considerations when determining the value of equity-based awards to grant to NEOs.

Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to align the incentives of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay.

2025 Long-Term Incentive Program

In 2025, the Compensation Committee adopted our 2025 Long-Term Incentive Program, which is a continuation of the framework adopted in early 2023 and continued in 2024 for granting long-term incentives to our executive officers and other employees.

In accordance with the framework of the 2025 Long-Term Incentive Program, our NEOs received 60% of their 2025 annual equity award in the form of PSUs and 40% of their 2025 annual equity award in the form of RSUs. The PSUs are eligible to vest between 0% and 200% of the target number based on the achievement of certain company-wide performance metrics over the three-year period beginning on January 1, 2025 and ending on December 31, 2027, subject to adjustment based on a total shareholder return (“TSR”) modifier, as well as the NEO’s continued service with the Company (the “Annual PSUs”). In no event will the Annual PSUs pay out at greater than 200% of the target number granted. The RSUs vest in equal installments on each of the first three anniversaries of the grant date, subject to the NEO’s continued service with the Company.

The Annual PSUs granted to our NEOs in 2025 are eligible to be earned 50% based on the achievement of cumulative Practice Collections and 50% based on the achievement of cumulative Adjusted EBITDA metrics (each as described above under “Cash Incentive Compensation”) over the cumulative three-year performance period ending December 31, 2027, subject to adjustment based on a TSR modifier. The cumulative financial metrics are based on annual targets, and the applicable targets for fiscal year 2025 were established by the Compensation Committee as follows: (a) Practice Collections – threshold of $2.71 billion, target of $3.19 billion and maximum of $3.67 billion; and (b) Adjusted EBITDA – threshold of $80.7 million, target of $107.6 million and maximum of $134.5 million. The achievement of the metrics will be determined by the Compensation Committee on a cumulative basis at the end of the three-year performance period as follows:

If achievement of the Practice Collections or Adjusted EBITDA metrics is between two levels, the Company will apply linear interpolation in order to determine the applicable vesting percentage of the Annual PSUs. The Annual PSUs will not vest if a GAAP Revenue cumulative target for 2025 and 2026 of greater than $2 billion is not achieved, regardless of the achievement of the cumulative Practice Collections and Adjusted EBITDA metrics.

Following a determination of the number of Annual PSUs eligible to be earned based on the actual achievement of the cumulative Practice Collections and Adjusted EBITDA metrics, the total number of Annual PSUs earned will be determined based on the application of a TSR modifier. The TSR modifier will result in an increase or decrease to the total number of earned Annual PSUs by 15% (but in no event will more than 200% of target Annual PSUs be earned) based on the Company’s TSR for the three-year

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COMPENSATION DISCUSSION AND ANALYSIS

performance period as compared to the TSRs of the companies comprising the S&P’s Healthcare Services Select Industry Index over the same performance period (“Relative TSR”), as follows:

2025 PSU and RSU Grants

We made the following grants of PSUs and RSUs to our NEOs in 2025. None of the NEOs received stock options in 2025.

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COMPENSATION DISCUSSION AND ANALYSIS

2026 Compensation Decisions and Performance Results for 2023 PSUs

2026 Compensation Decisions

In connection with the Compensation Committee’s annual review of base salaries of our executives, including in light of the Company’s growth, performance and continuing maturity as a public company and as informed by market rates, assessments of individual performance, and the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee determined in early 2026 to increase the base salaries of the NEOs, while continuing to emphasize performance-based, at-risk compensation. The base salaries of the NEOs increased to $725,000 for Mr. Mehrotra, $415,000 for Mr. Mountcastle, and $410,00 for Mr. Fargis. Additionally, as part of the overall compensation review, the Compensation Committee reviewed annual bonus and long-term incentive targets and determined to increase the target annual bonuses and long-term incentive targets for Mr. Fargis. Mr. Fargis’s target annual bonus increased to 65% of his base salary and the total long-term incentive target for 2026 for Mr. Fargis increased to $1,600,000.

