Were Matthew Shawn Morris’s Privia Health (PRVA) share sales discretionary or pre-planned?

The Form 4 notes that Morris’s sales were effected pursuant to a Rule 10b5-1 trading plan. Such plans are established in advance and execute trades automatically, indicating these dispositions followed a pre-arranged schedule rather than ad hoc market-timing decisions.

Privia Health (PRVA) director exercises options and sells 18,113 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Privia Health Group, Inc. director Matthew Shawn Morris reported option exercises paired with open-market sales of common stock. On May 1 and May 4, 2026, he exercised stock options covering a total of 18,113 shares at $2.00 per share and sold the same number of shares in open-market trades at weighted-average prices of about $24.99 and $24.96 per share under a Rule 10b5-1 trading plan. Following these transactions, he directly holds 68,188 common shares, plus indirect holdings of 11,998 shares held by a trust and 12,487 shares held by Emerald Family, LLC, and retains stock options covering 3,674,201 underlying shares expiring in 2033.

Insider Trade Summary 10b5-1

Net Seller: 18,113 shares ($452,613)

Net Sell 8 txns

Insider Morris Matthew Shawn

Role null

Sold 18,113 shs ($453K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Purchase)	1,017	$0.00	--
Exercise	Common Stock, par value $0.01 per share	1,017	$2.00	$2K
Sale	Common Stock, par value $0.01 per share	1,017	$24.96	$25K
Exercise	Stock Option (Right to Purchase)	17,096	$0.00	--
Exercise	Common Stock, par value $0.01 per share	17,096	$2.00	$34K
Sale	Common Stock, par value $0.01 per share	17,096	$24.99	$427K
holding	Common Stock, par value $0.01 per share	--	--	--
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Stock Option (Right to Purchase) — 3,674,201 shares (Direct, null); Common Stock, par value $0.01 per share — 69,205 shares (Direct, null); Common Stock, par value $0.01 per share — 12,487 shares (Indirect, By Emerald Family, LLC)

Footnotes (1)

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.95 to $25.15 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.95 to $24.98 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. All stock options are fully vested and exercisable.

Key Figures

Shares sold: 18,113 shares Sale price (May 1, 2026): $24.99 per share Sale price (May 4, 2026): $24.96 per share +5 more

8 metrics

Shares sold 18,113 shares Open-market sales on May 1 and May 4, 2026

Sale price (May 1, 2026) $24.99 per share Weighted-average price for 17,096 shares sold

Sale price (May 4, 2026) $24.96 per share Weighted-average price for 1,017 shares sold

Option exercise price $2.00 per share Exercise price for 18,113 stock options

Direct holdings after trades 68,188 shares Common stock directly owned after reported transactions

Trust holdings 11,998 shares Common stock held indirectly by trust as of May 1, 2026

Emerald Family, LLC holdings 12,487 shares Common stock held indirectly by Emerald Family, LLC

Remaining stock options 3,674,201 shares Underlying shares for options outstanding after exercises, expiring 2033

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Purchase), indirect ownership, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (Right to Purchase) financial

"security_title: "Stock Option (Right to Purchase)""

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "By Trust""

underlying security shares financial

"underlying_security_shares: "17096.0000""

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 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^*

Morris Matthew Shawn

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		M⁽¹⁾		17,096	A	$2	85,284	D
Common Stock, par value $0.01 per share	05/01/2026		S⁽¹⁾		17,096	D	$24.99⁽²⁾	68,188	D
Common Stock, par value $0.01 per share	05/04/2026		M⁽¹⁾		1,017	A	$2	69,205	D
Common Stock, par value $0.01 per share	05/04/2026		S⁽¹⁾		1,017	D	$24.96⁽³⁾	68,188	D
Common Stock, par value $0.01 per share								12,487	I	By Emerald Family, LLC
Common Stock, par value $0.01 per share								11,998	I	By Trust

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)
Stock Option (Right to Purchase)	$2	05/01/2026		M⁽¹⁾			17,096	⁽⁴⁾	08/27/2033	Common Stock, par value $0.01 per share	17,096	$0	3,675,218	D
Stock Option (Right to Purchase)	$2	05/04/2026		M⁽¹⁾			1,017	⁽⁴⁾	08/27/2033	Common Stock, par value $0.01 per share	1,017	$0	3,674,201	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan 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 $24.95 to $25.15 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 $24.95 to $24.98 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 stock options are fully vested and exercisable.

Remarks:

	/s/ Anita Beth Adams, as attorney-in-fact	05/05/2026
	** 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 transactions did Privia Health (PRVA) director Matthew Shawn Morris report?

Matthew Shawn Morris reported exercising stock options for 18,113 Privia Health shares at $2.00 per share, then selling the same number of shares in open-market trades around $25 per share. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan.

How many Privia Health (PRVA) shares did Matthew Shawn Morris sell and at what prices?

Morris sold a total of 18,113 Privia Health common shares in open-market transactions. The weighted-average sale prices were approximately $24.99 per share on May 1, 2026 and $24.96 per share on May 4, 2026, across multiple trades within narrow intraday ranges.

What stock option activity did Matthew Shawn Morris report for Privia Health (PRVA)?

He exercised stock options to acquire 18,113 Privia Health common shares at an exercise price of $2.00 per share. After these exercises, options remain outstanding covering 3,674,201 underlying shares of Privia Health common stock, with an expiration date in 2033.

How many Privia Health (PRVA) shares does Matthew Shawn Morris own after these transactions?

After the reported trades, Morris directly holds 68,188 shares of Privia Health common stock. He also reports indirect ownership of 11,998 shares held by a trust and 12,487 shares held by Emerald Family, LLC, in addition to his remaining stock option holdings.

What is the significance of the Rule 10b5-1 trading plan mentioned in the Privia Health (PRVA) filing?

A Rule 10b5-1 trading plan allows insiders to pre-schedule trades, helping manage potential insider-trading concerns. In this filing, Morris’s sales occurred under such a plan, meaning the timing and amounts were established earlier, independent of any later nonpublic company information.