DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

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Privia Health Group, Inc.

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LOGO

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

LOGO

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,

LOGO

David King

Chair of the Board of Directors


\| 2026 Proxy Statement			LTR

Privia Health Group, Inc.

950 N. Glebe Rd., Suite 700

Arlington, VA 22203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


DATE AND TIME:		Wednesday, May 20, 2026 at 11:00 a.m. Eastern Time

PLACE:		Online at: www.proxydocs.com/PRVA

ITEMS OF BUSINESS:		1. To elect the three nominees listed in the accompanying proxy statement as Class I directors to the Board of Directors (“Board”) to serve until our 2029 annual meeting and until their respective successors have been duly elected and qualified; 2. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”); 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026; and 4. To transact such other business as may properly come before the meeting.

WHO CAN VOTE:		You must be a stockholder of record at the close of business on March 23, 2026, to vote at the Annual Meeting.

INTERNET AVAILABILITY:		This Proxy Statement and our 2025 Annual Report to Stockholders are available free of charge at www.proxydocs.com/PRVA or on our website, www.priviahealth.com.

PROXY VOTING:		You may vote by telephone, through the Internet or by mailing your completed proxy card. Stockholders of record and beneficial owners will be able to vote their shares electronically at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting and Voting” beginning on page 60 of this proxy statement.

MEETING ADMISSION:		If you are a stockholder as of March 23, 2026, you may attend the Annual Meeting, vote and submit questions during the meeting online at: www.proxydocs.com/PRVA. You will need to enter the control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials) or on the instructions that accompanied your proxy materials to vote or submit questions. More details on how to participate in this year’s Annual Meeting can be found in “Questions and Answers about the Annual Meeting and Voting” beginning on page 60 of this proxy statement.

By Order of the Board of Directors,

LOGO

Edward C. Fargis

Executive Vice President and General Counsel

Arlington, VA

April 2, 2026


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PROXY STATEMENT TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1

PROPOSAL 1—ELECTION OF DIRECTORS			2

GOVERNANCE MATTERS			7
Governance Overview			7
Composition of our Board			7
Director Independence			7
Board Leadership Structure			8
Stockholder Engagement			9
Board Committees			10
Audit Committee			10
Compensation Committee			11
Compensation Committee Interlocks and Insider Participation			11
Nominating and Corporate Governance Committee			11
Compliance Committee			12
Identifying and Evaluating Director Nominees			12
Director Qualifications			12
Board Skills Matrix			13
Stockholder Recommendations for the Board			13
Code of Conduct			14
Risk Oversight			14
Executive Sessions			14
Attendance by Members of the Board at Meetings			14
Anti-Hedging Policy			15
Anti-Pledging Policy			15

PROPOSAL 2—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			16

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17

REPORT OF THE AUDIT COMMITTEE			18

CORPORATE RESPONSIBILITY AND SUSTAINABILITY			19

EXECUTIVE OFFICERS			24

COMPENSATION DISCUSSION AND ANALYSIS			25
General			25
Executive Compensation Objectives and Philosophy			26
Determination of Executive Compensation			27
Elements of Compensation			28
Other Policies and Considerations			34

COMPENSATION COMMITTEE REPORT			36

EXECUTIVE COMPENSATION TABLES			37
2025 Summary Compensation Table			37
Grants of Plan-Based Awards in Fiscal 2025			38
Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table			38
Outstanding Equity Awards at Fiscal Year End Table			40
Options Exercised and Stock Vested in Fiscal 2025			42
Potential Payments Upon Termination or Change in Control			42
Compensation Risk Assessment			43
CEO Pay Ratio			43
Pay Versus Performance Table			45

DIRECTOR COMPENSATION			48

EQUITY COMPENSATION PLAN INFORMATION			49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			50

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			52

OTHER MATTERS			53

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			55

APPENDIX A			A-1


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PROXY STATEMENT SUMMARY HIGHLIGHTS

LOGO


\| 2026 Proxy Statement			1

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:

•

Nancy Cocozza

•

David King

•

Francis Soistman

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


\| 2026 Proxy Statement			7

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:

•

We have a supermajority independent board and each of our required committees is fully independent.

•

The offices of Chief Executive Officer and Chair of the Board are separate.

•

We are committed to thoughtful Board composition review and refreshment, and have seated six new directors since our initial public offering in 2021, and have nominated a seventh for election at the Annual Meeting.