Performance Results for the PSUs Granted in 2023

The PSUs granted to our NEOs in 2023 (the “2023 PSUs”) were eligible to be earned 50% based on the achievement of cumulative Practice Collections and 50% based on the achievement of cumulative Adjusted EBITDA metrics over the three-year performance period ending December 31, 2025, provided that cumulative GAAP Revenue for 2023 and 2024 was greater than $2 billion. Consistent with the 2025 Annual PSUs, the 2023 PSUs were subject to a TSR modifier relative to the companies comprising the S&P’s Healthcare Services Select Industry Index. Cumulative GAAP Revenue for 2023 and 2024 was $3.4 billion, and the achievement of the metrics for the 2023 PSUs were determined by the Compensation Committee on a cumulative basis at the end of the three-year performance period as follows:

The Cumulative GAAP Revenue target was achieved, and based on actual Practice Collections results for the performance period of 104.3% of target and actual Adjusted EBITDA results for the performance period of 107.2%, as well as Relative TSR for the performance period at the 48th percentile, the achievement of metrics for the 2023 PSUs were determined to have been satisfied, with performance at 128.7% of target. As a result, the 2023 PSUs granted to Mr. Mehrotra and Mr. Mountcastle vested at 128.7% of target, with Mr. Mehrotra receiving 141,948 shares in respect of the 2023 PSUs and Mr. Mountcastle receiving 42,584 shares in respect of the 2023 PSUs. Mr. Fargis joined the Company in January 2024 and did not receive a 2023 PSU award.

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COMPENSATION DISCUSSION AND ANALYSIS

Other Policies and Considerations

Stock Ownership Guidelines and Holding Requirements for Directors and Executive Officers

Director Stock Ownership and Holding Requirements

The Board established stock ownership guidelines for our non-employee directors to encourage them to maintain a meaningful ownership stake in the Company in order to ensure alignment with the stockholders that they represent and further promote the Company’s commitment to sound corporate governance. Each non-employee director is expected to acquire and hold Privia Health common stock equal in value to at least five times his or her annual cash Board retainer fee (excluding any additional fees paid to directors in specific leadership roles or for committee membership). For purposes of meeting these requirements, ownership includes not only shares owned directly by the director, but also RSUs and restricted stock awarded under our long-term incentive equity plans. Compliance with the ownership level is expected to occur by the fifth anniversary of a director’s initial election to the Board. All of our directors are in compliance with the stock ownership guidelines or remain within the five-year period for fulfilling the ownership requirements.

Executive Officer Stock Ownership and Holding Requirements

The Board established stock ownership guidelines for our executive officers to encourage them to maintain a meaningful ownership stake in the Company in order to ensure alignment with the stockholders that they represent and further promote the Company’s commitment to sound corporate governance. Each executive officer is expected to acquire and hold Privia Health common stock equal in value to the multiple of his or her annual base salary as set forth in the table below. The multiple for Mr. Mehrotra is six, and the multiple for Mr. Mountcastle and Mr. Fargis is three. For purposes of meeting these requirements, ownership includes only shares of common stock held directly or indirectly by the executive officers and does not include any RSUs or other equity awards granted under our long-term incentive equity plans. Compliance with the ownership level is expected to occur by the fifth anniversary of the adoption of the guidelines, or, if later, the fifth anniversary of his or her appointment as an executive officer. All of our executive officers are either in compliance with the stock ownership guidelines or remain within the five-year period for fulfilling the ownership requirements. Once the executive officer’s ownership multiple is attained, they are required to maintain such ownership multiple.

Anti-Hedging Policy. Our Board has adopted an Insider Trading Compliance Policy. Pursuant to this policy, employees, officers and directors are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. Directors, officers and employees are also prohibited from shorting the Company’s stock.

Anti-Pledging Policy. Our Board has adopted an Insider Trading Compliance Policy. Pursuant to this policy, employees and directors are prohibited from pledging Company securities in any circumstance, including by purchasing Company securities on margin or holding Company securities in a margin account.

