Privia Health Group (NASDAQ: PRVA) CEO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Privia Health Group CEO Parth Mehrotra reported open-market sales of 63,439 common shares of Privia Health Group, Inc. on March 6 and 9, 2026 at weighted-average prices including 22.84, 23.15 and 23.37 per share. The filing explains these were nondiscretionary “sell-to-cover” trades required to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units and were executed under a Rule 10b5-1 trading plan. After these transactions, Mehrotra directly holds 343,795 shares of Privia common stock.

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).

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^*

Mehrotra Parth

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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, $0.01 par value per share	03/06/2026		S(1)		21,440	D	$23.15	385,794	D
Common Stock, $0.01 par value per share	03/09/2026		S(2)		21,915	D	$22.84(3)	363,879	D
Common Stock, $0.01 par value per share	03/09/2026		S(2)		1,219	D	$23.37(4)	362,660	D
Common Stock, $0.01 par value per share	03/09/2026		S(1)		18,865	D	$22.84	343,795	D

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.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.35 to $23.34 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.35 to $23.41 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.

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 Group (PRVA) report for its CEO?

Privia Health Group reported that CEO Parth Mehrotra sold 63,439 common shares. The filing classifies these as open-market sales executed to cover tax withholding obligations related to vested restricted stock units under a pre-established Rule 10b5-1 trading plan.

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

CEO Parth Mehrotra sold 63,439 Privia Health Group common shares. Reported weighted-average sale prices include 22.84, 23.15, and 23.37 per share, with detailed price ranges described in the filing’s footnotes for the multiple transactions executed.

Why did the Privia Health Group (PRVA) CEO sell shares in this Form 4 filing?

The filing states the CEO’s sales were nondiscretionary “sell-to-cover” transactions. Shares were required to be sold to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units rather than from a discretionary decision to reduce his equity exposure.

Were the Privia Health Group (PRVA) CEO share sales under a Rule 10b5-1 plan?

Yes. The footnotes explain the sales were effected pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged trading programs, indicating these transactions were scheduled in advance instead of being timed in response to short-term market movements.

How many Privia Health Group (PRVA) shares does the CEO still own after these sales?

After completing the reported transactions, CEO Parth Mehrotra directly holds 343,795 Privia Health Group common shares. This post-transaction holding figure is disclosed in the Form 4 and provides context for the relative size of the tax-related share sales.

Do the Privia Health Group (PRVA) CEO’s reported sales indicate a major ownership change?

The filing shows 63,439 shares sold for tax withholding purposes, with 343,795 shares still held directly. Because the sales were nondiscretionary “sell-to-cover” transactions under a Rule 10b5-1 plan, they are characterized as routine rather than a fundamental shift in ownership.