•

Our Charter and Bylaws may be amended by a majority vote of our stockholders.

•

The Board and Board committees meet regularly in executive session.

•

The Board, informed by the findings of the Compensation Committee, evaluates the Chief Executive Officer’s performance annually.

•

The Board, informed by the findings of the Nominating and Corporate Governance Committee, regularly reviews and assesses succession planning for our Chief Executive Officer and other executives.

•

The Board and its committees each conduct detailed self-evaluations annually.

•

We do not have a poison pill plan in place.

•

We have an active stockholder engagement program pursuant to which we solicit views of our stakeholders, including our investors, through quarterly earnings communications, investor conferences presentations and meetings with current stockholders and analysts. Changes made in response to such active stockholder engagement in previous years include amending our Charter and Bylaws to eliminate supermajority voting requirements

•

Outside directors are limited to service on three public company boards, including the Company’s Board, and a non-employee director who is also a named executive officer of another public company may not serve on more than two public company boards, including the Company’s Board.

•

We have adopted an anti-hedging and anti-pledging policy that applies to our directors and executive officers.

•

We have meaningful stock ownership and holding requirements for our directors and executive officers.

•

We structure compensation with a strong emphasis on performance-based, at risk compensation, with a significant portion of executive officer compensation tied to incentive compensation. We use meaningful, annual adjusted EBITDA targets.

•

The Compensation Committee engages an independent compensation consultant to advise them and evaluate our compensation relative to the market and our peer group.

•

We have adopted a robust clawback policy for incentive compensation, beyond the requirements of the SEC.


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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


\| 2026 Proxy Statement			9

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

LOGO

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:

•

assisting the Board in its oversight of the Company’s financial statements and internal controls;

•

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements and monitoring its independence;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•

considering the adequacy of our internal controls and internal audit function;

•

review the Company’s compliance with laws and regulations, including major legal and regulatory initiatives other than those delegated to the Compliance Committee;


10		\| 2026 Proxy Statement

BOARD COMMITTEES

•

reviewing the Company’s policies and practices with respect to risk management, including oversight of cybersecurity risk

•

reviewing material related party transactions or those that require disclosure; and

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

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:

•

determining, or recommending to our Board for determination, the compensation of our executive officers and evaluating their performance;

•

reviewing and approving the compensation of our directors;

•

administering our stock and equity incentive plans;

•

reviewing and evaluating, and making recommendations to our Board with respect to, incentive compensation and equity plans; and

•

reviewing our overall compensation philosophy.

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:

•

identifying and recommending candidates for membership on our Board;

•

reviewing and recommending our corporate governance guidelines and policies;

•

reviewing proposed waivers of the code of conduct for directors and executive officers;

•

overseeing the process of evaluating the performance of our Board;

•

reviewing and reporting to the Board on the Company’s succession planning, including succession planning in the case of incapacitation, retirement or removal of the CEO, and reviewing annual reports from the CEO recommending and evaluating potential successors;


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BOARD COMMITTEES

•

overseeing the overall strategy on and risks related to the Company’s environmental, social and governance (“ESG”) policies and practices; and

•

assisting our Board on corporate governance matters.

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:

•

assist the Board in fulfilling its oversight responsibility regarding the Company’s compliance programs, including federal and state laws and regulations relating to healthcare;

•

review and approve the implementation, structure and operations of the Company’s compliance programs, policies and procedures, including with respect to the Company’s cybersecurity programs;

•

review significant compliance risk areas identified by management;

•

discuss periodically with management the adequacy and effectiveness of policies and procedures to assess, monitor, and manage non-financial compliance business risk and compliance programs;

•

review, monitor compliance with, investigate, and oversee steps taken to mitigate potential breaches of the Company’s non-financial compliance programs; and

•

reviewing Company procedures for the receipt, retention and treatment of complaints received regarding non-financial compliance matters.

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


12		\| 2026 Proxy Statement

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.

