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What changed in Privia Health Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Privia Health Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+455 added−488 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Privia Health Group, Inc.'s 2025 10-K

455 paragraphs added · 488 removed · 408 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

69 edited+9 added−6 removed96 unchanged
Biggest changeThe Privia Platform has the following key attributes: • Addresses a large and growing total addressable market (“TAM”) of providers • Incorporates a flexible model that is purpose-built to scale nationally by facilitating the entrance into new markets with multiple types of physician practices • Built on a comprehensive cloud-based technology-enabled platform that is designed to optimize provider workflow across the full continuum of reimbursement environments in virtual and in-person care settings • Focused on establishing scaled provider groups across each geographical market, resulting in increased relevance with payers and patients (over 1,200 care center locations across 14 states and the District of Columbia) • Designed to transition care delivery in each market from FFS to VBC and to enhance the ability of Privia Providers to manage higher risk patients • Reduces administrative burden and generally increases provider profitability for community providers • Led by a team with significant experience leading payer, provider and healthcare information technology organizations We operate in 14 states and the District of Columbia.
Biggest changeWe believe the Privia Platform is differentiated and well positioned to drive sustainable long-term growth because it: • Addresses a large and growing total addressable market (“TAM”) of providers • Incorporates a flexible model that is purpose-built to scale nationally by facilitating the entrance into new markets with multiple types of physician practices • Built on a comprehensive cloud-based technology-enabled platform that is designed to optimize provider workflow across the full continuum of reimbursement environments in virtual and in-person care settings • Focused on establishing scaled provider groups across each geographical market, resulting in increased relevance with payers and patients • Designed to transition care delivery in each market from FFS to VBC and to enhance the ability of Privia Providers to manage higher risk patients • Reduces administrative burden and generally increases provider profitability for community providers • Led by a team with significant experience leading payer, provider and healthcare information technology organizations We currently have a presence in 24 states and the District of Columbia, including 9 states in which we only participate in VBC arrangements.
For those practices, we furnish population health services, reporting and analytics, along with certain management. 2 Table of Contents Under our Privia Medical Group model, Privia Physicians join the Medical Group in their geographic market as an owner of the Medical Group.
For those practices, we furnish population health services, reporting and analytics, along with certain management services. 2 Table of Contents Under our Privia Medical Group model, Privia Physicians join the Medical Group in their geographic market as an owner of the Medical Group.
While certain employees work onsite, the majority of our workforce is either remote or a blend of in-office and remote. Our flexible workforce strategy allows us to hire the qualified talent irrespective of geographic constraints across many functional roles.
While certain employees work onsite, the majority of our workforce is either remote or a blend of in-office and remote. Our flexible workforce strategy allows us to hire qualified talent irrespective of geographic constraints across many functional roles.
In addition, commercial payers could require pre-payment audits of claims, which can negatively affect cash flow, or terminate contracts for repeated deficiencies. 8 Table of Contents Furthermore, if a state in which we currently operate, or in which we seek to expand, views the participation of the Company or its Medical Groups in risk-sharing arrangements as the assumption of insurance risk, the arrangement may fall within the purview of state insurance or managed care laws and regulations, and we or the Medical Group may be required to obtain a state insurance or managed care license or similar registration.
In addition, commercial payers could require pre-payment audits of claims, which can negatively affect cash flow, or terminate contracts, including for repeated deficiencies. 8 Table of Contents Furthermore, if a state in which we currently operate, or in which we seek to expand, views the participation of the Company or its Medical Groups in risk-sharing arrangements as the assumption of insurance risk, the arrangement may fall within the purview of state insurance or managed care laws and regulations, and we or the Medical Group may be required to obtain a state insurance or managed care license or similar registration.
We seek to accomplish the quadruple aim by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regional medical group (each, a “Medical Group”) with significant provider autonomy for the physicians (collectively, “Privia Physicians”) and non-physician clinicians (collectively “Privia Clinicians” and, together with the Privia Physicians, the “Privia Providers”) joining our Medical Groups.
We seek to accomplish the quadruple aim by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regional medical group (each, a “Medical Group”) with significant provider autonomy for the physicians (collectively, “Privia Physicians”) and non-physician clinicians (collectively “Privia Clinicians” and, together with the Privia Physicians, the “Privia Providers”) in our Medical Groups.
In addition, agreements between the Company and physicians may be considered void and unenforceable, our MSAs and management fees could be adversely affected, and we may be required to restructure the Company’s relationships with Medical Groups and Privia Physicians, any of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, agreements between the Company and physicians may be considered void and unenforceable, our MSAs and management fees could be adversely affected, and we may be required to restructure the Company’s relationships with Medical Groups and Privia Providers, any of which could have a material adverse effect on our business, financial condition and results of operations.
We principally derive our revenues from the following three sources: (i) FFS-patient care revenue generated from providing healthcare services to patients through Privia Providers of Owned Medical Groups and Friendly Medical Groups, in addition to management and administrative services earned for administrative services provided to Non-Owned Medical Groups (“FFS-administrative services”), (ii) per member per month “PMPM” care management fees, including management and administrative fees, (iii) VBC revenue collected on behalf of our Privia Providers in the form of (a) capitated revenue and shared savings, including quality performance-based bonuses, and (iv) other revenue from additional services offered to Privia Providers or directly to patients or employers, such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees.
We principally derive our revenues from the following four sources: (i) FFS-patient care revenue generated from providing healthcare services to patients through Privia Providers of Owned Medical Groups and Friendly Medical Groups, in addition to management and administrative services earned for administrative services provided to Non-Owned Medical Groups (“FFS-administrative services”), (ii) per member per month (“PMPM”) care management fees, including management and administrative fees, (iii) VBC revenue collected on behalf of our Privia Providers in the form of (a) capitated revenue and shared savings, including quality performance-based bonuses, and (iv) other revenue from additional services offered to Privia Providers or directly to patients or employers, such as concierge services, virtual visits, virtual scribes and coding, clinical trials, behavioral health management, and partnerships with self-insured employers to offer direct primary care to their employees.
Our platform allows providers to identify patient attribution, open quality gaps, open coding gaps, assess patient risk level and determine care management eligibility. During Visit: The Privia Technology Solution integrates workflows designed to allow providers and care teams to close quality gaps, prioritizes key risk adjustment gaps, recaptures prior diagnoses and embeds suspect medical conditions within the EMR.
The Privia Platform allows providers to identify patient attribution, open quality gaps, open coding gaps, assess patient risk level and determine care management eligibility. During Visit: The Privia Technology Solution integrates workflows designed to allow providers and care teams to close quality gaps, prioritizes key risk adjustment gaps, recaptures prior diagnoses and embeds suspect medical conditions within the EMR.
Privia Physicians hold the majority of board positions in our Owned Medical Groups and ACOs, including sole authority over matters related to the practice of medicine, and we either have exclusive authority over certain strategic issues such as mergers and acquisitions, and termination of our MSA or veto authority relative to certain strategic decision making.
Privia Physicians hold the majority of board positions in our Owned Medical Groups and ACOs, including authority over matters related to the practice of medicine, and we either have exclusive authority over certain strategic issues such as mergers and acquisitions, and termination of our MSA or veto authority relative to certain strategic decision making.
Federal Anti-Kickback Statute, Stark Law and Similar State Laws Some healthcare laws apply to the financial relationships we have or our Medical Groups have with physicians and others who either refer or influence the referral of patients to our Medical Groups and Privia Physicians or who are the recipients of referrals.
Federal Anti-Kickback Statute, Stark Law and Similar State and Federal Laws Some healthcare laws apply to the financial relationships we have or our Medical Groups have with physicians and others who either refer or influence the referral of patients to our Medical Groups and Privia Providers or who are the recipients of referrals.
We seek to reimagine the approach to managing physician organizations and optimize their performance by (i) focusing on technology and population health, (ii) establishing a single-TIN Medical Group and governance model in each geographic market, (iii) owning and operating an MSO in each local market, (iv) building ACOs to capture VBC opportunities, and (v) offering a high quality, low cost provider network for purchasers and payers.
We seek to reimagine the approach to managing physician organizations and optimize their performance by (i) focusing on technology and population health, (ii) establishing a single-TIN Medical Group and governance model in each geographic market, (iii) owning and operating an MSO in each local market, (iv) building or acquiring ACOs to capture VBC opportunities, and (v) offering a high quality, low cost provider network for purchasers and payers.
The Nominating and Corporate Governance Committee assists our Board of Directors in its oversight of talent management, including corporate culture, employee experience, recruiting, retention, attrition, career development and progression, succession, and employee relations.
The Nominating and Corporate Governance Committee assists our Board of Directors (“Board”) in its oversight of talent management, including corporate culture, employee experience, recruiting, retention, attrition, career development and progression, succession, and employee relations.
As such, we deploy our solution across the healthcare continuum. Our model is designed for all provider specialties and reimbursement environments and with all payer types. The Privia Platform and Business Model Single-TIN Medical Group: In each of our markets, we establish a primary care centric single-TIN Medical Group that facilitates payer negotiation, clinical integration and alignment of financial incentives.
As such, we deploy our solution across the healthcare continuum. Our model is designed for all provider specialties and reimbursement environments and with all payer types. The Privia Platform and Business Model Single-TIN Medical Group: Generally, we establish a primary care centric single-TIN Medical Group in our markets that facilitates payer negotiation, clinical integration and alignment of financial incentives.
The Stark Law further prohibits entities that have received such referrals from filing claims with Medicare (or billing another individual, entity or third party payor) for those referred services. The financial relationships of our Medical Groups with referring physicians and their immediate family members must comply with the Stark Law.
The Stark Law further prohibits entities that have received such referrals from filing claims with Medicare (or billing another individual, entity or third party payer) for those referred services. The financial relationships of our Medical Groups with referring physicians and their immediate family members must comply with the Stark Law.
The Privia Technology Solution identifies quality gaps, sends patient satisfaction surveys, automates patient outreach and education, and generates reports and alerts to improve care coordination. Our platform proactively shares critical information at various points along the continuum of care to advance population health and streamline provider workflow.
The Privia Platform identifies quality gaps, sends patient satisfaction surveys, automates patient outreach and education, and generates reports and alerts to improve care coordination. Our platform proactively shares critical information at various points along the continuum of care to advance population health and streamline provider workflow.
With our experience working in all reimbursement environments and expertise in VBC and assisting providers in the transition to VBC, Privia enables providers to accelerate and navigate this transition. We accelerate our go-to-market strategy using on the ground market intelligence and a data driven approach to add new practices to our medical group.
With our experience working in all reimbursement environments and expertise in VBC and assisting providers in the transition to VBC, Privia enables providers to accelerate and navigate this transition. We accelerate our go-to-market strategy using on the ground market intelligence and a data driven approach to add new practices to our Medical Groups.
Data Protection The data protection landscape is rapidly evolving, and the Company, its Medical Groups and ACO participants, are and may become subject to numerous state and federal laws, requirements and regulations governing the collection, use, disclosure, retention and security of health-related and other personal information.
Data Protection The data protection landscape is rapidly evolving, and the Company, its Medical Groups, Privia Providers and ACO participants, are and may become subject to numerous state and federal laws, requirements and regulations governing the collection, use, disclosure, retention and security of health-related and other personal information.
For additional information on risks associated with our intellectual property and information technology systems, see “Risk Factors—Technology, Cybersecurity and Privacy Risks.” Government Regulations Our operations, those of our Owned Medical Groups, Non-Owned Medical Groups, and Privia Providers are subject to extensive and complex laws and regulations at the federal, state and local levels relating to, among other issues, billing and coding for, and documentation of, services and properly handling overpayments; relationships with physicians and other referral sources and referral recipients, including, for example, state or attorney general notice or approval requirements for certain relationships; restrictions related to multi-specialty practices; appropriateness and adequacy of medical care; quality of medical equipment and services; patient, workforce, and public safety; qualifications and supervision of, and reimbursement for services provided by, medical and support personnel; the provision of services via telehealth, including technological standards and coverage restrictions or other limitations on reimbursement; the confidentiality, maintenance, interoperability, exchange, and security of medical records and other health-related and personal information, including data breach, ransomware and identity theft issues; the development and use of artificial intelligence and other predictive algorithms, including those used in clinical decision support tools; restrictions on the provision of medical care, including reproductive care; permitting, facility and personnel licensure, certification and accreditation requirements; enrollment standards and requirements for participation in government healthcare programs; corporate practice of medicine and fee-splitting; consumer disclosures and price transparency; the distribution, maintenance and dispensing of pharmaceuticals and controlled substances; relationships between healthcare providers and drug and medical device companies; debt collection, balance billing and billing for out of network services; communications with patients and consumers; advertising and marketing; operating policies and procedures; activities regarding competitors; insurance and the assumption of financial risk by healthcare entities, including allowable types of financial risk; addition of facilities and services; and environmental protections.
For additional information on risks associated with our intellectual property and information technology systems, see “Risk Factors—Technology, Cybersecurity and Privacy Risks.” Government Regulations Our operations, those of our Owned Medical Groups, Non-Owned Medical Groups, and Privia Providers are subject to extensive and complex laws and regulations at the federal, state and local levels relating to, among other issues, billing and coding for, and documentation of, services and properly handling overpayments; relationships with physicians and other referral sources and referral recipients, including, for example, state or attorney general notice or approval requirements for certain relationships; restrictions related to multi-specialty practices; appropriateness and adequacy of medical care; quality of medical equipment and services; patient, workforce, and public safety, as well as patient rights; qualifications and supervision of, and reimbursement for services provided by, medical and support personnel; the provision of services via telehealth, including technological standards and coverage restrictions or other limitations on reimbursement; the confidentiality, maintenance, interoperability, exchange, and security of medical records and other health-related and personal information, including data breach, ransomware and identity theft issues; the development and use of AI and other predictive algorithms, including those used in clinical decision support tools; restrictions on the provision of medical care, including reproductive care; permitting, facility and personnel licensure, certification and accreditation requirements; mandatory reporting requirements for providers; enrollment standards and requirements for participation in government healthcare programs; corporate practice of medicine and fee-splitting; consumer disclosures and price transparency; the distribution, maintenance and dispensing of pharmaceuticals and controlled substances; relationships between healthcare providers and drug and medical device companies; debt collection, balance billing and billing for out of network services; translation services and accessibility requirements; communications with patients and consumers; advertising and marketing; operating policies and procedures; activities regarding competitors; insurance and the assumption of financial risk by healthcare entities, including allowable types of financial risk; addition of facilities and services; and environmental protections.
In addition to these on-demand services, we also offer Mental Health First Aid certification so our managers can recognize and respond to a person experiencing a mental health emergency. Put People First Privia Health employees are committed to improving patient care through their support of the physicians, providers, and care center staff.
In addition to these on-demand services, we also offer Mental Health First Aid certification so our managers can recognize and respond to a person experiencing a mental health emergency. Put People First Privia Health employees are committed to improving patient care through their support of the physicians, providers, and practice location staff.
The information contained on, or that can be accessed through, our website is not incorporated by reference into this filing and you should not consider any information contained on, or that can be accessed through, our website as part of this filing.
The information contained on, or that can be accessed through, our websites is not incorporated by reference into this filing and you should not consider any information contained on, or that can be accessed through, our websites as part of this filing.
At the local leadership level, Privia Physicians across different practice locations, or care centers, meet regularly with support from Privia performance team members to drive local population health initiatives, engagement and performance. At the market Medical Group level, Privia Physicians, along with Privia team members, advise on priorities, set annual objectives, and approve payer contracts and performance distribution.
At the local leadership level, Privia Physicians across different practice locations meet regularly with support from Privia performance team members to drive local population health initiatives, engagement and performance. At the market Medical Group level, Privia Physicians, along with Privia team members, advise on priorities, set annual objectives, and approve payer contracts and performance distribution.
New Market Development • Our data-driven market selection process identifies expansion opportunities and informs our approach to opening new geographies; and • We evaluate the broader market landscape for opportunities on a continuous basis and proactively develop relationships before committing to enter a market. 6 Table of Contents Acquisitions and Investments in Full Service Care Models • Our growth playbook also factors in the opportunity to acquire minority or majority ownership of provider groups or clinically integrated networks in existing and new markets and we may also open de-novo, wholly or partially owned, sites of care in existing and new markets.