Clawback Policies. Effective October 2, 2023, as required by SEC rules and in order to encourage sound financial reporting, we adopted a mandatory clawback policy applicable to all current and former officers of the Company, as defined in Rule 10D-1(d) of the Exchange Act, including our executive officers. The Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Mandatory Clawback Policy”) provides that, in the event we are required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, the Company will recover the portion of any incentive-based compensation awarded to any current or former officer that is in excess of the amount of incentive-based compensation such officer would have received based on the restatement. Such recovery is required, regardless of whether the officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement. The Mandatory Clawback Policy applies to all incentive-based compensation (including cash bonuses and equity awards) that is granted, earned or vested based wholly or in part upon the attainment of one or more financial measures. In order to further enhance individual accountability, we also adopted the Discretionary Policy for Recovery of Incentive Compensation (the “Discretionary Clawback Policy”), effective November 29, 2023, which is applicable to all of our employees, including our executive officers, and provides the Company with the ability to claw back incentive compensation (including cash bonuses and time-based and performance-based equity awards) if it is determined that an employee engaged in any misconduct or took excessive risk outside the bounds of our risk governance structure.

Section 162(m). Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us.

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COMPENSATION DISCUSSION AND ANALYSIS

Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

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COMPENSATION COMMITTEE REPORT

The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates it by reference into such filing.

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis section in this Proxy Statement with management. Based upon such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Compensation Committee:

Pamela Kimmet (Chair)

David King

David Wichmann

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EXECUTIVE COMPENSATION TABLES

2025 Summary Compensation Table

The following table sets forth information concerning the compensation paid to our NEOs during our most recently completed fiscal years ended December 31, 2025, 2024 and 2023.

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EXECUTIVE COMPENSATION TABLES

Grants of Plan-Based Awards in Fiscal 2025

The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.

Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

Summary of Executive Compensation Arrangements

We have entered into employment agreements with our NEOs, the terms of which are summarized below.

Employment Agreement with Parth Mehrotra

On March 3, 2025, the Company amended Mr. Mehrotra’s employment agreement, dated January 1, 2018 (as previously amended on April 1, 2020, April 16, 2021, August 10, 2022 and June 23, 2023), (collectively, the “Mehrotra Agreement”). The Company may terminate the Mehrotra Agreement at any time, with or without cause (as defined in the Mehrotra Agreement), and Mr. Mehrotra may terminate the Mehrotra Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Mehrotra Agreement).

The Mehrotra Agreement, provides for an annual base salary of $650,000 and an annual performance bonus target of 125% of annual base salary, and an annual long-term incentive award with a target value of $8,000,000 to be awarded starting in 2025, as further described in the Fifth Amendment to Mr. Mehrotra’s Employment Agreement as filed in our 8-K on March 3, 2025. Additionally, pursuant to the Mehrotra Agreement, in connection with Mr. Mehrotra’s appointment as CEO, Mr. Mehrotra received (i) an incremental 2023 long-term incentive program award consisting of a mix of 23,276 PSUs that vest based on the achievement of certain performance metrics over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025, and 15,517 RSUs that vest ratably over three years on the first, second and third anniversaries of May 9, 2023, which award was in addition to Mr. Mehrotra’s annual equity award under the Company’s 2023 long-term incentive program awarded in his former capacity as President and Chief Operating Officer; and (ii) an additional one-time 100% performance-based award of 232,765 PSUs that vests based on the Company’s Relative TSR over a four-year performance period from July 1, 2023 through June 30, 2027) (the “CEO Promotional PSUs”). Mr. Mehrotra is eligible for annual equity grants commensurate with the CEO level band, as determined by the Compensation Committee.

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EXECUTIVE COMPENSATION TABLES

Mr. Mehrotra is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Mehrotra Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Mehrotra’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team.

In the event that we terminate the Mehrotra Agreement without cause, or Mr. Mehrotra resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60 day period following the date of such termination of his employment, he will be eligible to receive (a) an amount equal to the sum of his (i) annual base salary and (ii) annual performance bonus at target for the year of termination, payable in ratable monthly installments over 18 months, and (b) continued health benefits for 18 months.

Under the Mehrotra Agreement, Mr. Mehrotra has agreed not to compete with us during the term of his employment and for the 18-month period following termination of his employment. In addition, Mr. Mehrotra has agreed not to solicit any of our clients, employees or consultants during the 24-month restricted period following the termination of his employment for any reason.