Lance
Berberian

Nancy
Cocozza

Pamela
Kimmet

David
King

Thomas
McCarthy

Parth
Mehrotra

Shawn
Morris

Jaewon
Ryu

Francis
Soistman

Leadership

Public Company Executive/Board Experience

Healthcare Industry

Value-Based Care, Government Programs

Medical Professional

Finance, Accounting, Capital Markets

Human Capital, Executive Compensation

Strategic Planning, Bus. Development, M&A

Information Security, Cybersecurity, Technology

Government & Regulatory

Legal, Compliance, Risk Management

Corporate Governance, Responsibility

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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BOARD COMMITTEES

Insider Trading Policy

Our Insider Trading Compliance Policy governs the purchase, sale and other dispositions of the Company’s securities that applies to all of the Company’s directors, officers, employees and certain other covered individuals. The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company. A copy of the Company’s insider policy is included as Exhibit 19.1 to our Annual Report on Form

10-K.

Code of Conduct

Our Board adopted a code of ethics (our “Code of Conduct”) that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Code of Conduct is posted on the investor relations section of our website. We intend to disclose future amendments to our Code of Conduct, or any waivers of the Code of Conduct, on our website or in public filings.

Risk Oversight

Management is responsible for the

day-to-day

management of risks the Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our Board believes that it is essential for effective risk management and oversight that there be open communication between management and our Board. Our Board meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our Board, where, among other topics, they discuss strategy and risks facing the Company.

Our 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 and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Compensation Committee assesses risks created by the incentives inherent in our compensation policies. Our Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance, as well as

ESG-related

oversight, including risks associated with ESG matters. Our full Board also reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in certain significant transactions.

Additionally, our Board, assisted by its committees, exercises oversight over our Enterprise Risk Management (“ERM”) program which is designed and implemented by management. As part of our comprehensive ERM program, we perform risk assessments in which we map and prioritize information security risks identified, based on probability, immediacy and potential magnitude. These assessments inform our ERM strategies and oversight processes, and we view cybersecurity risks as one of the key risk categories we face. For more information, please refer to “Information and Cybersecurity Risk Management and Strategy” in the “Corporate Responsibility and Sustainability” section.

Executive Sessions

The

non-management

directors meet in regularly scheduled executive sessions. Additionally, the independent members of the Board meet in regularly scheduled executive sessions. Such meetings are presided over by the Chair of the Board.

Attendance by Members of the Board at Meetings

There were eight meetings of the Board during the year ended December 31, 2025. During the year ended December 31, 2025, each incumbent director attended more than 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served during the period in which such director was on the Board.

Under our Corporate Governance Guidelines a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to prepare for and attend Board meetings and meetings of committees on which such director serves. The Company expects that all directors attend the annual meeting of stockholders. All of our incumbent directors attended our annual meeting of stockholders in May 2025.


14		\| 2026 Proxy Statement

Table of Contents

BOARD COMMITTEES

Anti-Hedging Policy

Under our Insider Trading Compliance 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

Under our Insider Trading Compliance 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.


\| 2026 Proxy Statement			15

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.


16		\| 2026 Proxy Statement

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:


(In Thousands)	2025		2024
Audit Fees⁽¹⁾⁽²⁾	$	2,390	$	1,982
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	2,390	$	1,982

(1)

Audit Fees consist of fees billed for professional services by PwC for the audit of our annual consolidated financial statements. Fees for fiscal year 2025 also consisted of fees related to the review of the Company’s shelf registration statement on Form S-3 and work related to the Company’s acquisitions.

(2)	Audit Fees consist of fees billed for professional services by PwC for the audit of our annual consolidated financial statements. Fees for fiscal year 2024 also consisted of fees related to the review of a Form S-8 for additional shares under the the Company’s Omnibus Incentive Plan.

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.


\| 2026 Proxy Statement			17

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


18		\| 2026 Proxy Statement

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:

•

Multi-track Leveling Guide: Our position leveling guide provides opportunities for advancement without the requirement to take on a people management role. Roles are mapped based on competencies across the different tracks providing opportunities for advancement for our Professional, Technical, and Management staff;

•

Emerging Leaders Program: Managers nominate individuals who they have identified as emerging as leaders. These individuals are provided with training to help them excel in their current roles and be prepared to lead others;

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Transformational Leadership Program: A comprehensive development program for members of Privia Health’s Senior Leadership team. The 5-month program includes interactive in-person training and group calls. The content focuses on five competencies: Engaging & Inspiring teams, Accountability, Systems Thinking, Strategic Mindset, and Change Management;

•

Enhanced Manager Onboarding: This three-part course is designed for individuals who are new to people management or just new to managing at Privia Health. Through a blended learning program, we establish clear engagement expectations for our managers as we expect all employees to have a fair and consistent employment experience. In 2025, 120 new managers completed our New Manager Onboarding program;