New Market Development • Our data-driven market selection process identifies expansion opportunities and informs our approach to opening new geographies; and • We evaluate the broader market landscape for opportunities on a continuous basis and proactively develop relationships before committing to enter a market. 6 Table of Contents Disciplined and Strategic Acquisitions and Investments • Our growth playbook also factors in the opportunity to acquire minority or majority ownership of provider groups or clinically integrated networks in existing and new markets and we may also open de-novo, wholly or partially owned, sites of care in existing and new markets.
We also develop thought leadership content such as whitepapers, e-brochures, and blog posts and use public relations to secure earned media placements. Additionally, we participate in industry conferences, and collaborate with media outlets, industry associations, event venues, and local businesses to increase brand awareness.
We also develop thought leadership content such as white papers, e-brochures, and blog posts and use public relations to secure earned media placements. Additionally, we participate in industry conferences, and collaborate with media outlets, industry associations, event venues, and local businesses to increase brand awareness.
The Privia Technology Solution: Our Purpose-Built, End-to-End Technology-Enabled Platform Our end-to-end, cloud-based technology-enabled platform streamlines the provider, patient and care team workflows focusing on each of the following aspects: (i) patient access through various avenues (patient portal, mobile app and search engine optimization), (ii) pre-visit analytics and preparation, (iii) in-person or virtual care delivery and (iv) post visit analytics, care-coordination and reporting.
The Privia Technology Solution: Our End-to-End Technology-Enabled Platform The Privia Technology Solution streamlines the provider, patient and care team workflows focusing on each of the following aspects: (i) patient access through various avenues (patient portal, mobile app and search engine optimization), (ii) pre-visit analytics and preparation, (iii) in-person or virtual care delivery and (iv) post visit analytics, care-coordination and reporting.
Moving Markets to VBC • Focus on same store growth of patients attributed to value-based contracts in each existing geographic market; • Increase our revenue opportunity on a per patient basis by continuing to improve performance and continuing to take increasing levels of risk in existing value-based programs across commercial, MSSP, Medicare Advantage, Medicaid and other existing and emerging direct payer and employer contracting programs; and • Develop new products and programs in partnership with aligned payers that are built with and around our network of physicians and providers.
Moving Markets to VBC • Focus on same store growth of patients attributed to value-based contracts in each existing geographic market; • Increase our revenue opportunity on a per patient basis by continuing to improve performance and financial value in existing and new value-based programs across commercial, MSSP, Medicare Advantage, Medicaid and other existing and emerging direct payer and employer contracting programs; and • Develop new products and programs in partnership with aligned payers that are built with and around our network of physicians and providers.
In those markets where we partner with health systems, our health system partner owns a majority interest in the Non-Owned Medical Groups, with Privia Physicians owning a minority interest.
In certain markets where we partner with health systems, our health system partner owns a majority interest in the Non-Owned Medical Groups, with Privia Physicians owning a minority interest.
None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good and we have not experienced any work stoppages or reductions in force. We believe our geographically dispersed employees are a competitive advantage.
None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good and we have not experienced any work stoppages. We believe our geographically dispersed employees are a competitive advantage.
Since 2014, we have delivered total shared savings across government programs and commercial payers of more than $1.2 billion, including $690 million through participation in the MSSP. Our approach has been successful across Commercial, Medicare Advantage, MSSP, and Medicaid, from simpler pay-for-performance programs to more complex partial capitation and risk-based programs.
Since 2014, we have delivered total shared savings across government programs and commercial payers of more than $1.5 billion, including $922 million through participation in the MSSP. Our approach has been successful across Commercial, Medicare Advantage, MSSP, and Medicaid, from simpler pay-for-performance programs to more complex partial capitation and risk-based programs.
Sales, Marketing and Business Development We aspire to continue growing our national platform by expanding geographically into new markets and increasing density within our existing markets.
Sales, Marketing and Business Development We aspire to continue growing our national platform by expanding geographically into new markets and growing within our existing markets.
Our internal systems and processes are designed to ensure our remote employees are productive, contribute meaningfully, and are able to exceed expectations in their roles. Talent Development and Engagement At Privia Health, we value all of our employees and the exceptional talent they bring to our organization, in order to support our physicians, providers, care center staff, and patients.
Our internal systems and processes are designed to ensure our remote employees are productive, contribute meaningfully, and are able to exceed expectations in their roles. Talent Development and Engagement At Privia Health, we value all of our employees and the exceptional talent they bring to our organization, in order to support our physicians, providers, practice location staff, and patients.
If we, our Medical Groups or participants in our ACOs fail to comply with these or other applicable laws and regulations, which are subject to change, any such failure could result in significant penalties, adversely impact our business, results of operations, financial condition and/or result in reputational harm.
If we, our Medical Groups, Privia Providers or ACO participants fail to comply with these or other applicable laws and regulations, which are subject to change, any such failure could result in significant penalties, adversely impact our business, results of operations, financial condition and/or result in reputational harm.
Our per capita expenditures per member per year were 8% lower than the median MSSP ACO and 21% lower than total FFS Medicare.
Our per capita expenditures per member per year were 8% lower than the median MSSP ACO and 22% lower than total FFS Medicare.
Information on or that can be accessed through our websites is not part of this Annual Report on Form 10-K, and the website addresses are included as inactive textual references only. Human Capital Resources As of December 31, 2024, across Privia Health Group, Inc., we had 1,140 employees in 44 states and the District of Columbia.
Information on or that can be accessed through our websites is not part of this Annual Report on Form 10-K, and the website addresses are included as inactive textual references only. Human Capital Resources As of December 31, 2025, across Privia Health Group, Inc., we had 1,226 employees in 43 states and the District of Columbia.
In addition, our technology-enabled platform helps us scale operationally, as our product designers and engineers collaborate closely with clinical and operational teams to optimize workflows as we enter new markets and new payer contracts. Our platform is built on a modern cloud-based technology stack employing agile development cycles.
In addition, the Privia Technology Solution helps us scale operationally, as our product designers and engineers collaborate closely with clinical and operational teams to optimize workflows as we enter new markets and new payer contracts. The Privia Technology Solution is built on a modern cloud-based technology stack employing agile development cycles.
These laws and regulations may affect the operation of, for example, ACOs, direct primary care programs, provider-sponsored organizations, independent practice associations, and provider capitation models.
These laws and regulations may affect the operation of, for example, ACOs, direct primary care programs, provider-sponsored organizations, independent practice associations, clinically integrated networks, and provider capitation models.
The federal Anti-Kickback Statute, for example, is a criminal law that prohibits, among other things, the solicitation, receipt, offering or payment of any remuneration with the intent of generating referrals or orders for services or items that may be paid for by a federal healthcare program.
The federal Anti-Kickback Statute, for example, is a criminal law that prohibits, among other things, the solicitation, receipt, offering or payment of any remuneration with the intent of generating referrals or orders for services or items that may be paid for by a federal healthcare program. The Office of the Inspector General for the U.S.
Our marketing and communications team operates our brand management, enterprise web presence and care center websites, and creates other forms of patient communication and engagement materials. Our branding and marketing strategy to drive growth to our practices have continued to result in increased engagement with new and existing patients and expanded enterprise web presence.
Our marketing and communications team operates our brand management, enterprise web presence and certain practice location websites, and creates other forms of patient communication and engagement materials. Our branding and marketing strategy to drive growth to our practices have continued to result in increased engagement with new and existing patients and expanded enterprise web presence.
Other recent health reform initiatives and proposals at the federal and state levels include those focused on price transparency and out-of-network charges as well as pharmacy and pharmacy benefit manager reform efforts, which may impact prices, the relationships between hospitals, patients, payers, and providers, total cost of care and patient outcomes, and lead to further uncertainty in other participants in the healthcare industry, including employers.
Other recent health reform initiatives and proposals at the federal and state levels include those focused on price transparency and out-of-network charges as well as pharmacy and pharmacy benefit manager reform efforts, which may impact prices, the relationships between hospitals, patients, payers, and providers, total cost of care and patient outcomes, and lead to further uncertainty in other participants in the healthcare industry, including employers. 10 Table of Contents General Corporate Information Privia Health Group, Inc.
Legislation and administrative actions at the federal level may impact funding for, or the structure of, the Medicaid or Medicare program, and may shape administration of the Medicaid program at the state level and Medicare Advantage Programs.
Legislation and administrative actions at the federal level may impact funding for, the structure of, or who may be covered by, the Medicaid or Medicare programs, and may shape administration of the Medicaid program at the state level and Medicare Advantage Programs.
In those markets in which state regulations do not allow us to own Medical Groups, the Non-Owned Medical Groups may be owned by the Privia Physicians or majority owned indirectly by a licensed physician holding a Privia leadership position (each such Non-Owned Medical Group owned in this manner, a “Friendly Medical Group”) with Privia Physicians collectively owning a minority interest.
In those markets in which state regulations prohibit us from owning Medical Groups, the Non-Owned Medical Groups may be owned by the Privia Physicians or majority owned indirectly by a licensed physician holding a Privia leadership position (each such Non-Owned Medical Group owned in this manner, a “Friendly Medical Group”) with Privia Physicians collectively owning a minority interest.
Generally, 9 Table of Contents however, the exceptions or exemptions under state fraud and abuse laws, are less robust and developed than their federal counter parts.
Generally, however, the exceptions or exemptions under state fraud and abuse laws, are less robust and developed than their federal counter parts.
In addition, our National Physician Advisory Council (“NPAC”) brings together the clinical and executive local market leadership across the country to provide valuable input to improve our common technology-enabled platform, physician facing data reporting, common quality initiatives, marketing and product performance.
In addition, our National Physician Advisory Council (“NPAC”) brings together the clinical and executive local market 5 Table of Contents leadership across the country to provide valuable input to improve the Privia Platform, physician facing data reporting, common quality initiatives, marketing and product performance.
We own a majority interest in certain of our Medical Groups (each, an “Owned Medical Group”), with Privia Physicians collectively owning a minority interest, and we own no interest in certain other Medical Groups (each, a “Non-Owned Medical Group”).
We own a majority interest in certain of our Medical Groups (each, an “Owned Medical Group”), with Privia Physicians collectively owning a minority interest, and we own no interest in certain other Medical Groups for which we provide services through a services agreement (each, a “Non-Owned Medical Group”).
We believe the flexibility of our model uniquely positions us to address this large market opportunity. We understand that healthcare is local and that providers have insight into the needs of their patients and their community. With these issues in mind, Privia has been purpose-built to address a large market opportunity.
We understand that healthcare is local and that providers have insight into the needs of their patients and their community. With these issues in mind, Privia has been purpose-built to address a large market opportunity.
Our technology-enabled platform enables us to scale operations across approximately 4,800 implemented providers in multiple markets, enhance performance across multiple payer contracts and deliver superior quality care to patients across the demographic spectrum. Our technology-enabled platform supports providers, including by leveraging machine learning and artificial intelligence to reduce or automate certain administrative tasks.
The Privia Technology Solution enables us to scale operations in multiple markets, enhance performance across multiple payer contracts and deliver superior quality care to patients across the demographic spectrum. The Privia Technology Solution supports providers, including by leveraging machine learning and artificial intelligence (“AI”) to reduce or automate certain administrative tasks.
Reductions in the number of insured individuals or the scope of insurance coverage may have an adverse effect on our business. In addition, Medicare and Medicaid policies are subject to change, including as a result of changes in the presidential administration and Congress.
Reductions in the number of insured individuals or the scope of insurance coverage may have an adverse effect on our business. In addition, Medicare and Medicaid policies and programs, such as MSSP, are subject to change, and have changed, including as a result of changes in the political landscape.
Our integrated tools result in cost savings for Privia Providers in both commercial and federal programs by diverting costly patient encounters. In 2023, Privia operated ten ACOs that delivered care to more than 194,000 Medicare beneficiaries, achieving shared savings of $176.6 million through the MSSP, a shared savings increase of 34.1% over 2022.
Our integrated tools result in cost savings for Privia Providers in both commercial and federal programs by diverting costly patient encounters. In 2024, Privia operated nine ACOs that delivered care to more than 194,000 Medicare beneficiaries through MSSP, achieving shared savings of $233.1 million, an increase of 32% over 2023.
In 2024, we earned additional culture excellence awards from other organizations, highlighting our efforts in employee appreciation, our culture of respect, belonging, and continuous learning , employee well-being, professional development, purpose and values, leadership, innovation, compensation and benefits, and work-life flexibility.
In 2024, we earned additional culture excellence awards from other organizations, highlighting our efforts in employee experience, engagement practices, employee well-being, professional development, purpose and values, leadership, innovation, compensation and benefits, and work-life flexibility.
On a per capita or rate of use basis, our weighted average realized emergency department visits was 16% lower than the median MSSP ACO and 25% lower than total FFS Medicare; our weighted average outpatient facility spend was 18% lower than the median MSSP ACO and 33% lower than total FFS Medicare; and our weighted average inpatient facility spend was 14% lower than the median MSSP ACO and 27% lower than total FFS Medicare.
On a per capita or rate of use basis, our weighted average realized emergency department visits was 17% lower than the median MSSP ACO and 25% lower than total FFS Medicare; our weighted average outpatient facility spend was 23% lower than the median MSSP ACO and 35% lower than total FFS Medicare; and our weighted average inpatient facility spend was 13% lower than the median MSSP ACO and 28% lower than total FFS Medicare.
We and our Medical Groups attempt to structure those relationships to meet an exception to or otherwise comply with the Stark Law, but the regulations implementing the Stark Law, including the requirements to meet exceptions, are detailed and complex. We do not always have the benefit of significant regulatory or judicial interpretation of the Stark Law and its implementing regulations.
We and our Medical Groups attempt to structure those relationships to meet an exception to or otherwise comply with the Stark Law, but the regulations implementing the Stark Law, including the requirements to meet exceptions, are detailed and complex.
We aim to build relationships with key constituents including physicians, non-physician clinicians, patients, government programs, commercial payers and employers. As of December 31, 2024, we had 4,789 Privia Providers on the Privia Platform who are credentialed and bill for medical services, in both Owned and Non-Owned Medical Groups (as defined below), (“implemented providers”).
We aim to build relationships with key constituents including physicians, non-physician clinicians, patients, government programs, commercial payers and employers. As of December 31, 2025, we had 5,380 Privia Providers who are credentialed and bill for medical services, in both Owned and Non-Owned Medical Groups (as defined below), (“implemented providers”). Our implemented providers operate in over 1,300 practice locations.
The OIG has enacted safe harbor regulations that outline practices deemed protected from prosecution under the federal Anti-Kickback Statute.
Department of Health and Human Services (“OIG”) has enacted safe harbor regulations that outline practices deemed protected from prosecution under the federal Anti-Kickback Statute.
With the emergence of new technologies and market entrants, we expect to face increasing competition over time, which we believe will generally increase awareness of the need for modernized care models and other innovative solutions. 7 Table of Contents Intellectual Property We believe that our intellectual property rights are important to our business.
With the emergence of new technologies and market entrants, we expect to face increasing competition over time, which we believe will generally increase awareness of the need for modernized care models and other innovative solutions. 7 Table of Contents Intellectual Property We rely on a combination of trademarks, service marks, copyrights and trade secrets to protect our proprietary technology and other intellectual property.
We use these channels to communicate with investors and the public about our Company, our products and services, and other matters. Therefore, we encourage investors, the media, and others interested in our Company to 10 Table of Contents review the information we make public in these locations, as such information could be deemed to be material information.
Therefore, we encourage investors, the media, and others interested in our Company to review the information we make public in these locations, as such information could be deemed to be material information.
Five of the nine ACOs are participating in the MSSP Enhanced Track in the 2025 MSSP performance year. Network for Purchasers and Payers: Our Medical Groups enable providers to connect across our platform to better understand the holistic needs of each patient and connect them with other providers to address their individual medical needs.
Out of the ten ACOs, six were participating in the MSSP Enhanced Track with potential upside and downside financial risk. 4 Table of Contents Network for Purchasers and Payers: Our Medical Groups enable providers to connect across our platform to better understand the holistic needs of each patient and connect them with other providers to address their individual medical needs.
Allegations of violations of the federal Anti-Kickback Statute may also be brought under the federal Civil Monetary Penalty Law, which requires a lower burden of proof than other fraud and abuse laws.
