Privia (NASDAQ: PRVA) CFO sells 13,058 shares via 10b5-1 plan

Rhea-AI Filing Summary

Privia Health Group EVP & CFO David Mountcastle exercised fully vested stock options and sold shares under a pre-established Rule 10b5-1 trading plan. On February 26 and 27, he exercised options to receive common stock at an exercise price of $2.00 per share and then sold 13,058 shares of common stock in open-market transactions at weighted average prices around $25 per share, according to price ranges disclosed in the footnotes. After these transactions, he directly owns 172,909 shares of Privia common stock and indirectly owns 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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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)
02/26/2026

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	02/26/2026		M(1)		5,361	A	$2	178,270	D
Common Stock, par value $0.01 per share	02/26/2026		S(1)		5,361	D	$25(2)	172,909	D
Common Stock, par value $0.01 per share	02/27/2026		M(1)		7,697	A	$2	180,606	D
Common Stock, par value $0.01 per share	02/27/2026		S(1)		7,697	D	$25.05(3)	172,909	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
Stock Option (Right to Purchase)	$2	02/26/2026		M(1)			1,668	(4)	12/03/2029	Common Stock, par value $0.01 per share	1,668	$0	3,833	D
Stock Option (Right to Purchase)	$2	02/26/2026		M(1)			1,100	(4)	03/20/2029	Common Stock, par value $0.01 per share	1,100	$0	11,352	D
Stock Option (Right to Purchase)	$2	02/26/2026		M(1)			1,893	(4)	08/27/2028	Common Stock, par value $0.01 per share	1,893	$0	15,927	D
Stock Option (Right to Purchase)	$2	02/26/2026		M(1)			700	(4)	09/07/2030	Common Stock, par value $0.01 per share	700	$0	2,166	D
Stock Option (Right to Purchase)	$2	02/27/2026		M(1)			998	(4)	12/03/2029	Common Stock, par value $0.01 per share	998	$0	2,835	D
Stock Option (Right to Purchase)	$2	02/27/2026		M(1)			2,699	(4)	03/20/2029	Common Stock, par value $0.01 per share	2,699	$0	8,653	D
Stock Option (Right to Purchase)	$2	02/27/2026		M(1)			3,428	(4)	08/27/2028	Common Stock, par value $0.01 per share	3,428	$0	12,499	D
Stock Option (Right to Purchase)	$2	02/27/2026		M(1)			572	(4)	09/07/2030	Common Stock, par value $0.01 per share	572	$0	1,594	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.00 to $25.02 per share. The reporting person undertakes to provide to Privia Health Group, Inc., any security holder of Privia Health Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.00 to $25.19 per share. The reporting person undertakes to provide to Privia Health Group, Inc., any security holder of Privia Health Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. All of the stock options are fully vested and exercisable.

Remarks:

	/s/ Anita Beth Adams, as attorney-in-fact	03/02/2026
	** 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.
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FAQ

What did Privia Health (PRVA) CFO David Mountcastle report in this Form 4?

Privia Health’s CFO David Mountcastle reported exercising stock options and selling shares. He exercised options at an exercise price of $2.00 per share, then sold 13,058 shares in open-market transactions under a Rule 10b5-1 trading plan.

How many Privia Health (PRVA) shares did the CFO sell and at what prices?

The CFO sold 13,058 shares of Privia Health common stock. Footnotes state the sales occurred in multiple transactions at weighted average prices, with individual trades ranging from about $25.00 to just over $25.19 per share.

Were the Privia Health (PRVA) CFO’s share sales pre-planned under Rule 10b5-1?

Yes, the filing states the transactions were effected pursuant to a previously adopted Rule 10b5-1 trading plan. Such plans allow insiders to schedule trades in advance, providing a structured framework for selling shares over time.

What stock options did the Privia Health (PRVA) CFO exercise in this filing?

The CFO exercised multiple fully vested stock options described as “Stock Option (Right to Purchase).” A footnote clarifies that all of these options are fully vested and exercisable, and several of the resulting shares carried an exercise price of $2.00.

How many Privia Health (PRVA) shares does the CFO still own after these transactions?

Following the reported option exercises and sales, the CFO directly holds 172,909 shares of Privia Health common stock. The filing also shows indirect ownership of 8,695 shares held by his spouse, reported as indirect beneficial ownership.

Does the Form 4 show any indirect Privia Health (PRVA) holdings for the CFO?

Yes. The Form 4 discloses indirect ownership of 8,695 shares of common stock characterized as held “By spouse.” These shares are reported separately from the CFO’s directly owned 172,909 shares of Privia Health common stock.