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CORPORATE RESPONSIBILITY AND SUSTAINABILITY

•

eCornell: Online training provides robust educational opportunities to meet our skill-based development needs. There are various courses and certificates including areas such as Marketing, Data Science, Data Analytics, Human Resources, Change Management, Project Management, and Finance;

•

Mental Health First Aid Training: This company-paid certification from the National Council for Mental Health Wellbeing is provided to employees and people managers on a voluntary basis. In the Mental Health First Aid course, participants learn to identify warning signs for mental health and addiction concerns and strategies for how to help someone showing these warning signs;

•

Ad Hoc Training: Our Learning and Enablement team is continually developing training sessions so that our workforce has the knowledge and skills they need to thrive in their roles and meet their own career development goals. We also deploy robust and engaging compliance training at hire and annually for both Privia Health and care center employees. In 2025, we offered over 138 hours of ad hoc training in over 72 sessions;

•

Lunch and Learn Training Sessions: We host virtual training sessions throughout the year for employees and their families and friends to learn about topics ranging from investment planning to stress management. In 2025, we hosted 56 lunch and learn sessions, slightly more than the prior year; and

•

Individual coaching: Every year we offer individual executive coaching and skills training to select members of the management and leadership teams so our leaders continue to advance their knowledge and skills required to lead, engage, and motivate our growing workforce.

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:

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Expansive Recruitment—Practice appropriate and thoughtful recruitment strategies including broadly advertising our opportunities, focusing only on bona fide occupational qualifications for each role, requiring minimum education only when necessary, and expanding the geography of roles where available;

•

Retention through Strategic Initiatives—Leverage strategic programs to create an environment in which all Privia Health staff are welcomed and supported, and differing perspectives and contributions are sought out and valued;

•

Alignment with Business Goals—Build a robust, integrated customer and supplier program within our Company; and

•

Serve Our Communities—Cultivate and support a medical group that addresses the unique healthcare needs within each community we serve.

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:

•

Championing and seeking to continually improve the employment experience for our entire workforce;

•

Providing all of our employees with the tools, resources, and accommodations they need to be successful; and

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Cultivating a collaborative work environment that encourages creativity and innovation.

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:


Name	Age	Position
Parth Mehrotra	47	Chief Executive Officer
David Mountcastle	56	Executive Vice President & Chief Financial Officer
Edward C. Fargis	61	Executive Vice President & General Counsel

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:


Name		Position
Parth Mehrotra		Chief Executive Officer
David Mountcastle		Executive Vice President & Chief Financial Officer
Edward C. Fargis		Executive Vice President & General Counsel

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:

•

Implemented Providers at December 31, 2025 increased by 591, or 12.3%, compared to December 31, 2024;

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Practice Collections for full-year 2025 were $3.47 billion, a 16.9% increase over 2024;

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Attributed Lives at December 31, 2025 were 1,541,000, a 22.7% increase over December 31, 2024;

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Full-year 2025 Net Income was $22.9 million, a 59.3% increase over 2024;

•

Adjusted EBITDA for 2025 was $125.5 million, a 38.8% increase over 2024; and

•

During 2025, the Company launched one new medical group in Arizona and acquired an ACO business from Evolent Health.

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:

Base Salaries. The 2025 base salaries for Messrs. Mountcastle and Fargis remained generally consistent with their base salaries in 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 base salary from $600,000 to $650,000 effective March 24, 2025.

Annual Cash Incentives. For 2025, our Compensation Committee selected performance goals for our performance-based annual bonus program that were intended to promote our business plan and annual goals. As a result of strong performance against our pre-established performance goals for 2025, including the ESG Metric modifier, the Compensation Committee determined to pay out annual bonuses at 150% of target for the Company performance component of each NEO’s annual bonus.

Long-Term Incentives. In early 2023, the Compensation Committee adopted a framework for long-term compensation, which the Compensation Committee continued during 2025 (the “2025 Long-Term Incentive Program”), pursuant to which we grant awards of performance stock units (“PSUs”), in addition to time-based restricted stock units (“RSUs”), to emphasize and enhance variable pay rather than fixed pay in our compensation plan, with vesting of PSUs tied to the achievement of company financial and operational objectives. Pursuant to the 2025 Long-Term Incentive Program, our NEOs received 60% of their annual equity award in the form of PSU awards and 40% of their annual equity award in the form of RSU awards.