Failure to qualify for a safe harbor does not mean the arrangement necessarily violates the federal Anti-Kickback Statute, but may subject the arrangement to greater scrutiny. Allegations of violations of the federal Anti-Kickback Statute may also be brought under the federal Civil Monetary Penalty Law, which requires a lower burden of proof than other fraud and abuse laws.
Of all patients seen by a Privia Provider virtually, over 90% did not return to the same doctor or another doctor in the same specialty for a follow up visit within seven days.
As of December 31, 2025, over 1.5 million distinct Privia Health patients have completed over 4.7 million virtual visits. Of all patients seen by a Privia Provider virtually, over 95% did not return to the same doctor or another doctor in the same specialty for a follow-up visit within seven days.
Privia cares for over 5.2 million patients, including in VBC arrangements approximately 782,000 commercial patients who have selected one of our Medical Groups as their provider of primary care services, as measured at the end of a particular period (“attributed lives”), approximately 185,000 Medicare Advantage attributed lives, 196,000 Medicare Shared Savings / Maryland PCP+ Program attributed lives, and approximately 97,000 Medicaid attributed lives.
Privia cares for over 5.8 million patients, including in VBC arrangements approximately 910,000 commercial patients, as measured at the end of a particular period (“attributed lives”), approximately 212,000 Medicare Advantage attributed lives, 298,000 Medicare Shared Savings / Maryland PCP+ Program attributed lives, and approximately 120,000 Medicaid attributed lives.
We rely on a combination of trademarks, service marks, copyrights and trade secrets to protect our proprietary technology and other intellectual property. As of December 31, 2024, we exclusively own six (6) registered trademarks in the United States, including Privia Health. In addition, we have registered domain names for websites that we use or may use in our business.
As of December 31, 2025, we exclusively own six (6) registered trademarks in the United States, including Privia Health. In addition, we have registered domain names for websites that we use or may use in our business.
Serving Our Communities We encourage and actively support our employees who want to have a meaningful and positive impact on their communities and charitable causes by giving their time, talents and resources. The Company supported various charitable organizations throughout the year, focused on heart health, food disparities across our geographies, and holiday donations for certain communities.
Serving Our Communities 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 resources. The Company supports various charitable organizations throughout the year, focusing our efforts on support for the communities in which Privia Physicians practice.
Rising Healthcare Costs Healthcare spending in the United States reached nearly $4.9 trillion in 2023 or $14,570 per person, according to Centers for Medicare and Medicaid Services (“CMS”), representing approximately 17.6% of U.S. GDP. National health expenditures are projected to reach $7.7 trillion or 19.7% of GDP by 2032, according to CMS, outpacing both GDP and inflation expectations.
Rising Healthcare Costs Health expenditures in the United States grew 7.2% to reach $5.3 trillion in 2024, or $15,474 per person, according to Centers for Medicare and Medicaid Services (“CMS”), representing approximately 18.0% of U.S. GDP. National health expenditures are projected to reach $8.6 trillion or 20.3% of GDP by 2033, according to CMS, outpacing average GDP growth.
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. Our platform (the “Privia Platform”) is powered by our Privia Technology Solution that integrates both Privia-developed and third-party applications into a seamless interface and workflow that manages all aspects of our Privia Providers’ provision of healthcare services.
Our technology and service solutions (collectively, the “Privia Platform”) are powered by our Privia Technology Solution that integrates both Privia-developed and third-party applications into a seamless interface and workflow that manages all aspects of our Privia Providers’ provision of healthcare services.
The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We announce material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and our website.
The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
As our Medical Groups grow, we transition our markets to VBC programs as demonstrated by the increase in our attributed risk lives across various programs. Our Market Opportunity Our growth strategy is centered on capturing opportunities in existing markets and entering multiple new markets nationally over the next decade.
As our Medical Groups grow, we transition our markets to VBC programs as demonstrated by the increase in our attributed risk lives across various programs.
During the year ended December 31, 2024, approximately 7% of our visit volume was delivered virtually across our markets and specialties. 5 Table of Contents Governance and Physician Leadership Culture Our multipurpose governance model includes a local governance structure tailored to each market and is intended to improve aspects of our patient, physician and payer relationships.
Governance and Physician Leadership Culture Our multipurpose governance model includes a local governance structure tailored to each market that is intended to improve aspects of our patient, physician and payer relationships.
Our value proposition and comprehensive solution set address needs across the spectrum of physician practices. We believe our technology-enabled platform is differentiated and well positioned to drive sustainable long-term growth.
Our value proposition and comprehensive solution set address needs across the spectrum of physician practices.
According to Statista, there were approximately 1,000,000 total physicians and providers in the U.S. as of May 2024. Nephron Research estimated in its December 2024 research report titled “Healthcare Services 2025 Outlook” that the “physician enablement” 3 Table of Contents market in which we participate represents up to $2.4 trillion of that total healthcare spend.
Nephron Research estimated in a December 2024 research report titled “Healthcare Services 2025 Outlook” that the “physician enablement” market in which we participate represents up to $2.4 trillion of that total healthcare spend. We believe the flexibility of our model uniquely positions us to address this large market opportunity.
General Corporate Information Privia Health Group, Inc. (NASDAQ: PRVA) was incorporated in Delaware in 2016. Our Telephone number is (571) 366-8850. Our website is priviahealth.com.
(Nasdaq: PRVA) was incorporated in Delaware in 2016. Our website is priviahealth.com.
For the 2024 MSSP performance year, Privia had a total of nine ACOs serving over 192,000 Medicare beneficiaries across the District of Columbia and eleven states, including California, Connecticut, Florida, Georgia, Maryland, Montana, North Carolina, Tennessee, Texas, Virginia and Washington state.
For the 2025 MSSP performance year, Privia had a total of ten ACOs serving over 298,000 Medicare beneficiaries.
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Our implemented providers operate in over 1,200 care center locations.
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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.
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Out of the nine ACOs, five were participating in the MSSP Enhanced Track with potential upside and downside financial risk. For the 2025 MSSP performance year, Privia will have nine ACOs participating in the MSSP 4 Table of Contents serving approximately 196,000 Medicare beneficiaries.
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Our Market Opportunity Our growth strategy is centered on capturing opportunities in existing markets and entering multiple new markets nationally over the next decade. 3 Table of Contents According to Statista, there were approximately 1,000,000 total physicians and providers in the U.S. as of May 2024.
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Virtual visit volume increased rapidly during the COVID-19 pandemic and we continue to offer virtual visits, including through our 24/7 Virtual Clinic. As of December 31, 2024, over 1.2 million distinct Privia Health patients have completed over 3.7 million virtual visits.
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In addition to the Anti-Kickback Statute, in October 2018, the U.S. enacted the Eliminating Kickbacks in Recovery Act of 2018 (“EKRA”), as part of the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act.
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Failure to qualify for a safe harbor does not mean the arrangement necessarily violates the federal Anti-Kickback Statute, but may subject the arrangement to greater scrutiny.
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EKRA is an all-payer anti-kickback law that makes it a criminal offense to pay any remuneration to induce referrals to, or in exchange for, patients using the services of a recovery home, a substance use clinical treatment facility, or laboratory.
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Additionally, we have a task force that is activated in advance of weather events or impending natural disasters. The task force coordinates outreach to each employee in the potential impact area and remains in touch throughout the duration and recovery. The task force assesses impact and provides resources to address the most pressing, time-sensitive needs.
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While EKRA may have been intended to address inducements related to substance use recovery and treatment, the language in EKRA is broadly written. No regulations have yet been issued clarifying EKRA’s scope and intent.
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Should a disaster occur that impacts employees in any of our geographies, the Privia Employee Disaster Relief Fund, originally established in August 2017, is reopened. Through donations to the relief fund, employees are able to support their colleagues who applied for help. 11 Table of Contents

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLegal challenges or shifting interpretations of applicable laws could require us to make significant changes to our operations, which could adversely affect our business. • Our business, financial condition and results of operations may be adversely affected by changes and uncertainty in the healthcare industry, including health reform initiatives and other changes to laws and regulations. • We, our Medical Groups and Privia Providers, may be subject to legal proceedings, including litigation, governmental investigations and claims, and payer audits. • Risks associated with VBC arrangements may negatively impact our business, operations, and financial condition. • If federal or state healthcare programs or commercial payers reduce reimbursement rates we receive or alter payment terms, if we and our Medical Groups are unable to retain and negotiate favorable contracts with private third-party payers, if insured individuals move to health plans with greater coverage exclusions or restrictions or narrower networks, or if our Medical Groups’ volume of uninsured or underinsured patients increases, or if patient responsibility accounts are not able to be collected, our revenues may decline, adversely affecting our financial condition and results of operations. • The reimbursement process is complex and may involve delays and other uncertainties, which may adversely affect our business, operations, and revenues. • The information that we or our Medical Groups provide to Medicare Advantage plans could be inaccurate, incomplete or unsupportable, which could impact result in harm to our business, operations and financial condition. • Third-party payer controls designed to reduce costs and other payer practices to decrease or review utilization, surgical procedure volumes or reimbursement for services rendered may reduce our revenues. • If the Company and its Medical Groups are unable to effectively compete, including by innovating and evolving our service offerings, our business, financial condition, and results of operations could be adversely impacted. • Our sales and implementation cycle can be long and unpredictable and requires considerable time and expense, which may cause our results of operations to fluctuate. • Our performance depends on our ability to efficiently price the Privia Technology Solution and our Privia operating model and to contract with Medical Groups, Privia Providers, health system partners, ACO participants and third-party payers. • The success of our business depends on the execution of our growth strategy, which may not prove viable and we may not realize expected results, or if the estimates and assumptions we use to determine the size of our total addressable market, or TAM, are inaccurate, our future growth rate may be impacted and our business could be harmed. • If certain of our vendors do not meet our needs, our business, ability to operate, financial condition, cash flows, results of operations, and relationships with our Medical Groups, Privia Providers and their patients could be negatively impacted. • If we are not able to maintain and enhance our reputation and brand recognition, including through the maintenance and protection of trademarks, our business and results of operations will be harmed. • The operations of the Company and its Medical Groups are concentrated in the fourteen states and the District of Columbia, which makes us sensitive to regulatory, economic, public health, environmental, competitive and other conditions and 12 Table of Contents changes in these jurisdictions, and we may not be able to successfully establish a presence in new geographic markets. • Changes in treatment methodologies, trends related to the usage of primary care and specialist healthcare services, or the failure to effectively obtain medical supplies and drugs for Medical Groups could cause our results of operations to decline. • Security threats, cybersecurity incidents or other forms of data breaches, catastrophic events and other disruptions to our, our Medical Groups’, our business partners’ or our vendors’ information technology and related systems could compromise sensitive information related to our business, the Medical Groups or patients, prevent access to critical information, harm patients, require remediation and other corrective action, which can be expensive, and expose us to liability, which could adversely affect our business, operations and reputation. • If we cannot timely implement the Privia Technology Solution for Privia Physicians and new Medical Groups, or promptly resolve Privia Provider and patient concerns, or if the Privia Technology Solution fails to operate as we expect, our business and results of operations may be adversely impacted, we could be subject to litigation, and our reputation may be harmed. • If we are unable to obtain, maintain and enforce intellectual property protection for our technology or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology substantially similar to ours, and our ability to successfully commercialize our technology may be adversely affected. • Third parties may allege that we are infringing, misappropriating or otherwise violating their intellectual property rights and in some instances initiate formal legal proceedings, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations. • If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected. • Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations. • Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation. • We face risks associated with healthcare technology initiatives, including those related to sharing patient data and interoperability, as well as our use of certain artificial intelligence and machine learning models. • Our use, disclosure, and other processing of personal information, including health-related information, is subject to HIPAA, other federal and state privacy and security regulations, and contractual obligations, and our actual or perceived failure to comply with those regulations or contractual obligations could result in significant liability or reputational harm and, in turn, a material adverse effect on our patient base and revenue. • We depend on our senior management team and other key employees, and the loss of one or more of these employees or an inability to attract, recruit, motivate, develop and retain other highly skilled employees could harm our business. • The operations and growth strategy of the Company and its Medical Groups depend on our ability to recruit and retain qualified talent, including physicians and non-physician practitioners. • Our management team has limited experience managing a public company, and our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, our business may be harmed. • Our overall business results may suffer from an economic downturn or deterioration of public health conditions associated with a pandemic, epidemic or outbreak of an infectious disease. • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to maintain profitability. • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations. • Our indebtedness, Revolving Credit Agreement terms, or any failure to raise additional capital or generate cash flow to expand our operations could adversely affect our business and growth prospects or restrict our current and future operations. • We may fail to maintain effective internal control over financial reporting, which may adversely affect investor confidence. • Negative publicity relating to our business, industry, Medical Groups or Privia Providers and evolving expectations related to ESG initiatives may have a material adverse effect on our business or financial results. • Provisions of our corporate governance documents could make an acquisition of us more difficult, may prevent attempts by our shareholders to replace or remove our current management, or may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. • Our operating results and stock price may be volatile, the market price of our common stock could drop significantly and you may not receive any return on your investment in our stock. 13 Table of Contents Legal and Regulatory Risks We conduct business in a heavily regulated industry, which increases our costs and could restrict the conduct of our business, and if the Company or our Medical Groups fail to comply with the extensive applicable healthcare laws and government regulations, which may change from time to time, we could suffer adverse financial impacts, be required to make significant changes to our operations, or experience reputational harm, any or all of which may adversely affect our business.
Biggest changeLegal challenges or shifting interpretations of applicable laws could require us to make significant changes to our operations, which could adversely affect our business. • Our business, financial condition and results of operations may be adversely affected by changes and uncertainty in the healthcare industry, including health reform initiatives and other changes to laws and regulations. • We, our Medical Groups and Privia Providers, may be subject to legal proceedings, including litigation, governmental investigations and claims, and payer audits. • Risks associated with VBC arrangements may negatively impact our business, operations, and financial condition. • If federal or state healthcare programs or commercial payers reduce reimbursement rates we receive or alter payment terms, if we and our Medical Groups are unable to retain and negotiate favorable contracts with private third-party payers, if insured individuals move to health plans with greater coverage exclusions or restrictions or narrower networks, or if our Medical Groups’ volume of uninsured or underinsured patients increases, or if patient responsibility accounts are not able to be collected, our revenues may decline, adversely affecting our financial condition and results of operations. • The reimbursement process is complex and may involve delays and other uncertainties, which may adversely affect our business, operations, cash flows, revenues, and earnings. • The information that we or our Medical Groups provide to Medicare Advantage plans and third-party payers could be inaccurate, incomplete or unsupportable, which could impact result in harm to our business, operations and financial condition. • Third-party payer controls designed to reduce costs and other payer practices to decrease or review utilization, surgical procedure volumes or reimbursement for services rendered may reduce our revenues. • If the Company and its Medical Groups are unable to effectively compete, including by innovating and evolving our service offerings, our business, financial condition, and results of operations could be adversely impacted. • Our sales and implementation cycle can be long and unpredictable and requires considerable time and expense, which may cause our results of operations to fluctuate. • Our performance depends on our ability to efficiently price the Privia Technology Solution, the Privia Platform, and our Privia operating model and to contract with Medical Groups, Privia Providers, health system partners, ACO participants and third-party payers. • The success of our business depends on the execution of our growth strategy, which may not prove viable and we may not realize expected results, and if the estimates and assumptions we use to determine the size of our total addressable market, or TAM, are inaccurate, our future growth rate may be impacted and our business could be harmed. • We may encounter difficulty acquiring entities or assets, face challenges integrating the operations of acquired businesses or realizing expected results or become liable for unknown or contingent liabilities as a result of acquisitions. • If certain of our vendors do not meet our needs, our business, ability to operate, financial condition, cash flows, results of operations, and relationships with our Medical Groups, Privia Providers and their patients could be negatively impacted. 13 Table of Contents • If we are not able to maintain and enhance our reputation and brand recognition, including through the maintenance and protection of trademarks, our business and results of operations will be harmed. • The operations of the Company and its Medical Groups are concentrated in certain U.S. states, which makes us sensitive to regulatory, economic, public health, environmental, competitive and other conditions and changes in these jurisdictions, and we may not be able to successfully establish a presence in new geographic markets. • Changes in treatment methodologies, trends related to the usage of primary care and specialist healthcare services, or the failure to effectively obtain medical supplies, drugs and other goods for Medical Groups could cause our results of operations to decline. • Security threats, cybersecurity incidents or other forms of data breaches, catastrophic events and other disruptions to our, our Medical Groups’ and ACOs’, our business partners’ or our vendors’ information technology and related systems could compromise sensitive information related to our business, the Medical Groups or patients, prevent access to critical information, harm patients, require remediation and other corrective action, which can be expensive, and expose us to liability, which could adversely affect our business, operations and reputation. • If we cannot timely implement the Privia Technology Solution for Privia Physicians and new Medical Groups, or promptly resolve Privia Provider and patient concerns, or if the Privia Technology Solution fails to operate as we expect, our business and results of operations may be adversely impacted, we could be subject to litigation, and our reputation may be harmed. • If we are unable to obtain, maintain and enforce intellectual property protection for our technology or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology substantially similar to ours, and our ability to successfully commercialize our technology may be adversely affected. • Third parties may allege that we are infringing, misappropriating or otherwise violating their intellectual property rights and in some instances initiate formal legal proceedings, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations. • If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected. • Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations. • Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation. • We face risks associated with healthcare technology initiatives, including those related to sharing patient data and interoperability, as well as our use of certain AI and machine learning models. • Our use, disclosure, and other processing of personal information, including health-related information, is subject to HIPAA, other federal and state privacy and security regulations, and contractual obligations, and our actual or perceived failure to comply with those regulations or contractual obligations could result in significant liability or reputational harm and, in turn, a material adverse effect on our patient base and revenue. • We depend on our senior management team and other key employees, and the loss of one or more of these employees or an inability to attract, recruit, motivate, develop and retain other qualified talent, including physicians and non-physician practitioners for our Medical Groups could harm our business, operations and growth strategy. • Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, our business may be harmed. • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to maintain profitability, and our ability to use our net operating losses to offset future taxable income is subject to certain limitations. • Any limitations imposed by indebtedness or any failure to raise additional capital or generate cash flow to expand our operations could restrict our current and future operations or adversely affect our business and growth prospects. • We may fail to maintain effective internal control over financial reporting, which may adversely affect investor confidence. • Our overall business results may suffer from a deterioration of public health conditions associated with a pandemic, epidemic or outbreak of an infectious disease. 14 Table of Contents Legal and Regulatory Risks We conduct business in a heavily regulated industry, which increases our costs and could restrict the conduct of our business, and if the Company or our Medical Groups fail to comply with the extensive applicable healthcare laws and government regulations, which may change from time to time, we could suffer adverse financial impacts, be required to make significant changes to our operations, or experience reputational harm, any or all of which may adversely affect our business.
If we or the Medical Groups are found to be in violation of the Stark Law or any other federal or state law affecting our business model or practices, we could be required to discontinue part of our current business or change our business structure, operations, or relationships with third-parties, such as Privia Providers, health system partners or payers, which may require us to incur significant costs.
If we or our Medical Groups are found to be in violation of the Stark Law or any other federal or state law affecting our business model or practices, we could be required to discontinue part of our current business or change our business structure, operations, or relationships with third-parties, such as Privia Providers, health system partners or payers, which may require us to incur significant costs.
As more of our and our Medical Groups’ revenues are derived from VBC arrangements, actuarial modeling and effective strategies to appropriately control costs and expenses are necessary for success, and any failure by us or our Medical Groups to adequately predict and control our and the Medical Groups’ costs and expenses and to make reasonable estimates and maintain adequate accruals for incurred but not reported claims, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
As more of our and our Medical Groups’ revenues are derived from VBC arrangements, actuarial modeling and effective strategies to appropriately control costs and expenses are necessary for success, and any failure by us or our Medical Groups to adequately predict and control our and the Medical Groups’ costs and expenses and to make reasonable estimates and maintain adequate accruals for VBC revenues or incurred but not reported claims, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Some of our competitors may have greater financial, technical, political, and marketing resources, name recognition, broader or more effective service offerings, or a larger number of patients, customers, or payers than we do. In addition, some of our competitors have been in business longer than we have or and may have more mature or effective tools, strategies and procedures.
Some of our competitors may have greater financial, technical, political, and marketing resources, name recognition, broader or more effective service offerings, or a larger number of patients, customers, or payers than we do. In addition, some of our competitors have been in business longer than we have or may have more mature or effective tools, strategies and procedures.
Generally, other medical groups and healthcare providers in the markets our Medical Groups serve provide services similar to those our Medical Groups offer, but some competing providers may be more established, have higher caliber facilities and equipment, be located in areas that are easier to access, and offer better access and a broader array of specialties and services.
Generally, other medical groups and healthcare providers in the markets our Medical Groups serve provide services similar to those our Medical Groups offer, but some competing providers may be more established, have higher caliber facilities and equipment, be located in areas that are easier to access, and offer better access to and a broader array of specialties and services.
Consolidation within third-party payer industry may negatively affect the ability of the Company and its Medical Groups to negotiate prices and favorable terms with health insurers, as well as our ability to successfully market our services to providers.
Consolidation within the third-party payer industry may negatively affect the ability of the Company and its Medical Groups to negotiate prices and favorable terms with health insurers, as well as our ability to successfully market our services to providers.
Additionally, service certain of the Company’s service providers, including technology or AI-related service providers, may experience service disruptions from a variety of factors outside of the Company’s control ranging from severe or extreme weather to cybersecurity incidents and geopolitical conflict, and our operations could be negatively impacted by any disruption or vulnerabilities in the services they provide resulting from such factors outside our control.
Additionally, certain of the Company’s service providers, including technology or AI-related service providers, may experience service disruptions from a variety of factors outside of the Company’s control ranging from severe or extreme weather to cybersecurity incidents and geopolitical conflict, and our operations could be negatively impacted by any disruption or vulnerabilities in the services they provide resulting from such factors outside our control.
We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with Medical Groups, Privia Providers, patients, ACO participants, and payers, and to our ability to attract new Medical Groups, Privia Physicians and patients.
We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with Medical Groups, Privia Providers, patients, ACO participants, and payers, and to our ability to attract new Medical Groups, Privia Physicians, ACO participants, and patients.
If our we or our Medical Groups are unable to obtain sufficient supplies or are unable to access new or replacement products, it could negatively impact the ability of our Medical Groups to provide services to patients. Higher costs and insufficient supplies could adversely affect our business, results of operations, financial condition, and cash flows.
If we or our Medical Groups are unable to obtain sufficient supplies or are unable to access new or replacement products, it could negatively impact the ability of our Medical Groups to provide services to patients. Higher costs and insufficient supplies could adversely affect our business, results of operations, financial condition, and cash flows.
Factors that may affect our ability to enter into new contracts, execute our sales strategy and achieve our expected retention rates include, but are not limited to, the following: • the price, performance, functionality and security of the Privia Technology Solution; • Privia Physician and Medical Group adoption of new services; • our ability to adapt to emerging demands, including adapting to the ways in which providers, patients, payers and other third parties interact with the Privia Technology Solution and our operating model; • our ability to innovate, develop complementary solutions and evolve our service offerings in a way that is useful to providers, patients and payers; • our ability to invest in research and development and obtain reasonable returns on such investments; • the availability, price and performance of competing solutions; and • industry consolidation.
Factors that may affect our ability to enter into new contracts, execute our sales strategy and achieve our expected retention rates include, but are not limited to, the following: • the price, performance, functionality and security of the Privia Technology Solution; • Privia Physician and Medical Group adoption of new services; • our ability to adapt to emerging demands, including adapting to the ways in which providers, patients, payers and other third parties interact with the Privia Technology Solution, the Privia Platform, and our operating model; • our ability to innovate, develop complementary solutions and evolve our service offerings in a way that is useful to providers, patients and payers; • our ability to invest in research and development and obtain reasonable returns on such investments; • the availability, price and performance of competing solutions; and • industry consolidation.
Risk Factor Summary The following is a summary of risks factors that could materially and adversely affect our business, financial condition and results of operations. • We conduct business in a heavily regulated industry, which increases our costs and could restrict the conduct of our business, and if the Company or our Medical Groups fail to comply with the extensive applicable healthcare laws and government regulations, which may change from time to time, we could suffer adverse financial impacts, be required to make significant changes to our operations, or experience reputational harm, any or all of which may adversely affect our business. • Our business model relies on a complex legal framework that governs our relationships with Medical Groups and Privia Providers.
Risk Factor Summary The following is a summary of risk factors that could materially and adversely affect our business, financial condition and results of operations. • We conduct business in a heavily regulated industry, which increases our costs and could restrict the conduct of our business, and if the Company or our Medical Groups fail to comply with the extensive applicable healthcare laws and government regulations, which may change from time to time, we could suffer adverse financial impacts, be required to make significant changes to our operations, or experience reputational harm, any or all of which may adversely affect our business. • Our business model relies on a complex legal framework that governs our relationships with Medical Groups and Privia Providers.
Interruptions in third-party systems or services, or our own systems or our Medical Groups’ systems, whether due to system failures, cyber incidents, physical or electronic break-ins or other events, could affect the security or availability of our platform or services and Medical Group services, including EMR access, patient scheduling, patient and Privia Physician portals; prevent or limit access to the Privia Technology Solution or other services by Privia Physicians and their patients; result in noncompliance with privacy laws and regulations; result in the loss of proprietary or personal information; hurt our relationships with Medical Groups, Privia Physicians, patients, payers, and other network participants; and expose us and our Medical Groups to third-party liabilities.
Interruptions in third-party systems or services, or our own or our Medical Groups’ systems, whether due to system failures, cyber incidents, physical or electronic break-ins or other events, could affect the security or availability of the Privia Platform and Medical Group services, including EMR access, patient scheduling, patient and Privia Physician portals; prevent or limit access to the Privia Technology Solution or other services by Privia Providers and their patients; result in noncompliance with privacy laws and regulations; result in the loss of proprietary or personal information; hurt our relationships with Medical Groups, Privia Physicians, patients, payers, and other network participants; and expose us and our Medical Groups to third-party liabilities.
The Revolving Credit Agreement contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to: • incur additional indebtedness or other contingent obligations; • create liens; • make investments, acquisitions, loans and advances; • consolidate, merge, liquidate or dissolve; • sell, transfer or otherwise dispose of our assets; • pay dividends on our equity interests or make other payments in respect of capital stock; and • materially alter the business we conduct.
Additionally, our Revolving Credit Agreement contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to: • incur additional indebtedness or other contingent obligations; • create liens; • make investments, acquisitions, loans and advances; • consolidate, merge, liquidate or dissolve; • sell, transfer or otherwise dispose of our assets; • pay dividends on our equity interests or make other payments in respect of capital stock; and • materially alter the business we conduct.
If a substantial number of data providers were to withdraw or restrict their data, or if they fail to adhere to our quality control standards, and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide appropriate services to our Privia Physicians, Medical Groups, health system or hospital partners, patients, and commercial payer customers could be materially adversely impacted, which could have a material adverse effect on our business, financial condition and results of operations.
If a substantial number of data providers were to withdraw or restrict their data, or if they fail to adhere to our quality control standards, and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide appropriate services to our Privia Providers, Medical Groups, health system or hospital partners, patients, and commercial payer customers could be materially adversely impacted, which could have a material adverse effect on our business, financial condition and results of operations.
Technology, Cybersecurity and Privacy Risks Security threats, cybersecurity incidents or other forms of data breaches, catastrophic events and other disruptions to our, our Medical Groups’, our business partners’ or our vendors’ information technology and related systems could compromise sensitive information related to our business, the Medical Groups or patients, prevent access to critical information, harm patients, require remediation and other corrective action, which can be expensive, and expose us to liability, which could adversely affect our business, operations and reputation.
Technology, Cybersecurity and Privacy Risks Security threats, cybersecurity incidents or other forms of data breaches, catastrophic events and other disruptions to our, our Medical Groups’ and ACOs’, our business partners’ or our vendors’ information technology and related systems could compromise sensitive information related to our business, the Medical Groups or patients, prevent access to critical information, harm patients, require remediation and other corrective action, which can be expensive, and expose us to liability, which could adversely affect our business, operations and reputation.
Any delays in information from payers or issues with the quality or integrity of data from third-parties, including as a result of the highly complex process required to summarize, organize and deliver actionable data to Privia Providers, may prevent us, our Medical Groups or ACO participants, from making necessary changes to mitigate potential quality concerns, attribution changes or total cost of care.
Any delays or inaccuracies in information from payers or issues with the quality or integrity of data from third-parties, including as a result of the highly complex process required to summarize, organize and deliver actionable data to Privia Providers, may prevent us, our Medical Groups or ACO participants, from making necessary changes to mitigate potential quality concerns, attribution changes or total cost of care.
In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our Medical Groups, Privia Physicians, ACO participants, health system or hospital partners, patients, or payers, or any adverse publicity or litigation involving or surrounding us, one of our Medical Groups, or our management, could make it substantially more difficult for us to attract new Privia Physicians, New Medical Group, or retain existing Privia Providers and Medical Groups.
In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our Medical Groups, Privia Physicians, ACO participants, health system or hospital partners, patients, or payers, or any adverse publicity or litigation involving or surrounding us, any of our Medical Groups, Privia Providers or our management, could make it substantially more difficult for us to attract new Privia Physicians, New Medical Group, or retain existing Privia Providers and Medical Groups.
Even if a state regulatory agency does not directly oversee the transfer of risk by a payer to a downstream entity, the state may require the licensed payer to include certain oversight mechanisms in payer contracts, which could increase our or our Medical Groups’ administrative costs and have an adverse effect on our business, cash flows or results of operations.
Even if a state regulatory agency does not directly oversee the transfer of risk by a payer to a downstream entity, the state may require the licensed payer to include certain oversight mechanisms in payer contracts, which could increase our, our Medical Groups’ or ACOs’ administrative costs and have an adverse effect on our business, cash flows or results of operations.
We determine these prices based on factors such as prior experience, the costs inputs associated with the services, market competition and feedback from our Medical Groups, Privia Physicians, health system or hospital partners and ACO participants, our assessments may not be accurate and we could be underpricing or overpricing the Privia Technology Solution and our operating model.
We determine these prices based on factors such as prior experience, the costs inputs associated with the services, market competition and feedback from our Medical Groups, Privia Physicians, health system or hospital partners and ACO participants, our assessments may not be accurate and we could be underpricing or overpricing the Privia Technology Solution, the Privia Platform, and our operating model.
Our and the Medical Groups’ systems interface with and rely on third-party provided systems that we do not directly control, such as the athenahealth EMR and platforms that support the interoperability of the healthcare infrastructure for treatment, payment and operations. Third-party technology platforms are increasingly important to our business and continue to grow in complexity and scope.
Our and the Medical Groups’, and ACOs’ systems interface with and rely on third-party provided systems that we do not directly control, such as the athenahealth EMR and platforms that support the interoperability of the healthcare infrastructure for treatment, payment and operations. Third-party technology platforms are increasingly important to our business and continue to grow in complexity and scope.
Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Our future financial performance will depend in part on growth in the healthcare market and on our ability to adapt to emerging demands of the market, including adapting to the ways our Medical Groups, Privia Physicians and their patients, our health system and hospital partners, and third-party payers interact with our technology-enabled platform, the Privia Technology Solution and our operating model.
Our future financial performance will depend in part on growth in the healthcare market and on our ability to adapt to emerging demands of the market, including adapting to the ways our Medical Groups, Privia Physicians and their patients, our health system and hospital partners, and third-party payers interact with the Privia Technology Solution, the Privia Platform, and our operating model.
Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations. We depend upon licenses from third parties for some of the technology and data used in the Privia Technology Solution.
Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations. We depend upon licenses from third parties for some of the technology and data used in the Privia Technology Solution and the Privia Platform.
Our Medical Groups may be all participants in an “Affiliated Covered Entity” or an “Organized Health Care Arrangement” under HIPAA, which groups of legally separate covered entities that consider themselves a single covered entity due to affiliation, some common control or ownership, or through clinical integration and/or care coordination.
Our Medical Groups may be all participants in an “Affiliated Covered Entity” or an “Organized Health Care Arrangement” under HIPAA, which groups legally separate covered entities that consider themselves a single covered entity due to affiliation, some common control or ownership, or through clinical integration and/or care coordination.
