Why was the Privia Health (PRVA) CFO’s share sale described as nondiscretionary?

The filing states the sale was a nondiscretionary “sell to cover” required to meet tax withholding obligations. It occurred in connection with the vesting and settlement of restricted stock units, meaning the shares were sold automatically to pay taxes owed on that equity compensation.

Privia Health (PRVA) CFO sells shares to cover RSU tax obligations

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Privia Health Group EVP & CFO David Mountcastle reported an open-market sale of 5,566 shares of common stock at $20.85 per share on April 2, 2026. According to the footnote, this was a nondiscretionary “sell to cover” transaction to satisfy tax withholding obligations from vesting restricted stock units.

After the sale, Mountcastle directly holds 214,847 shares of Privia Health Group common stock and has an additional 8,695 shares held indirectly through his spouse.

Insider Trade Summary

Net Seller: 5,566 shares ($116,051)

Net Sell 2 txns

Insider Mountcastle David

Role EVP & Chief Financial Officer

Sold 5,566 shs ($116K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01 per share	5,566	$20.85	$116K
holding	Common Stock, $0.01 par value per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 214,847 shares (Direct); Common Stock, $0.01 par value per share — 8,695 shares (Indirect, By spouse)

Footnotes (1)

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Key Figures

Shares sold: 5,566 shares Sale price: $20.85 per share Direct holdings after sale: 214,847 shares +2 more

5 metrics

Shares sold 5,566 shares Open-market sale on April 2, 2026

Sale price $20.85 per share Price for tax-related sell-to-cover transaction

Direct holdings after sale 214,847 shares Direct ownership following reported transaction

Indirect holdings (spouse) 8,695 shares Indirect ownership recorded as held by spouse

Net shares sold 5,566 shares Net buy/sell direction reported as net-sell

Key Terms

nondiscretionary sale, sell to cover, tax withholding obligations, restricted stock units, +1 more

5 terms

nondiscretionary sale financial

"The sale reported in this Form 4 represents a nondiscretionary sale of shares"

sell to cover financial

"pursuant to sell to cover transactions to satisfy tax withholding obligations"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

indirect ownership financial

"total_shares_following_transaction": "8695.0000", "direct_or_indirect": "I""

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 04:00 PM

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
Estimated average burden
hours per response:			0.5

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

VIRGINIA

22203

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	04/02/2026		S⁽¹⁾		5,566	D	$20.85	214,847	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	04/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Privia Health CFO David Mountcastle reported selling 5,566 common shares at $20.85 each. The sale was a nondiscretionary, tax-related “sell to cover” tied to vesting restricted stock units rather than a discretionary decision to reduce his overall investment.

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

David Mountcastle sold 5,566 shares of Privia Health common stock at $20.85 per share. This transaction was disclosed as an open-market sale but executed to cover tax withholding obligations from restricted stock unit vesting, not as a typical portfolio rebalancing sale.

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

Following the transaction, David Mountcastle directly owns 214,847 Privia Health common shares. The filing also reports 8,695 additional shares held indirectly through his spouse, providing a combined view of his direct and reported indirect equity exposure to the company.

How does the CFO’s indirect ownership in Privia Health (PRVA) appear in the filing?

The Form 4 lists 8,695 Privia Health common shares as indirectly owned by David Mountcastle “by spouse.” This entry is recorded as a holding line rather than a new transaction, showing additional family-related ownership separate from his directly held 214,847-share position.