Privia (PRVA) CFO in nondiscretionary tax sale of 11,006 shares

Rhea-AI Filing Summary

Privia Health Group, Inc. Executive Vice President and Chief Financial Officer David Mountcastle reported open-market sales totaling 11,006 shares of common stock on March 6 and March 9, at prices of $23.15 and $22.84 per share.

According to the filing, these were nondiscretionary sell-to-cover transactions required to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units. After the transactions, he directly holds 161,903 shares and indirectly holds 8,695 shares through his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mountcastle David

(Last) (First) (Middle)

PRIVIA HEALTH GROUP, INC.

950 N. GLEBE RD., SUITE 700

(Street)

ARLINGTON VA 22203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Privia Health Group, Inc. [ PRVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/06/2026		S(1)		5,177	D	$23.15	167,732	D
Common Stock, par value $0.01 per share	03/09/2026		S(1)		5,829	D	$22.84	161,903	D
Common Stock, $0.01 par value per share								8,695	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported in this Form 4 represents a nondiscretionary sale of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.

Remarks:

	/s/ Anita Beth Adams, as attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Privia Health (PRVA) report for its CFO?

Privia Health reported that CFO David Mountcastle sold 11,006 common shares in two open-market trades. The sales occurred on March 6 and March 9 at prices of $23.15 and $22.84 per share, respectively, according to the Form 4 filing.

Why did Privia Health CFO David Mountcastle sell PRVA shares?

The Form 4 states the CFO’s sales were nondiscretionary sell-to-cover transactions. They were required to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units, rather than elective portfolio sales based on his view of Privia Health’s stock.

How many Privia Health (PRVA) shares does the CFO hold after this Form 4?

After the reported transactions, CFO David Mountcastle holds 161,903 Privia Health common shares directly. The filing also shows an additional 8,695 shares held indirectly through his spouse, providing context on his remaining equity stake following the tax-related sales.

Were the Privia Health CFO’s PRVA share sales part of normal compensation?

Yes. The Form 4 footnote explains the sales were tied to restricted stock units. Shares were sold automatically to cover tax withholding when those RSUs vested and settled, indicating the transactions were a routine compensation-related event rather than a discretionary reduction in ownership.

What type of security was involved in the Privia Health CFO Form 4?

The transactions involved Privia Health Group, Inc. common stock with a par value of $0.01 per share. These sales related to shares received from restricted stock units that vested and settled, prompting required tax-withholding sell-to-cover trades disclosed in the Form 4.