Section 404(b) of the Sarbanes-Oxley Act requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal control over financial reporting. Our compliance with Section 404(a) has required to incur substantial expenses and expend significant management efforts.
Section 404(b) of the Sarbanes-Oxley Act requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal control over financial reporting. Our compliance with Section 404(a) has required us to incur substantial expenses and expend significant management efforts.
To compete, we must continue to invest significant resources in research and development in order to enhance our existing service offerings and introduce new high-quality services and applications that such customers will want, while offering and operating the Privia Technology Solution at competitive prices.
To compete, we must continue to invest significant resources in research and development in order to enhance our existing service offerings and introduce new high-quality services and applications that such customers will want, while offering and operating the Privia Technology Solution and Privia Platform at competitive prices.
We and our Medical Groups may incur substantial costs, delays and disruptions to our business in transitioning such services to internal platforms or other third-party vendors. Any of the foregoing could materially harm our competitive position, business, results of operations, financial condition and cash flows.
We, our Medical Groups, and ACOs may incur substantial costs, delays and disruptions to our business in transitioning such services to internal platforms or other third-party vendors. Any of the foregoing could materially harm our competitive position, business, results of operations, financial condition and cash flows.
We and our Medical Groups may face increased challenges recruiting and retaining quality physicians as the physician population reaches retirement age, particularly if there are shortages of physicians willing and able to provide comparable services. Further, the ability to recruit and contract with physicians is closely regulated.
We and our Medical Groups face increased challenges recruiting and retaining quality physicians as the physician population reaches retirement age, particularly if there are shortages of physicians willing and able to provide comparable services. Further, the ability to recruit and contract with physicians is closely regulated.
Any material change in payment programs or regulatory, economic, public health, environmental or competitive conditions in these states or the District of Columbia could have a disproportionate effect on our operating results and financial condition, and could disrupt the operations of our Medical Groups and Privia Providers.
Any material change in payment programs or regulatory, economic, public health, environmental or competitive conditions in these states or the District of Columbia could have a disproportionate effect on our operating results and financial condition, and could disrupt the operations of our Medical Groups, Privia Providers, and ACOs.
We, our Medical Groups or our vendors could be subject to incidents that bypass security measures, impact the integrity, availability or privacy of PHI or other data subject to privacy laws or disrupt our or their information systems, devices or business, including the ability to provide various healthcare services.
We, our Medical Groups, ACOs, or our vendors could be subject to incidents that bypass security measures, impact the integrity, availability or privacy of PHI or other data subject to privacy laws or disrupt our or their information systems, devices or business, including the ability to provide various healthcare services.
If we or our Medical Groups fail to comply with insurance laws and regulations, including licensure and oversight requirements, we may be required to make changes to our operations and could be subject to civil and/or criminal penalties, denial of future licensure applications and termination of payer contracts.
If we, our Medical Groups or ACOs fail to comply with insurance laws and regulations, including licensure and oversight requirements, we may be required to make changes to our operations and could be subject to civil and/or criminal penalties, denial of future licensure applications and termination of payer contracts.
We and our Medical Groups, directly and through our vendors and other third parties, collect and store on networks, devices and third-party technology platforms sensitive information, including intellectual property, proprietary and confidential business information, protected health information of patients and personally identifiable information of our employees and patients.
We, our Medical Groups, and ACOs, directly and through our vendors and other third parties, collect and store on networks, devices and third-party technology platforms sensitive information, including intellectual property, proprietary and confidential business information, protected health information of patients and personally identifiable information of our employees and patients.
Our commercial success depends on our ability to develop, commercialize and protect our technology-enabled platform, the Privia Technology Solution and the Privia operating model, and use our internally developed technology without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties.
Our commercial success depends on our ability to develop, commercialize and protect the Privia Platform, the Privia Technology Solution and the Privia operating model, and use our internally developed technology without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties.
If any commercial payers reduce their reimbursement rates, elect not to cover some or all of the healthcare services our Medical Groups provide, restrict our ability to add new providers or participate in new products or plans, or restrain the ability of Privia Providers to furnish services to patients through plan structures or cost control strategies, our business may be harmed. 19 Table of Contents Our future success will depend, in part, on our and our Medical Groups’ ability to retain and renew our third-party payer contracts and enter into new contracts on favorable terms.
If any commercial payers reduce their reimbursement rates, elect not to cover some or all of the healthcare services our Medical Groups provide, restrict our ability to add new providers or participate in new products or plans, or restrain the ability of Privia Providers to furnish services to patients through plan structures or cost control strategies, our business may be harmed. 20 Table of Contents Our future success will depend, in part, on our and our Medical Groups’ ability to retain and renew our third-party payer contracts and enter into new contracts on favorable terms.
We and our Medical Groups have vendors that may be the sole or primary source of certain services, products or technology critical to the services either we, our Medical Groups or Privia Providers furnish, which augments the aforementioned risks with respect to these vendors.
We, our Medical Groups, and ACOs have vendors that may be the sole or primary source of certain services, products or technology critical to the services either we, our Medical Groups, Privia Providers, or ACOs furnish, which augments the aforementioned risks with respect to these vendors.
While we and our Medical Groups have in place insurance coverage designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.
While we, our Medical Groups, and ACOs have in place insurance coverage designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.
In addition, our failure to accurately anticipate the application of various federal and state laws to our business or otherwise comply with legal requirements could result in significant legal expenses, divert management’s attention from the operation of our business, and result in adverse publicity, any of which could have a material adverse effect on our business. 16 Table of Contents Our business, financial condition and results of operations may be adversely affected by changes and uncertainty in the healthcare industry, including health reform initiatives and other changes to laws and regulations.
In addition, our failure to accurately anticipate the application of various federal and state laws to our business or otherwise comply with legal requirements could result in significant legal expenses, divert management’s attention from the operation of our business, and result in adverse publicity, any of which could have a material adverse effect on our business. 17 Table of Contents Our business, financial condition and results of operations may be adversely affected by changes and uncertainty in the healthcare industry, including health reform initiatives and other changes to laws and regulations.
Risks Related to our Business and Operations Risks associated with VBC arrangements may negatively impact our business, operations, and financial condition. A significant portion of our business is derived from VBC arrangements for healthcare services, including MSSP and Medicare Advantage.
Risks Related to Our Business and Operations Risks associated with VBC arrangements may negatively impact our business, operations, and financial condition. A significant portion of our business is derived from VBC arrangements for healthcare services, including MSSP, Medicare Advantage and commercial VBC arrangements.
Some private third-party payers are also transitioning toward APMs or implementing other VBC strategies. For example, many large private third-party payers, such as managed care plans, currently require physicians to report quality data.
Many private third-party payers are also transitioning toward APMs or implementing other VBC strategies. For example, many large private third-party payers, such as managed care plans, currently require physicians to report quality data.
Our ability to efficiently price the Privia Technology Solution and our Privia operating model could affect our results of operations and our ability to attract or retain Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payers.
Our ability to efficiently price the Privia Technology Solution, the Privia Platform, and our Privia operating model could affect our results of operations and our ability to attract or retain Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payers.
Under the same rule, a provider that is an ACO, ACO participant, or ACO provider or supplier and that commits information blocking may be ineligible to participate in the MSSP for a period of at least one year.
Under the same rule, a provider that is an ACO, ACO participant, or ACO provider or supplier that commits information blocking may be ineligible to participate in MSSP for a period of at least one year.
Furthermore, this concentration of the operations of the Company and its Medical Groups makes our business particularly sensitive to regulatory, economic, environmental (including natural disasters), competitive and other conditions and changes in these jurisdictions.
Furthermore, the concentration of the operations of the Company and its Medical Groups makes our business particularly sensitive to regulatory, economic, environmental (including natural disasters), competitive and other conditions and changes in these jurisdictions.
In addition, the covenants in our Credit Agreement may limit our ability to obtain additional debt, and any failure to adhere to these covenants could result in penalties or defaults that could further restrict our liquidity or limit our ability to obtain financing.
In addition, the covenants in our Revolving Credit Agreement may limit our ability to obtain additional debt, and any failure to adhere to these covenants could result in penalties or defaults that could further restrict our liquidity or limit our ability to obtain financing.
If any third-party vendors of the Company or its Medical Groups are unable or unwilling (including as a result of a product recall, shortage or dispute) to provide the services necessary to support our business, if our vendors do not meet our needs for the services or products they supply (including as a result of vendors updating or replacing services and products), if we experience material price increases from vendors or reductions in reimbursement rates that we are unable to mitigate, if we are not able to access new or replacement services on a cost-effective basis or at all, or if vendors are unable to scale as fast as our operations grow or provide services required to meet the changing needs of our business, it could have a material adverse effect on our operations.
If any third-party vendors of the Company, its Medical Groups, or ACOs are unable or unwilling (including as a result of a product recall, shortage, dispute or cybersecurity incident) to provide the services necessary to support our business, if our vendors do not meet our needs for the services or products they supply (including as a result of vendors updating or replacing services and products), if we experience material price increases from vendors or reductions in reimbursement rates that we are unable to mitigate, if we are not able to access new or replacement services on a cost-effective basis or at all, or if vendors are unable to scale as fast as our operations grow or provide services required to meet the changing needs of our business, it could have a material adverse effect on our operations.
Despite precautionary measures, we, our Medical Groups or our vendors and other third-parties (or their downstream third-party vendors) that we rely upon may experience system failures and disruptions.
Despite precautionary measures, we, our Medical Groups, ACOs, or our vendors and other third-parties (or their downstream third-party vendors) that we rely upon may experience system failures and disruptions.
These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including delay or impede a merger, tender offer or proxy contest involving our company.
These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including delay or impede a merger, tender offer or proxy contest involving our company.
In addition, the occurrence of cybersecurity incidents or other forms of data breaches or disruptions could result in harm to patients; business interruptions and delays; the loss, misappropriation, corruption or unauthorized access of data; litigation and potential liability under privacy, security, breach notification and consumer protection laws (including penalties imposed under HIPAA), common law theories or other applicable laws; reputational damage; and foreign, federal and state governmental inquiries, any of which could have a material, adverse effect on our financial position and results of operations and harm our business relationships and reputation.
In addition, the occurrence of cybersecurity incidents or other forms of data breaches or disruptions could result in harm 29 Table of Contents to patients; business interruptions and delays; the loss, misappropriation, corruption or unauthorized access of data; litigation and potential liability under privacy, security, breach notification and consumer protection laws (including penalties imposed under HIPAA), common law theories or other applicable laws; reputational damage; and foreign, federal and state governmental inquiries, any of which could have a material, adverse effect on our financial position and results of operations and harm our business relationships and reputation.
If an unfavorable outcome occurs in connection with any current or future legal proceedings or other loss contingencies, we and our Medical Groups may be subject to significant settlement costs or judgments, penalties, and/or requirements to modify or limit our operations or services, any of which could negatively impact our business, operations, and growth strategy.
If an unfavorable outcome occurs in connection with any current or future legal proceedings or other loss contingencies, we or our Medical Groups may be subject to significant settlement costs or judgments, penalties, reputational harm, and/or requirements to modify or limit our operations or services, any of which could negatively impact our business, operations, and growth strategy.
If we do not continue to innovate and evolve our service offerings in a way that is useful to our Medical Groups, Privia Physicians and their patients, our health system or hospital partners, and third-party payers, we may not remain competitive, fail to meet our growth expectations, and our revenue and results of operations could suffer.
If we do not continue to innovate and evolve our service offerings in a way that is useful to our Medical Groups, Privia Providers and their patients, our health system or hospital partners, and third-party payers, we may not remain competitive, fail to meet our growth expectations, and our revenue and results of operations could suffer.
As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our business, financial condition and results of operations, or require us to devote additional research and development resources to change our services.
As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, cash flows, and results of operations, or require us to devote additional research and development resources to change our services.
The departure of a large number of Privia Physicians or certain of our Affiliated Practices could negatively impact our financial performance and ability to perform under our VBC arrangements. Further, the loss of any Privia Physician could result in that physician’s patient population shifting their care preferences to a non-Privia provider, which could negatively affect our revenues.
The departure of a large number of Privia Physicians. certain of our Affiliated Practices or ACO participants could negatively impact our financial performance and ability to perform under our VBC arrangements. Further, the loss of any Privia Physician could result in that physician’s patient population shifting their care preferences to a non-Privia provider, which could negatively affect our revenues.
Although we provide general oversight and managerial support, to the extent permitted by applicable laws, and generally require compliance with laws under relevant contracts with the Medical Groups, we do not exercise control over the clinical decisions of practitioners and supervision of medical practice staff, and therefore we cannot provide assurance of their ongoing compliance. 14 Table of Contents Some healthcare laws apply to the financial relationships we have or our Medical Groups have with physicians and others who either refer or influence the referral of patients to our Medical Groups and Privia Physicians or who are the recipients of referrals.
Although we provide general oversight and managerial support, to the extent permitted by applicable laws, and generally require compliance with laws under relevant contracts with the Medical Groups, we do not exercise control over the clinical decisions of practitioners and supervision of medical practice staff, and therefore we cannot provide assurance of their ongoing compliance. 15 Table of Contents Some healthcare laws apply to the financial relationships we have or our Medical Groups have with physicians and others who either refer or influence the referral of patients to our Medical Groups and Privia Providers or who are the recipients of referrals.
The Stark Law further prohibits entities that have received such referrals from filing claims with Medicare (or billing another individual, entity or third party payor) for those referred services. The financial relationships of our Medical Groups with referring physicians and their immediate family members must comply with the Stark Law.
The Stark Law further prohibits entities that have received such referrals from filing claims with Medicare (or billing another individual, entity or third-party payer) for those referred services. The financial relationships of our Medical Groups with referring physicians and their immediate family members must comply with the Stark Law.
Medicare and Medicaid payments may be suspended pending even an investigation of what the government determines to be a credible allegation of fraud. We could also be required to make changes to our business model and/or practices, which could increase operating expenses, negatively affect our business relationships, and decrease access to new business opportunities.
Medicare and Medicaid payments may be suspended pending even an investigation of what the government determines to be a credible allegation of fraud. We could also be required to make changes to our business model and/or practices, which could increase operating expenses, negatively impact our business relationships, and decrease access to new business opportunities.
These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our common stock.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our common stock.
Threats from malicious persons and groups, new vulnerabilities and advanced new attacks against our, our Medical Groups’, Privia Providers’ medical practices’, or our vendors’ information systems and devices create risk of cybersecurity incidents, including ransomware, data exfiltration, malware and phishing incidents as well as social engineering attacks.
Threats from malicious persons and groups, new vulnerabilities and advanced new attacks against our, our Medical Groups’, Privia Providers’ medical practices’, or our vendors’ information systems and devices create risk of cybersecurity incidents, including ransomware, data exfiltration, malware and phishing incidents as well as social engineering attacks, including AI-enabled social engineering attacks.
As the health information technologies have become widespread, the focus has shifted to increasing patient access to health care data and interoperability. The 21 st Century Cures Act and its implementing regulations promote information sharing by prohibiting information blocking by healthcare providers and certain other entities.
As the health information technologies have become widespread, the focus has shifted to increasing patient access to health care data and interoperability. For example, the 21 st Century Cures Act and its implementing regulations promote information sharing by prohibiting information blocking by healthcare providers and certain other entities.
Our amended and restated certificate of incorporation contains a provision that provides us with protections similar to Section 203 of the DGCL, and will prevent us from engaging in a business combination with a person unless board or shareholder approval is obtained prior to the acquisition.
Our amended and restated certificate of incorporation contains a provision that provides us with protections similar to Section 203 of the DGCL, and will prevent us from engaging in a business combination with a person unless board or stockholder approval is obtained prior to the acquisition.
In addition, certain of our third-party vendors utilize AI in furnishing products and services to us and our Medical Groups.
In addition, certain of our third-party vendors utilize AI in furnishing products and services to us and our Medical Groups and ACOs.
Our amended and restated certificate of incorporation and amended and restated bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our shareholders.
Our amended and restated certificate of incorporation and amended and restated bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our stockholders.
The revenues of the Company and its Medical Groups depend significantly on reimbursement by governmental and private third-party payers. Federal and state governments have made, and continue to make, significant changes to the Medicare and Medicaid programs, including reductions in reimbursement levels.