Employment Agreement with David Mountcastle

On March 3, 2025, the Company amended Mr. Mountcastle’s employment agreement dated March 21, 2022, as amended August 20, 2022, (collectively, the “Mountcastle Agreement”) with Mr. Mountcastle. The Company may terminate the Mountcastle Agreement at any time, with or without cause (as defined in the Mountcastle Agreement), and Mr. Mountcastle may terminate the Mountcastle Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Mountcastle Agreement).

The Mountcastle Agreement provides for an annual base salary of $390,000, and an annual performance bonus target of 70% of annual base salary, subject to an annual percentage increase of up to 10% per year based upon the achievement of mutually agreed to metrics until such time as Mr. Mountcastle’s annual cash bonus target is at 100% of annual base salary. Mr. Mountcastle’s current annual performance bonus target is 80%. Pursuant to the Mountcastle Agreement, in connection with Mr. Mountcastle’s appointment as Executive Vice President and CFO, on April 1, 2022 Mr. Mountcastle received a sign-on equity grant, consisting of 64,882 stock options and 48,833 RSU, each of which vest 25% annually over a 4-year period. Mr. Mountcastle is eligible for annual equity grants and compensation adjustments commensurate with the highest non-CEO level band, as determined by the Compensation Committee.

Mr. Mountcastle is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Mountcastle Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Mountcastle’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team.

In the event that we terminate the Mountcastle Agreement without cause, or Mr. Mountcastle resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60 day period following the date of such termination of his employment, he will be eligible to receive a lump sum payment equal to the sum of (i) his annual base salary, (ii) his annual performance bonus at target for the year of termination and (iii) the cost of continued health benefits for 12 months. In addition, in the event that we terminate the Mountcastle Agreement without cause, or Mr. Mountcastle resigns for good reason, all of the sign-on stock options and RSUs will vest as of the date of termination.

Under the Mountcastle Agreement, Mr. Mountcastle has agreed not to compete with the Company during the term of his employment and for the 12-month period following termination of his employment. In addition, Mr. Mountcastle has agreed not to solicit any of the Company’s clients, employees or consultants during the 24-month restricted period following the termination of his employment for any reason.

Employment Agreement with Edward C. Fargis

On March 3, 2025, the Company amended Mr. Fargis’s employment agreement dated January 25, 2024 (together, the “Fargis Agreement”). The Company may terminate the Fargis Agreement at any time, with or without cause (as defined in the Fargis Agreement), and Mr. Fargis may terminate the Fargis Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Fargis Agreement).

The Fargis Agreement provides for an annual base salary of $385,000 and an annual performance bonus target of 60% of annual base salary. Pursuant to the Fargis Agreement, in connection with Mr. Fargis’s appointment as Executive Vice President and General Counsel, on January 29, 2024 Mr. Fargis received a sign-on equity grant, consisting of 44,404 RSUs, which will vest in its entirety on the third anniversary of the grant date. Mr. Fargis is eligible for annual equity grants and compensation adjustments commensurate with the named executive officer level band, as determined by the Compensation Committee.

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EXECUTIVE COMPENSATION TABLES

Mr. Fargis is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Fargis Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Fargis’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team.

In the event that we terminate the Fargis Agreement without cause or Mr. Fargis resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60-day period following the date of such termination of his employment, he will be eligible to receive a lump-sum payment equal to the sum of (i) his annual base salary, (ii) his annual performance bonus at target for the year of termination and (iii) the cost of continued health benefits for 12 months.

Under the Fargis Agreement, Mr. Fargis has agreed not to compete with the Company during the term of his employment and for the 12-month period following his termination. In addition, Mr. Fargis has agreed not to solicit any of the Company’s customers, employees, consultants or independent contractors, in each case, during the term of his employment and for the 24-month period following his termination.

All equity awards granted to our NEOs were granted under the Company’s Omnibus Incentive Plan (the “2021 Plan”) and the applicable award agreements thereunder, and vest subject to continued employment with the Company.

Outstanding Equity Awards at Fiscal Year End Table

The following table presents the outstanding equity incentive plan awards held by each NEO as of December 31, 2025: