Was the Privia Health (PRVA) CFO’s share sale an open-market disposition?

The sale is coded as an open-market transaction but described as a nondiscretionary “sell to cover” for tax withholding. That description indicates the sale was driven by tax obligations tied to restricted stock unit vesting, not discretionary market timing.

Privia Health (PRVA) CFO tax-driven sale of 3,385 shares disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Privia Health Group, Inc. executive vice president and chief financial officer David Mountcastle reported a small share sale linked to equity compensation. He sold 3,385 shares of common stock at $22.60 per share in a nondiscretionary “sell to cover” transaction to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units. After this transaction, he directly holds 211,462 shares of common stock and also has indirect ownership of 8,695 shares through his spouse.

Insider Trade Summary

Net Seller: 3,385 shares ($76,501)

Net Sell 2 txns

Insider Mountcastle David

Role EVP & Chief Financial Officer

Sold 3,385 shs ($77K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01 per share	3,385	$22.60	$77K
holding	Common Stock, $0.01 par value per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 211,462 shares (Direct, null); Common Stock, $0.01 par value per share — 8,695 shares (Indirect, By spouse)

Footnotes (1)

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Key Figures

Shares sold: 3,385 shares Sale price per share: $22.60 per share Direct holdings after transaction: 211,462 shares +2 more

5 metrics

Shares sold 3,385 shares Open-market sale on 2026-05-11 to cover RSU taxes

Sale price per share $22.60 per share Price received for common stock sold on 2026-05-11

Direct holdings after transaction 211,462 shares Common stock directly owned by CFO after sale

Indirect holdings by spouse 8,695 shares Common stock held indirectly through spouse

Net buy/sell shares -3,385 shares Net result of reported transactions in this Form 4

Key Terms

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

4 terms

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.

sell to cover financial

"pursuant to "sell to cover" transaction 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.

nondiscretionary sale financial

"represents a nondiscretionary sale of shares required to be sold"

tax withholding obligations financial

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

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 06:10 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)
05/11/2026

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	05/11/2026		S⁽¹⁾		3,385	D	$22.6	211,462	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" transaction 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	05/13/2026
	** 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 insider transaction did Privia Health (PRVA) disclose in this Form 4?

Privia Health disclosed that CFO David Mountcastle sold 3,385 common shares at $22.60 each. The transaction was a nondiscretionary “sell to cover” for taxes on vested restricted stock units, not a voluntary portfolio reallocation.

Why did Privia Health (PRVA) CFO David Mountcastle sell 3,385 shares?

The 3,385 shares were sold to cover tax withholding obligations from the vesting and settlement of restricted stock units. This “sell to cover” structure means the sale was required for taxes rather than an elective change in his equity exposure.

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

After the sale, CFO David Mountcastle directly holds 211,462 shares of Privia Health common stock. He also has indirect ownership of 8,695 additional shares held by his spouse, as reported in the same Form 4 filing.

Does the Form 4 show any remaining derivative or option positions for PRVA’s CFO?

The Form 4 derivative summary is empty, indicating no derivative transactions were reported in this filing. The disclosure focuses on common stock holdings and the tax-related sale connected to restricted stock unit vesting and settlement.