The revenues of the Company and its Medical Groups depend significantly on reimbursement by governmental and private third-party payers. Federal and state governments have made, and continue to make, significant changes to the Medicare and Medicaid programs, including reductions in reimbursement levels and eligibility requirements.
Among other things, these provisions: • allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders; • provide for a classified board of directors with staggered three-year terms; • prohibit shareholder action by written consent and shareholder special meetings as well as permit removal of directors only for cause; • establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings.
Among other things, these provisions: • allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of stockholders; • provide for a classified board of directors with staggered three-year terms; • prohibit stockholder action by written consent and stockholder special meetings as well as permit removal of directors only for cause; and • establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Compliance with the evolving landscape of privacy, data protection and information security laws and regulations could be time-consuming and expensive and require changes to our current processes and practices, and any failure by us or our Medical Groups to comply with these and any other comprehensive privacy laws passed at the state or federal level may result in regulatory enforcement action, civil litigation and reputational harm.
Compliance with the evolving landscape of privacy, data protection and information security laws and regulations could be time-consuming and expensive and require changes to our current processes and practices, and 35 Table of Contents any failure by us or our Medical Groups to comply with these and any other comprehensive privacy laws passed at the state or federal level may result in regulatory enforcement action, civil litigation and reputational harm.
Participants in the healthcare industry are subject to extensive and complex laws and regulations at the federal, state, and local levels relating to, among other issues: • billing and coding for, and documentation of, services and properly handling overpayments; • relationships with physicians and other referral sources and referral recipients, including, for example, state or attorney general notice or approval requirements for certain relationships; • restrictions related to multi-specialty practices; • appropriateness and adequacy of medical care; • quality of medical equipment and services; • patient, workforce, and public safety; • qualifications and supervision of, and reimbursement for services provided by, medical and support personnel; • the provision of services via telehealth, including technological standards and coverage restrictions or other limitations on reimbursement; • the confidentiality, maintenance, interoperability, exchange, and security of medical records and other health-related and personal information, including data breach, ransomware and identity theft issues; • the development and use of artificial intelligence and other predictive algorithms, including those used in clinical decision support tools; • restrictions on the provision of medical care, including reproductive care; • permitting, facility and personnel licensure, certification and accreditation requirements; • enrollment standards and requirements for participation in government healthcare programs; • corporate practice of medicine and fee-splitting; • consumer disclosures and price transparency; • the distribution, maintenance and dispensing of pharmaceuticals and controlled substances; • relationships between healthcare providers and drug and medical device companies; • debt collection, balance billing and billing for out of network services; • communications with patients and consumers; • advertising and marketing; • operating policies and procedures; • activities regarding competitors; • insurance and the assumption of financial risk by healthcare entities, including allowable types of financial risk; • addition of facilities and services; and • environmental protections.
Participants in the healthcare industry are subject to extensive and complex laws and regulations at the federal, state, and local levels relating to, among other issues: • billing and coding for, and documentation of, services and properly handling overpayments; • relationships with physicians and other referral sources and referral recipients, including, for example, state or attorney general notice or approval requirements for certain relationships; • restrictions related to multi-specialty practices; • appropriateness and adequacy of medical care; • quality of medical equipment and services; • patient, workforce, and public safety, as well as patient rights; • qualifications and supervision of, and reimbursement for services provided by, medical and support personnel; • the provision of services via telehealth, including technological standards and coverage restrictions, changes or other limitations on reimbursement; • the confidentiality, maintenance, interoperability, exchange, and security of medical records and other health-related and personal information, including data breach, ransomware and identity theft issues; • the development and use of AI and other predictive algorithms, including those used in clinical decision support tools; • restrictions on the provision of medical care, including reproductive care; • permitting, facility and personnel licensure, certification and accreditation requirements; • enrollment standards and requirements for participation in government healthcare programs; • corporate practice of medicine and fee-splitting; • consumer disclosures and price transparency; • the distribution, maintenance and dispensing of pharmaceuticals and controlled substances; • relationships between healthcare providers and drug and medical device companies; • debt collection, balance billing and billing for out of network services; • translation services and accessibility requirements; • communications with patients and consumers; • advertising and marketing; • operating policies and procedures; • activities regarding competitors; • insurance and the assumption of financial risk by healthcare entities, including allowable types of financial risk; • addition of facilities and services; and • environmental protections.
Information technology is a critical component of the day-to-day business operations of the Company and its Medical Groups.
Information technology is a critical component of the day-to-day business operations of the Company, its Medical Groups, and ACOs.
The seamless onboarding of Privia Physicians onto the Privia Technology Solution, including training on conversion to and the use of our EMR and the credentialing of Privia Physicians and other providers with applicable federal health care programs and commercial payers is essential to a timely transition to our technology-enabled platform.
The seamless onboarding of Privia Physicians onto the Privia Technology Solution, including training on conversion to and the use of our EMR and the credentialing of Privia Physicians and other providers with applicable federal health care programs and commercial payers is essential to a timely transition to the Privia Technology Solution.
Our business is highly dependent on maintaining effective information systems, in part because VBC arrangements involve extensive data 27 Table of Contents processing and analytics, as well as the integrity and timeliness of the data we use to serve our Privia Providers’ patients, support our Medical Groups and Privia Providers, monitor and manage our ACOs and management services organizations (including satisfaction of reporting obligations) and to otherwise operate our business.
Our business is highly dependent on maintaining effective information systems, in part because VBC arrangements involve extensive data processing and analytics, as well as the integrity and timeliness of the data we use to serve our Privia Providers’ patients, support our Medical Groups and Privia Providers, monitor and manage our ACOs and management services organizations (including satisfaction of reporting obligations) and to otherwise operate our business.
The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase operational costs, result in interruptions or delays in the availability of systems and/or result in a decline in patient volume or Privia Provider or Medical Group attrition.
The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase operational costs, result in interruptions or delays in the availability of systems and/or result in a decline in patient volume or Privia Provider, ACO participant or Medical Group attrition.
Possible sanctions for violations of these restrictions include loss of a physician’s license and civil and criminal penalties.
Possible sanctions for violations of these restrictions include the loss of a physician’s license and civil and criminal penalties.
The information that we or our Medical Groups provide to Medicare Advantage plans could be inaccurate, incomplete or unsupportable, which could impact risk adjustment scores and ultimately result in harm to our business, operations and financial condition.
The information that we or our Medical Groups provide to Medicare Advantage plans and other payers could be inaccurate, incomplete or unsupportable, which could impact risk adjustment scores and ultimately result in harm to our business, operations and financial condition.
Although a business associate may be 34 Table of Contents independently found liable for a breach of the privacy or security requirements of HIPAA, we could also be held liable for such breach as the covered entity, result in government-imposed fines, orders requiring that we or these third parties change our or their practices, or criminal charges, any or all of which could adversely affect our business.
Although a business associate may be independently found liable for a breach of the privacy or security requirements of HIPAA, we could also be held liable for such breach as the covered entity, result in government-imposed fines, orders requiring that we or these third parties change our or their practices, or criminal charges, any or all of which could adversely affect our business.
Further, negative audit findings or determinations that our or our Medical Groups’ operations violate applicable laws and regulations may result in repayment obligations or recoupment of previously paid claims, payment suspension or the revocation of billing or payment privileges, corporate integrity agreements, and civil and criminal penalties, including significant fines and damages and other sanctions, such as exclusion from governmental healthcare programs, any of which could have an adverse effect on our business, operations, and financial condition.
Further, negative audit findings or determinations that our, our Medical Groups’ or ACOs’ operations violate applicable laws and regulations may result in repayment obligations or recoupment of previously paid claims, payment suspension or the revocation of billing or payment privileges, corporate integrity agreements, and civil and criminal penalties, including significant fines and damages and other sanctions, such as exclusion from governmental healthcare programs, any of which could have an adverse effect on our business, operations, and financial condition or result in adverse publicity and reputational harm.
If a health system partner that is the majority owner of a Non-Owned Medical Group terminates our partnership or affiliation, we may not be able to identify an alternative partner to implement the operating model or restructure in a way to retain a sufficient number of Privia Physicians, which may restrict our ability to continue operations in that market.
If a health system partner that is the majority owner of a Non-Owned Medical Group terminates our partnership or affiliation, we may not be able to identify an alternative partner to 25 Table of Contents implement the operating model or restructure in a way to retain a sufficient number of Privia Physicians, which may restrict our ability to continue operations in that market.
Changes in the 37 Table of Contents ownership of our stock in the future, including as a result of future offerings, and some of which are outside of our control, could result in an ownership change under Section 382 of the Code (or applicable state law) after such date, which could significantly limit our ability to utilize our existing and future NOL carryforwards arising at any time prior to such ownership change.
Changes in the ownership of our stock in the future, including as a result of future offerings, and some of which are outside of our control, could result in an ownership change under Section 382 of the Code (or applicable state law) after such date, which could significantly limit our ability to utilize our existing and future NOL carryforwards arising at any time prior to such ownership change.
Payers, including those offering Commercial, Medicare Advantage, Medicaid, TriCare and Affordable Care Act plans have become increasingly aggressive in attempting to minimize the use of out-of-network providers by disregarding the assignment of payment from their enrollees to out-of-network providers (i.e., sending payments directly to members instead of to out-of-network providers), capping out-of-network benefits payable to members, waiving out-of-pocket payment amounts and initiating litigation against out-of-network providers for interference with contractual relationships, insurance fraud and violation of state licensing and consumer protection laws.
Payers, including those offering Commercial, Medicare Advantage, Medicaid, TriCare and ACA plans have become increasingly aggressive in attempting to minimize the use of out-of-network providers by disregarding the assignment of payment from their enrollees to out-of-network providers (i.e., sending payments directly to members instead of to out-of-network providers), capping out-of-network benefits payable to members, waiving out-of-pocket payment amounts and initiating litigation against out-of-network providers for interference with contractual relationships, insurance fraud and violation of state licensing and consumer protection laws.
Reductions in the quality of services furnished by our Medical Groups, Privia Providers or ACO participants could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Reductions in the quality of services furnished by our Medical Groups, Privia Providers or ACO participants could have a materially adverse effect on our business, results of operations, financial condition and cash flows.
If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.
If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.
These laws and regulations may affect the operation of, for example, ACOs, direct primary care programs, provider-sponsored organizations, independent practice associations, and provider capitation models. Success in VBC contracts requires coordination of teams and a combination of data, analytics, software-supported workflow management and automation in addition to direct patient interaction.
These laws and regulations may affect the operation of, for example, ACOs, direct primary care programs, provider-sponsored organizations, independent practice associations, clinically integrated networks, and provider capitation models. Success in VBC contracts requires coordination of teams and a combination of data, analytics, software-supported workflow management and automation in addition to direct patient interaction.
The Company (on behalf of some Medical Groups) and its Medical Groups submit claims and encounter data to Medicare Advantage plans that are used to establish Risk Adjustment Factor (“RAF”) scores attributable to Medicare Advantage beneficiaries.
The Company (on behalf of some Medical Groups) and its Medical Groups submit claims and encounter data to Medicare Advantage plans and other payers that are used to establish Risk Adjustment Factor (“RAF”) scores attributable to beneficiaries.
The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Moreover, hardware, software or applications that we, our Medical Groups and vendors use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security.
The rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks. Moreover, hardware, software or applications that we, our Medical Groups and vendors use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFurthermore, as part of management’s oversight of information and cybersecurity risks, we maintain a Third Party Access Committee, comprised of our CISO, Privacy 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.
Biggest changeFurthermore, 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.
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.
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 their Affiliated Practices, based on probability, immediacy and potential magnitude.
In 2024, 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.
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.
We have established processes to oversee and manage risks associated with our third- and certain fourth-party service providers, 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.
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.
The CISO has 43 Table of Contents 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 CISO has 42 Table of Contents 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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our headquarters are located in Arlington, Virginia. Our lease on this space expires on September 30, 2026. We have also leased space for our other offices throughout the United States.
Biggest changeITEM 2. PROPERTIES Our headquarters is located in Arlington, Virginia. Our lease on this space expires on December 31, 2031. We have also leased space for our other offices throughout the United States.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business, including medical malpractice and consumer claims.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business, including medical malpractice claims. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or stockholders, among others.
Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 44 Table of Contents PART II
Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 43 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(1) $ 56.37 $ 50.01 $ 52.40 $ 56.26 Russell 2000 $ 97.64 $ 94.44 $ 103.20 $ 103.54 NASDAQ Health Care $ 63.95 $ 63.66 $ 67.72 $ 61.13 (1) $100 invested on April 28, 2021 in shares and in indices The information above shall not be deemed “soliciting material” or to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be incorporated by reference into any of our other filings under the Exchange Act, or the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.
Biggest change(1) $ 64.60 $ 66.19 $ 71.65 $ 68.23 Russell 2000 $ 93.73 $ 101.70 $ 114.30 $ 116.81 NASDAQ Health Care $ 60.61 $ 61.10 $ 65.75 $ 74.75 (1) $100 invested on April 28, 2021 in shares and in indices The information above shall not be deemed “soliciting material” or to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be incorporated by reference into any of our other filings under the Exchange Act, or the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.
Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.
Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness; therefore, we do not anticipate paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2024.
Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2025.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 45 Table of Contents 4/28/2021 6/30/2021 9/30/2021 12/31/2021 Privia Health Group, Inc.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 44 Table of Contents 4/28/2021 6/30/2021 9/30/2021 12/31/2021 Privia Health Group, Inc.
The following graph and related information shows a comparison of the cumulative total return for our common stock, Russell 2000 Index, and NASDAQ Health Care Index between April 28, 2021 (the date our common stock commenced trading on the NASDAQ) through December 31, 2024. All values assume an initial investment of $100 and reinvestment of any dividends.
The following graph and related information show a comparison of the cumulative total return for our common stock, Russell 2000 Index, and NASDAQ Health Care Index between April 28, 2021 (the date our common stock commenced trading on the NASDAQ) through December 31, 2025. All values assume an initial investment of $100 and reinvestment of any dividends.
Holders of Record As of the close of business on February 21, 2025, there were approximately 17 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Holders of Record As of the close of business on February 20, 2026, there were approximately 16 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Added
(1) $ 56.37 $ 50.01 $ 52.40 $ 56.26 Russell 2000 $ 97.64 $ 94.44 $ 103.20 $ 103.54 NASDAQ Health Care $ 63.95 $ 63.66 $ 67.72 $ 61.13 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Privia Health Group, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeBased on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand at December 31, 2024, should be adequate to meet anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months). 56 Table of Contents The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated: For the Years Ended December 31, 2024 2023 2022 (in thousands) Consolidated Statements of Cash Flows Data: Net cash provided by operating activities $ 109,282 $ 80,785 $ 47,196 Net cash used in investing activities (11,978) (42,971) (104) Net cash provided by (used in) financing activities 4,334 3,705 (19,677) Net increase in cash and cash equivalents $ 101,638 $ 41,519 $ 27,415 Operating Activities Net cash provided by operating activities was $109.3 million for the year ended December 31, 2024 compared to $80.8 million for the same period in 2023.
Biggest changeThe following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated: For the Years Ended December 31, 2025 2024 2023 (in thousands) Consolidated Statements of Cash Flows Data: Net cash provided by operating activities $ 163,404 $ 109,282 $ 80,785 Net cash used in investing activities (181,570) (11,978) (42,971) Net cash provided by financing activities 6,702 4,334 3,705 Net (decrease) increase in cash and cash equivalents $ (11,464) $ 101,638 $ 41,519 55 Table of Contents Operating Activities Net cash provided by operating activities was $163.4 million for the year ended December 31, 2025 compared to $109.3 million for the comparative period in 2024 primarily as a result of: • An increase in net income of $12.7 million compared to the same period in 2024.
Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars.
Our FFS contracts with payer partners typically contain annual rate inflators and given our scale, enhanced commercial FFS rates in each of our markets. As a result of receiving these rate inflators and enhancements and if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars.
The revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare service to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract”, (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics.
VBC revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare service to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract”, (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics.
If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.
If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels, fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.
Care Margin We define Care Margin as Gross Profit excluding amortization of intangible assets. Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia.
Care Margin Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. We define Care Margin as Gross Profit excluding amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia.
As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin.
As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin.
Our actual results could vary because of, and our future capital requirements will depend on many factors, including our growth rate, and the timing and extent of spending to increase our sales and marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights.