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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:


What We Do		What We Don’t Do
✓	Emphasize performance-based, at risk compensation.	X	Do not grant guaranteed equity compensation.
✓	Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.	X	Do not provide significant perquisites.
✓	Weight the overall pay mix towards incentive compensation for executive officers.	X	Do not reprice our stock option awards.
✓	Engage an independent compensation consultant to advise our Compensation Committee.	X	Do not allow any derivative transactions designed to hedge or speculate on market value of the Company’s equity securities.
✓	Provide “double trigger” vesting in connection with a qualifying termination following a change of control.	X	Do not allow pledging the Company’s equity securities or holding them in a margin account.
✓	Maintain meaningful stock ownership and holding requirements for our directors and executive officers.	X	Do not allow NEOs or directors to make open market sales outside of a 10b5-1 trading plan.
✓	Maintain a robust clawback policy for incentive compensation, beyond the SEC mandated clawback policy.	X	Do not provide tax gross-ups to our executive officers in connection with a change in control.

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:

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Attract, motivate and retain NEOs who drive our success;

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Reinforce and align our NEOs’ long-term interests with our values and successful execution of our mission;

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Give us the ability to balance Privia Health’s evolving business strategy and market competitiveness with our NEOs’ desire for professional and financial growth;

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Motivate our NEOs to help our company achieve optimal financial and operational results;

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Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and

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Align the long-term interests of our NEOs with those of our stockholders.

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:


• Accolade, Inc. (ACCD)	• Goodrx Holdings, Inc. (GDRX)	• Phreesia, Inc. (PHR)
• Agilon Health, Inc. (AGH)	• Health Catalyst, Inc. (HCAT)	• Premier, Inc.
• Alignment Healthcare, Inc. (ALHC)	• Health Equity, Inc. (HQY)	• Oscar Health, Inc. (OSCR)
• Astrana Health, Inc. (ASTH)	• Lifestance Health Group, Inc. (LFST)	• Surgery Partners, Inc. (SGRY)
• Evolent Health, Inc. (EVH)	• Claritev Corporation (f/k/a Multiplan Corporation) (CTEV)	• Teladoc Health, Inc. (TDOC)

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:

•

Base Salary. Base salary attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income;

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Annual Performance-Based Cash Incentives. Annual performance bonuses promote annual performance objectives and reward executives for their contributions toward achieving those objectives; and

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Long-Term Incentives. Equity compensation, provided in the form of RSUs and, beginning in 2023, PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent.

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:


Name	2025 Base Salary ($)
Parth Mehrotra, Chief Executive Officer		650,000
David Mountcastle, Executive Vice President and Chief Financial Officer		390,000
Edward C. Fargis, Executive Vice President and General Counsel		385,000

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:


Named Executive Officer	Target Percentage
Parth Mehrotra, Chief Executive Officer		125	%
David Mountcastle, Executive Vice President and Chief Financial Officer		80	%
Edward C. Fargis, Executive Vice President and General Counsel		60	%

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.


28		\| 2026 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

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

•

Implemented Providers is defined as the total of all service professionals who are credentialed and bill for medical services, in both medical groups that the Company owns (“Owned Medical Groups”) and ones it does not own but for which we provide services through a management agreement (“Non-Owned Medical Groups”), during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners.

•

Practice Collections is defined as the total collections from all practices in all markets and all sources of reimbursement, fee-for-service, value-based care (“VBC”) and others that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups.

•

Attributed Lives is defined as any patient that a payer deems attributed to Privia to deliver care as part of a value-based care arrangement through a provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive.

•

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

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.

LOGO

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.


Name	Overall Individual Assessment (% of Target)			Total Bonus Payout (Based on Corporate Scorecard Achievement)
Parth Mehrotra		150	%		$	1,219,000
David Mountcastle		150	%		$	468,000
Edward C. Fargis		150	%		$	346,500


\| 2026 Proxy Statement			29

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:


Vesting of Annual PSUs Subject to Practice Collections Metric
Achievement Level	Percentage of Cumulative Practice Collections Target			Vesting Percentage
Threshold		85	%		50	%
Target		100	%		100	%
Maximum		115	%		200	%

Vesting of Annual PSUs Subject to Adjusted EBITDA Metric

Achievement Level

Percentage of Cumulative
Adjusted EBITDA Target

Vesting Percentage

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