Our actual results could vary because of, and our future capital requirements will depend on many factors, including growth rate, and the timing and extent of spending to increase our sales and marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights.
Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; and v. Recognize revenue as the entity satisfies a performance obligation. FFS revenue FFS-patient care Our FFS-patient care revenue is primarily generated from providing healthcare services to patients.
Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; and v. Recognize revenue as the entity satisfies a performance obligation. FFS revenue FFS-patient care Our FFS-patient care revenue is generated primarily from providing healthcare services to patients.
We continue to make strategic investments to provide better service to both our patients and physicians at a pace slower than the increase in revenue. In addition to our financial results determined in accordance with GAAP, we believe Platform Contribution and Platform Contribution Margin, each, a non-GAAP measure, are useful in evaluating our operating performance.
We continue to make strategic investments intended to provide better service to both our patients and physicians at a pace slower than the increase in revenue. In addition to our financial results determined in accordance with GAAP, we believe Platform Contribution and Platform Contribution Margin, each, a non-GAAP financial measure, are useful in evaluating our operating performance.
See below for more information as to how we define and calculate Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit the most comparable GAAP measure, to Platform Contribution, and net income (loss), the most comparable GAAP measure, to Adjusted EBITDA.
See below for more information as to how we define and calculate Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit the most comparable GAAP measure, to Platform Contribution, and net income, the most comparable GAAP measure, to Adjusted EBITDA.
Up until April 2021,the estimated fair value of share-based payments granted to the Company’s employees was determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 11 “Stockholders’ Equity”).
Up until April 2021, the estimated fair value of share-based payments granted to the Company’s employees was determined using the Monte-Carlo option pricing model, which requires inputs based on certain subjective assumptions, including expected term of the option, expected stock price volatility, the risk free interest rate for a period that approximates the expected term of the option and the Company’s expected dividend yield (See Note 11.
We use Platform Contribution to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
We use Platform Contribution to evaluate our ongoing operations as well as for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our medical groups. This model aggregates providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EHR providers.
We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our medical groups. This model aggregates providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EMR providers.
Cash Flows Overview The Company’s cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable.
Cash Flows Overview Our cash requirements within the next twelve months include provider liabilities, accounts payable and accrued liabilities, purchase commitments and other obligations. We expect the cash required to meet these obligations to be generated primarily through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable.
The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model.
“Stockholders’ Equity”). The share-based payments granted or modified prior to April 2021 to employees of the Company do not have quoted market prices, and changes in subjective input assumptions can materially affect the fair value estimate. Since April 2021, the Company has estimated the fair value of the options granted to Company’s employees and contractors using the Black-Scholes option-pricing model.
Provider expenses are recognized in the period in which services are provided. 53 Table of Contents Cost of platform Third-party EMR and practice management software expenses are paid on a percentage of revenue basis, while we pay most of the costs of our platform on a variable basis related to the number of implemented physicians we service.
Provider expenses are recognized in the period in which services are provided. 52 Table of Contents Cost of platform Third-party EMR and practice management software expenses are paid on a percentage of revenue basis, while we pay most of the costs of our platform on a variable basis related to the number of implemented physicians we service.
If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected. Indebtedness See Note 9 “Debt” for discussion on our Credit Facilities.
If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition may be adversely affected. Indebtedness See Note 9. “Debt” for discussion on our Credit Facilities.
VBC revenue The Company’s VBC business consists of its clinically integrated network and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending.
VBC revenue The Company’s VBC business consists of its clinically integrated networks and ACOs which bring together independent physician practices within our medical groups to focus on sharing data, improving care coordination, and collaborating on initiatives to improve outcomes and lower healthcare spending.
We believe that Adjusted EBITDA and Adjusted EBITDA Margin, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
We believe that Adjusted EBITDA and Adjusted EBITDA Margin, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
Comparison of Fiscal 2023 to Fiscal 2022 A detailed discussion of our 2022 to 2023 operations and liquidity and capital resources has been omitted from this Form 10-K, but may be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
Comparison of Fiscal 2024 to Fiscal 2023 A detailed discussion of our 2023 to 2024 operations and liquidity and capital resources has been omitted from this Form 10-K, but may be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.
Contractual Obligations, Commitments and Contingencies Operating Leases. The Company leases office space under various operating lease agreements. The initial terms of these leases range from 3 to 9 years and generally provide for periodic rent increases, renewal, and termination operations.
Contractual Obligations, Commitments and Contingencies Operating Leases. We lease office space under various operating lease agreements. The initial terms of these leases range from 3 to 9 years and generally provide for periodic rent increases, renewal, and termination operations.
At-risk capitated fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries. Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, the Company renegotiated certain capitation agreements for more favorable contract structures.
At-risk capitated fees are recorded gross in revenues because we are acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries. Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, we renegotiated certain capitation agreements for more favorable contract structures.
A detailed discussion of our 2022 financial condition and results of operations, and of 2023 year-over-year changes as compared to 2022, can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
A detailed discussion of our 2023 financial condition and results of operations, and of 2024 year-over-year changes as compared to 2023, can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.
For the years ended December 31, 2024, 2023, and 2022, changes in the Company’s estimates of implicit price concessions and contractual adjustments to expected payments for performance obligations satisfied in prior periods were not significant. FFS-administrative services The Company’s FFS-administrative services business provides administration and management services pursuant to MSAs with Non-Owned Medical Groups.
For the years ended December 31, 2025, 2024, and 2023, changes in our estimates of implicit price concessions and contractual adjustments to expected payments for performance obligations satisfied in prior periods were not significant. FFS-administrative services The Company’s FFS-administrative services business provides administration and management services pursuant to MSAs with Non-Owned Medical Groups.
Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company is entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans.
Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which we are entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans.
In addition, we intend to increase the risk levels of our value-based programs as we seek a higher revenue opportunity on a per patient basis over time. 49 Table of Contents Investments in Growth We expect to continue focusing on long-term growth through investments in our sales and marketing, our technology-enabled platform, and our operations.
In addition, we intend to increase the risk levels of our value-based programs as we seek a higher revenue opportunity on a per patient basis over time. Investments in Growth We expect to continue focusing on long-term growth through investments in our sales and marketing, our technology-enabled platform, and our operations.
Addition of New Patients Our ability to add new patients to our provider base in existing and new markets will also enable us to deliver revenue growth in both our FFS and VBC contracts. We believe the number of attributed patient lives in VBC programs is a key driver of our VBC revenue growth.
Addition of New Patients Our ability to add new patients to our provider base in existing and new markets also enables us to deliver revenue growth in both our FFS and VBC contracts. We believe the number of attributed patient lives in VBC programs is a key driver of our VBC revenue growth.
FFS-patient care revenue represented 66.0%, 58.9% and 64.1% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively. FFS-administrative services revenue represented 7.2%, 6.8% and 7.0% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
FFS-patient care revenue represented 64.1%, 66.0% and 58.9% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. FFS-administrative services revenue represented 6.5%, 7.2% and 6.8% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
The fees are typically based on a percentage of the defined premium that payers receive from CMS. The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries.
The fees are typically based on a percentage of the defined premium that payers receive from CMS. We are responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries.
In addition to increasing our provider base and contracted rates over time, we also seek to increase patient volume by demonstrating the ability to provide a better patient experience that leads to higher retention rates and drives referrals to preferred, high quality and value-based providers.
In addition to increasing our provider base and contracted rates over time, we also seek to increase patient volume by 48 Table of Contents demonstrating the ability to provide a better patient experience that leads to higher retention rates and drives referrals to preferred, high quality and value-based providers.
In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations. We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us.
In addition, in our FFS-patient care revenue, we generate revenue from ancillary services such as clinical laboratory, imaging and pharmacy operations. Lastly, we also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us.
During 2023, the Company entered four new markets through partnerships or affiliations with clinically integrated networks, health systems and independent group practices in Connecticut, Ohio, Washington state and South Carolina.
During 2023, we entered four new markets through partnerships or affiliations with clinically integrated networks, health systems and independent group practices in Connecticut, Ohio, Washington state and South Carolina.
Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments.
Adjusted EBITDA has limitations as an analytical tool as it: (i) does not reflect the impact of stock-based compensation expense, and (ii) does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments, if any.
We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 48.4% for the year ended December 31, 2024 compared to 48.3% during the same period in 2023 and 48.6% in 2022.
We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 50.8% for the year ended December 31, 2025 compared with 48.4% during the same period in 2024 and 48.3% in 2023.
Other revenue represented 0.5% of total revenue for the years ended December 31, 2024 and 2023, respectively, and 0.4% for the years ended December 31, 2022. Key Factors Affecting Our Performance Addition of New Providers Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue.
Other revenue represented 0.4% of total revenue for the years ended December 31, 2025 and 0.5% for the years ended December 31, 2024, and 2023, respectively. Key Factors Affecting Our Performance Addition of New Providers Our ability to increase our provider base enables us to deliver financial growth as our providers generate both our FFS and VBC revenue.
Practice Collections differ from revenue by including collections from Non-Owned Medical Groups. Implemented Providers We define Implemented Providers as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services, in both Owned and Non-Owned Medical Groups during that period.
Practice Collections differ from revenue by including collections from Non-Owned Medical Groups. Implemented Providers We define Implemented Providers as the total of all service professionals at the end of a given period who are credentialed and bill for medical services in both Owned and Non-Owned Medical Groups during that period.
See “Key Metrics and Non-GAAP Financial Measures” for more information as to how we define and calculate Implemented Providers, Attributed Lives, Practice Collections, Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin, and for a reconciliation of gross profit, the most comparable GAAP measure, to Care Margin, gross profit, the most comparable GAAP measure, to Platform Contribution, and net income (loss), the most comparable GAAP measure, to Adjusted EBITDA. 47 Table of Contents Our Revenue We recognize revenue from multiple stakeholders, including health care consumers, health insurers, employers, providers and health systems.
See “Key Metrics” and “Non-GAAP Financial Measures” for more information as to how we define and calculate Implemented Providers, Attributed Lives, Practice Collections, Care Margin, Platform Contribution, Platform Contribution Margin, Adjusted EBITDA and Adjusted EBITDA Margin, and for a reconciliation of Gross Profit, the most comparable GAAP measure, to Care Margin, Gross Profit, the most comparable GAAP measure, to Platform Contribution, and net income, the most comparable GAAP measure, to Adjusted EBITDA. 46 Table of Contents Our Revenue We recognize revenue from multiple stakeholders, including health care consumers, health insurers, employers, providers and health systems.
VBC revenue represented 26.3%, 33.8% and 28.5% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively. Other Revenue The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding.
VBC revenue represented 29.0%, 26.3% and 33.8% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Other Revenue The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding.
We include Adjusted EBITDA because it is an important measure on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
We include Adjusted EBITDA because it is an important measure by which we assess, and believe investors should assess, our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
Adjusted EBITDA Margin We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure on which our management assesses and believes investors should assess our operating performance.
Adjusted EBITDA Margin We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure on which we assess, and believe investors should assess, our operating performance.
Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company determines revenue recognition through the following five steps: i. Identify the contract(s) with a customer; ii.
“Business Combinations.” Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Revenue recognition is determined through the following five steps: i. Identify the contract(s) with a customer; ii.
Key Metrics For the Years Ended December 31, 2024 2023 2022 Implemented Providers (as of end of period) 4,789 4,305 3,606 Attributed Lives (in thousands) (as of end of period) 1,256 1,120 856 Practice Collections (1) ($ in millions) $ 2,968.0 $ 2,839.0 $ 2,424.1 (1) We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services.
Key Metrics For the Years Ended December 31, 2025 2024 2023 Implemented Providers (as of end of period) 5,380 4,789 4,305 Attributed Lives (in thousands) (as of end of period) 1,541 1,256 1,120 Practice Collections (1) ($ in millions) $ 3,470.5 $ 2,968.0 $ 2,839.0 (1) We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services.
Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which the Company is financially responsible whether paid directly by the Company or indirectly by payers with whom the Company has contracted.
Those costs include physician guaranteed payments and other required distributions pursuant to the service agreements as well as medical claims costs for services provided to attributed beneficiaries under at-risk Capitated revenue arrangements for which we are financially responsible whether paid directly by us or indirectly by payers with whom we have contracted.
FFS Revenue We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which lead to a highly predictable and recurring revenue model.
FFS Revenue We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our multi-year agreements with our providers have historically experienced a 96% provider retention rate, which leads to a highly predictable and recurring revenue model.
Liquidity and Capital Resources General To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the Credit Facilities. As of December 31, 2024, we had cash and cash equivalents of $491.1 million.
Liquidity and Capital Resources General To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the Credit Facilities. As of December 31, 2025, we had cash and cash equivalents of $479.7 million.
The Company records revenue in the month for which the PMPM rate applies and the member was attributed. The PMPM rate is based on a predetermined monthly contractual rate for each attributed member regardless of the volume of care coordination services provided under the contracts with the payers. The PMPM rate varies based on payer and product.
The Company records revenue in the month for which the PMPM rate applies and the member was attributed. 58 Table of Contents The PMPM rate is based on a predetermined monthly contractual rate for each attributed member regardless of the volume of care coordination services provided under the contracts with the payers.
We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may in the future seek a credit facility with a financial institution for long term capital structure flexibility, and may be required to seek additional equity or debt financing.
We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may in the future seek funding for long-term capital structure flexibility, and may be required to seek additional equity or debt financing.
For additional details refer to Note 11 “Stockholders’ Equity.” The Company issues certain performance stock units ("PSUs"). The awards will vest based on the satisfaction of certain service conditions, performance-based conditions, and market conditions. The Company has identified certain performance metrics associated with these awards that are measured on a cumulative basis over a three-year performance period.
“Stockholders’ Equity.” The Company issues certain performance stock units ("PSUs"). The awards will vest based on the satisfaction of certain service conditions, performance-based conditions, and market conditions. The Company has identified certain performance metrics associated with these awards that are measured on a cumulative basis over a three-year performance period.
Operating Expenses Provider expenses Provider expenses are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers the Company has contracted with through payer partners.
Operating Expenses Provider expenses Provider expenses are amounts accrued or payments made to physicians, hospitals and other service providers, including Privia physicians, their related physician practices, and providers we have contracted with through payer partners.
Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur.
Option valuation models require several inputs, such as the expected stock price volatility, the fair value of the stock, the risk free rate, the expected term of the award and the dividend yield. The Company records share-based compensation forfeitures as a reversal of previously recognized compensation expense as the forfeitures occur. For additional details refer to Note 11.
We typically enter into multiyear contracts with our Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payer customers, which often have a stated initial term of three years and automatically renew for successive one-year terms.
We typically enter into multiyear contracts with our Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payer customers, which often have a stated initial term of three years with an automatic successive one-year renewal.
General and administrative General and administrative expenses were $126.2 million for the year ended December 31, 2024, an increase from $109.6 million during the same period in 2023.
General and administrative General and administrative expenses were $138.2 million for the year ended December 31, 2025, an increase from $126.2 million during the same period in 2024.
Care Margin increased 12.4% for the year ended December 31, 2024 when compared to the same period in 2023 and increased 17.5% between 2023 and 2022, in each case due to organic growth of our medical practice business.
Care Margin increased 14.4% for the year ended December 31, 2025 when compared to the same period in 2024 and increased 12.4% as of the year ended December 31, 2024, as compared to the same period in 2023, in each case due to organic growth of our medical practice business.
Total rent expense under operating leases was $2.8 million for the years ended December 31, 2024 and $2.7 million for the year ended December 31, 2023 and 2022, respectively. Off Balance Sheet Obligations. We do not have any off-balance sheet arrangements as of December 31, 2024. Commitments and Contingencies.
Total rent expense under operating leases was $3.2 million for the year ended December 31, 2025, $2.8 million for the year ended December 31, 2024, and $2.7 million for the year ended December 31, 2023. Off Balance Sheet Obligations. We do not have any off-balance sheet arrangements as of December 31, 2025. Commitments and Contingencies. See Note 13.
During 2023 and 2024, several Privia Care Partners’ providers transitioned to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care.
Since then, a number of Privia Care Partners’ providers transitioned to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care.
This increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers. Cost of platform Cost of platform expenses were $227.0 million for the year ended December 31, 2024, an increase from $197.7 million during the same period in 2023.
This increase was driven primarily by an increase in provider expenses associated with higher FFS-patient care revenue and growth in Implemented Providers. Cost of platform Cost of platform expense was $252.7 million for the year ended December 31, 2025, an increase from $227.0 million during the same period in 2024.
Rebates of $1.8 million have been recorded for the years ended December 31, 2024, and $2.7 million for the years ended December 31, 2023 and 2022, respectively.
Rebates of $3.5 million have been recorded for the years ended December 31, 2025, $1.8 million for the year ended December 31, 2024 and $2.7 million for the year ended December 31, 2023, respectively.
Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business .
Below is a reconciliation of our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business .
FFS arrangements accounted for 83.2%, 76.5% and 79.1% of our practice collections for the years ended December 31, 2024, 2023 and 2022, respectively, while VBC accounted for 16.6%, 23.2% and 20.6% of practice collections for the years ended December 31, 2024, 2023 and 2022, respectively.
FFS arrangements accounted for 81.6%, 83.2% and 76.5% of our Practice Collections for the years ended December 31, 2025, 2024, and 2023, respectively, while VBC accounted for 18.2%, 16.6% and 23.2% of Practice Collections for the years ended December 31, 2025, 2024, and 2023, respectively.
We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
We use these non-GAAP measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.
In particular, we believe that the use of Care Margin is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. 51 Table of Contents The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Care Margin: For the Years Ended December 31, (unaudited and amounts in thousands) 2024 2023 2022 Revenue $ 1,736,390 $ 1,657,737 $ 1,356,660 Provider expense (1,332,537) (1,298,573) (1,051,040) Amortization of intangible assets (6,164) (5,359) (3,351) Gross Profit $ 397,689 $ 353,805 $ 302,269 Amortization of intangible assets 6,164 5,359 3,351 Care margin $ 403,853 $ 359,164 $ 305,620 Platform Contribution We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less Cost of platform and excluding stock-based compensation expense included in Cost of platform.
In particular, we believe that the use of Care Margin is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. 50 Table of Contents The following table provides a reconciliation of Gross Profit, exclusive of intangible asset amortization, the most closely comparable GAAP financial measure, to Care Margin: For the Years Ended December 31, (unaudited and amounts in thousands) 2025 2024 2023 Revenue $ 2,122,842 $ 1,736,390 $ 1,657,737 Provider expense (1,660,680) (1,332,537) (1,298,573) Amortization of intangible assets (9,168) (6,164) (5,359) Gross Profit $ 452,994 $ 397,689 $ 353,805 Amortization of intangible assets 9,168 6,164 5,359 Care Margin $ 462,162 $ 403,853 $ 359,164 Platform Contribution We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less Cost of platform and excluding stock-based compensation expense included in Cost of platform.
Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members.
The PMPM rate varies based on payer and product. Revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for the provision of care coordination services to its population of attributed members.
In particular, we believe that the use of Platform Contribution is helpful to our investors as they are metrics used by management in assessing the health of our business and our operating performance. 52 Table of Contents Adjusted EBITDA We define Adjusted EBITDA as net income (loss) excluding interest income, interest expense, non-controlling interest expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses, employer taxes on equity vesting/exercises and the provision for (benefit from) income taxes.
In particular, we believe that the use of Platform Contribution is helpful to our investors as they are metrics used by management in assessing the health of our business and our operating performance. 51 Table of Contents Adjusted EBITDA We define Adjusted EBITDA 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.
GAAP Financial Measures • Revenue was $1.74 billion, $1.66 billion and $1.36 billion for the years ended December 31, 2024, 2023 and 2022, respectively. • Operating income (loss) was $17.0 million, $20.6 million and $(19.1) million for the years ended December 31, 2024, 2023 and 2022, respectively; and • Net income (loss) attributable to Privia Health Group, Inc. was $14.4 million, $23.1 million and $(8.6) million for the years ended December 31, 2024, 2023 and 2022, respectively.
GAAP Financial Measures • Revenue was $2.12 billion, $1.74 billion and $1.66 billion for the years ended December 31, 2025, 2024, and 2023, respectively. • Operating income was $34.2 million, $17.0 million and $20.6 million for the years ended December 31, 2025, 2024, and 2023, respectively; and • Net income attributable to Privia Health Group, Inc. was $22.9 million, $14.4 million and $23.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The following table provides a reconciliation of net income (loss) attributable to the Company, the most closely comparable GAAP financial measure, to Adjusted EBITDA: For the Years Ended December 31, (unaudited and amounts in thousands) 2024 2023 2022 Net income (loss) attributable to Privia Health Group, Inc. $ 14,385 $ 23,079 $ (8,585) Net income (loss) attributable to non-controlling interests 2,659 (2,051) (3,479) Provision for (benefit from) income taxes 10,826 7,993 (6,516) Interest income, net (10,888) (8,372) (542) Depreciation and amortization 7,268 6,533 4,571 Stock-based compensation 56,680 37,098 67,359 Other expenses (1) 9,525 7,948 8,044 Adjusted EBITDA $ 90,455 $ 72,228 $ 60,852 (1) Other expenses include employer taxes on equity vesting/exercises, legal, severance and certain non-recurring costs.
The following table provides a reconciliation of net income attributable to the Company, the most closely comparable GAAP financial measure, to Adjusted EBITDA: For the Years Ended December 31, (unaudited and amounts in thousands) 2025 2024 2023 Net income attributable to Privia Health Group, Inc. $ 22,919 $ 14,385 $ 23,079 Net income (loss) attributable to non-controlling interests 6,807 2,659 (2,051) Provision for income taxes 14,212 10,826 7,993 Interest income, net (9,703) (10,888) (8,372) Depreciation and amortization 9,907 7,268 6,533 Stock-based compensation 71,068 56,680 37,098 Other expenses (1) 10,339 9,525 7,948 Adjusted EBITDA $ 125,549 $ 90,455 $ 72,228 (1) Other expenses include employer taxes on equity vesting and exercises, severance and retention costs and certain other non-recurring costs.
Key Metrics and Non-GAAP Financial Measures • Practice Collections was $2.97 billion, $2.84 billion and $2.42 billion for the years ended December 31, 2024, 2023 and 2022, respectively; • Care Margin was $403.9 million, $359.2 million and $305.6 million for the years ended December 31, 2024, 2023 and 2022, respectively; • Platform Contribution was $195.6 million, $173.5 million and $148.5 million for the years ended December 31, 2024, 2023 and 2022, respectively; • Adjusted EBITDA was $90.5 million, $72.2 million and $60.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Key Metrics and Non-GAAP Financial Measures • Practice Collections were $3.47 billion, $2.97 billion and $2.84 billion for the years ended December 31, 2025, 2024, and 2023, respectively; • Care Margin was $462.2 million, $403.9 million and $359.2 million for the years ended December 31, 2025, 2024, and 2023, respectively; • Platform Contribution was $234.8 million, $195.6 million and $173.5 million for the years ended December 31, 2025, 2024, and 2023, respectively; • Adjusted EBITDA was $125.5 million, $90.5 million and $72.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Key drivers of this revenue growth include: FFS–patient care revenue and FFS-administrative services, which increased $169.5 million and $12.3 million, primarily attributable to the addition of new providers and an increase in visit volume; an increase in PMPM revenue of $13.5 million primarily due to increased Attributed Lives; shared savings revenue, which increased $9.1 million primarily due to more Attributed Lives in Medicare programs as well as continued strong estimated performance in our value based care programs in the aggregate.
Key drivers of this revenue growth include: FFS–patient care revenue and FFS-administrative services, which increased $214.1 million and $11.6 million, primarily attributable to the addition of new providers and an increase in visit volume; an increase in capitated revenue of $95.5 million primarily due to an increase in Attributed Lives related to capitated arrangements, improved contract terms and an increase in estimated per capita revenue; shared savings revenue, which increased $55.6 million primarily due to more Attributed Lives in Medicare programs as well as continued strong estimated performance in our value based care programs in the aggregate; and an increase in PMPM revenue of $9.1 million primarily due to increased Attributed Lives.
See “Liquidity and Capital Resources—General and Note Payable.” Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table sets forth our consolidated statements of operations data for the years ended December 31, 2024 and 2023.
See “Liquidity and Capital Resources.” Results of Operations Year Ended December 31, 2025 Compared To Year Ended December 31, 2024 The following table sets forth our consolidated statements of operations data for the years ended December 31, 2025 and 2024.
Financing Activities Net cash provided by financing activities was $4.3 million for the year ended December 31, 2024, compared to $3.7 million for the same period in 2023. This increase is primarily due to a decrease in proceeds from stock options exercised during the year ended December 31, 2024, partially offset by the repurchase of non-controlling interest in 2023.
Financing Activities Net cash provided by financing activities was $6.7 million for the year ended December 31, 2025, compared to $4.3 million for the same period in 2024. This increase is primarily due to an increase in proceeds from stock options exercised during the year ended December 31, 2025.
Adjusted EBITDA increased 25.2% for the year ended December 31, 2024, when compared to the same period in 2023 due to organic growth of our medical practice business and growth in Attributed Lives and increased 18.7% between 2022 and 2023 due to organic growth of our medical practice business, new market entry and a focus on managing the investment in new expenses.
Adjusted EBITDA increased 38.8% for the year ended December 31, 2025, as compared to the same period in 2024, and 25.2% for the year ended December 31, 2024, as compared to the same period in 2023, in each case due to organic and inorganic growth of our medical practice business and growth in Attributed Lives and a focus on managing the investment in new expenses.
The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Platform Contribution: For the Years Ended December 31, (unaudited and amounts in thousands) 2024 2023 2022 Revenue $ 1,736,390 $ 1,657,737 $ 1,356,660 Provider expense (1,332,537) (1,298,573) (1,051,040) Amortization of intangible assets (6,164) (5,359) (3,351) Gross Profit $ 397,689 $ 353,805 $ 302,269 Amortization of intangible assets 6,164 5,359 3,351 Cost of platform (227,000) (197,663) (170,838) Stock-based compensation (1) 18,781 11,980 13,758 Platform Contribution $ 195,634 $ 173,481 $ 148,540 (1) Amount represents stock-based compensation expense included under Cost of platform.
The following table provides a reconciliation of Gross Profit, the most closely comparable GAAP financial measure, to Platform Contribution: For the Years Ended December 31, (unaudited and amounts in thousands) 2025 2024 2023 Revenue $ 2,122,842 $ 1,736,390 $ 1,657,737 Provider expense (1,660,680) (1,332,537) (1,298,573) Amortization of intangible assets (9,168) (6,164) (5,359) Gross Profit $ 452,994 $ 397,689 $ 353,805 Amortization of intangible assets 9,168 6,164 5,359 Cost of platform (252,732) (227,000) (197,663) Stock-based compensation (1) 25,391 18,781 11,980 Platform Contribution $ 234,821 $ 195,634 $ 173,481 (1) Amount represents stock-based compensation expense included under Cost of platform.
We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.
We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances which we evaluate on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.
The increase was driven by an increase in salaries and benefits of $11.2 million related to continued growth, an increase in stock-based compensation expense of $6.8 million, primarily related to an increase in stock-based awards granted in 2024 compared to 2023, an increase in platform costs of $6.5 million due to an increase in Implemented Providers and an increase in consulting costs of $3.3 million due to continued growth and market expansion.
The increase was driven by an increase in salaries and benefits of $11.4 million, an increase in stock-based compensation expense of $6.6 million, primarily related to an increase in stock-based awards granted in 2025 compared to 2024, and an increase of $6.1 million in professional services primarily due to continued growth in Implemented Providers and market expansion.
As a percentage of revenue, Care Margin was 23.3% for the year ended December 31, 2024 an increase from 21.7% for the same period in 2023 due to renegotiated certain at-risk capitation agreements for a more favorable contract structure which is reflected on a net basis under shared savings starting in 2024 and a decrease from 22.5% in 2022, due to the addition of the at-risk capitation arrangements during 2022 and 2023 resulting in higher revenues.
As a percentage of revenue, Care Margin was 23.3% in 2024 an increase from 21.7% in 2023, due to renegotiated certain at-risk capitation agreements for a more favorable contract structure which is reflected on a net basis under shared savings starting in 2024.
General and administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, occupancy costs, operations, clinical and quality support, finance, legal, human resources, and development departments.
General and administrative Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, occupancy costs, operations, clinical and quality support, finance, legal, human resources, and development departments. Depreciation and amortization expense Depreciation and amortization expenses consists of definitive-lived intangible asset amortization and depreciation of our fixed assets.
Shared Savings Under the shared savings basis, the Company is offered financial incentives to increase its accountability for the cost, quality and efficiency of the care provided to the population of attributed members.
Shared Savings Under the shared savings basis, the Company may earn financial incentives for increasing accountability over the cost, quality and efficiency of the care provided to attributed members.
The increase was driven by the increase of $11.2 million in stock-based compensation expense, which is primarily related to an additional quarter of expense due to timing of the 2023 equity awards being granted during the second quarter of 2023 compared to 2024 equity awards being granted during the first quarter of 2024, an increase in salaries and benefits of $1.7 million and an increase in professional services of $1.1 million related to additional consulting services. 55 Table of Contents Depreciation and amortization expense Depreciation and amortization expenses were $7.3 million for the year ended December 31, 2024, an increase from $6.5 million during the same period in 2023.
The increase was driven by the increase of $6.5 million in stock-based compensation expense, an increase in salaries and benefits of $3.6 million and an increase in professional services of $2.4 million related to additional consulting services. 54 Table of Contents Depreciation and amortization expense Depreciation and amortization expenses were $9.9 million for the year ended December 31, 2025, compared to $7.3 million during the same period in 2024.
The number of Implemented Providers increased 11.2% between December 31, 2023 and 2024 mainly due to organic growth in our healthcare delivery business as well as entrance into the Indiana market. Implemented Providers increased 19.4% between 2022 and 2023, due to organic growth in our healthcare delivery business as well as entrance into new markets.
Implemented Providers increased 11.2% as of the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to organic growth in our healthcare delivery business as well as entrance into the Indiana market.
Platform Contribution increased 12.8% for the year ended December 31, 2024 when compared to the same period in 2023 and increased 16.8% between 2023 and 2022, in each case due to organic growth of our medical practice business and new market entries.
Platform Contribution increased 20.0% for the year ended December 31, 2025 when compared to the same period in 2024 and increased 12.8% between 2024 and 2023, in each case due to organic and inorganic growth of our medical practice business and a change in estimate related to our Shared Savings accrual.
In November 2024, the Company announced it had entered into the Indiana market through the acquisition of an independent group practice, renamed Privia Medical Group Indiana, LLC (“PMG IN”), whereby Privia acquired majority ownership in PMG IN.
In November 2024, we announced it had entered into the Indiana market through the acquisition of an independent group practice, renamed Privia Medical Group Indiana, LLC (“PMG IN”), whereby Privia acquired majority ownership in PMG IN. In April 2025, we announced a partnership with Integrated Medical Services, a multi-specialty practice, to launch Privia Medical Group Arizona (“PMG AZ”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed1 unchanged
Biggest changeOur Credit Agreement bears interest at a base rate plus applicable margin, with the base rate being the higher of the Prime Rate or the Federal Funds Rate plus 0.50%. In no event will the base rate be less than 1.0%. As of December 31, 2024, the Company had no outstanding debt under the Credit Agreement.
Biggest changeOur Credit Agreement bears interest at a base rate plus applicable margin ranging from 0.25% to 0.75%, or ii) Secured Overnight Financing Rate (“SOFR”) plus 0.10% plus an applicable margin ranging from 1.25% to 1.75% depending on the consolidated leverage ratio, as defined. In no event will the base rate be less than 1.0%.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA All information required by this item is included in Item 15 of this Annual Report on Form 10-K and is incorporated into this item by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA All information required by this item is included in Item 15 of this Annual Report on Form 10-K and is incorporated into this item by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
We do not hold financial instruments for trading purposes. 60 Table of Contents Interest Rate Risk Our primary market risk exposure is rising interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our co ntrol.
We do not hold financial instruments for trading purposes. 59 Table of Contents Interest Rate Risk Our primary market risk exposure is rising interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our co ntrol.
Inflation Risk Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition. ITEM 8.
As of December 31, 2025, the Company had no outstanding debt under the Credit Agreement. Inflation Risk Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

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