Privia Health Group (PRVA) director reports 112,759-share option exercise and sale

Rhea-AI Filing Summary

Privia Health Group director Matthew Shawn Morris reported an exercise-and-sell sequence in company stock. On July 2 and July 6, 2026, he exercised stock options to acquire a total of 112,759 shares of common stock at $2.00 per share and sold the same number of shares in open-market transactions at weighted average prices of $27.33 and $27.24 per share, respectively. These sales were made under a previously adopted Rule 10b5-1 trading plan. After the transactions, he holds 68,188 shares directly, plus indirect holdings of 11,998 shares by a trust and 12,487 shares by Emerald Family, LLC. The filing also notes the forfeiture of 8,463 unvested restricted stock units and that all reported stock options are fully vested and exercisable.

Insights

Equity compensation and insider-trading analyst

Morris executed a planned option exercise-and-sell, remaining a sizable shareholder.

The filing shows Matthew Shawn Morris exercising stock options for 112,759 Privia Health Group shares at $2.00 and selling the same amount at weighted average prices around $27. This is a classic exercise-and-sell pattern converting option value into cash.

The footnotes state these sales were under a pre-established Rule 10b5-1 trading plan, indicating they were pre-scheduled rather than opportunistic trades. All reported options are fully vested and exercisable, and following the trades he still directly holds 68,188 shares plus additional indirect holdings.

The filing also notes forfeiture of 8,463 unvested restricted stock units, trimming future equity-based compensation. Overall, this appears to be routine liquidity and compensation management rather than a transformative change in insider ownership or company outlook.

Insider Trade Summary 10b5-1

Net Seller: 112,759 shares ($3,076,868)

Net Sell 8 txns

Insider Morris Matthew Shawn

Role null

Sold 112,759 shs ($3.08M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Purchase)	53,722	$0.00	--
Exercise	Common Stock, par value $0.01 per share	53,722	$2.00	$107K
Sale	Common Stock, par value $0.01 per share	53,722	$27.24	$1.46M
Exercise	Stock Option (Right to Purchase)	59,037	$0.00	--
Exercise	Common Stock, par value $0.01 per share	59,037	$2.00	$118K
Sale	Common Stock, par value $0.01 per share	59,037	$27.33	$1.61M
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) — 3,274,622 shares (Direct, null); Common Stock, par value $0.01 per share — 130,373 shares (Direct, null); Common Stock, par value $0.01 per share — 12,487 shares (Indirect, By Emerald Family, LLC)

Footnotes (1)

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously 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 $26.90 to $27.53 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 $27.09 to $27.39 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. Reflects the forfeiture of 8,463 unvested restricted stock units granted on May 20, 2026 under the Issuer's 2021 Omnibus Incentive Plan. All of the stock options are fully vested and exercisable.

Key Figures

Total shares sold: 112,759 shares Sale price July 2: $27.33 per share Sale price July 6: $27.24 per share +5 more

8 metrics

Total shares sold 112,759 shares Open-market sales on July 2 and July 6, 2026

Sale price July 2 $27.33 per share Weighted average sale price on July 2, 2026

Sale price July 6 $27.24 per share Weighted average sale price on July 6, 2026

Option exercise price $2.00 per share Exercise price for 112,759 underlying shares

Direct holdings after transaction 68,188 shares Common stock directly owned after July 6, 2026

Indirect trust holdings 11,998 shares Common stock held indirectly by trust as of July 2, 2026

Indirect LLC holdings 12,487 shares Common stock held indirectly by Emerald Family, LLC as of July 2, 2026

Remaining stock options 3,274,622 options Stock Option (Right to Purchase) total following July 6, 2026

Key Terms

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

5 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan previously 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)""

restricted stock units financial

"Reflects the forfeiture of 8,463 unvested restricted stock units granted on May 20, 2026 under the Issuer's 2021 Omnibus Incentive Plan."

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.

fully vested and exercisable financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 04:08 PM Accepted by SEC EDGAR 07/07/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What insider transactions did Privia Health Group (PRVA) director Matthew Shawn Morris report?

Morris reported exercising options for 112,759 shares of Privia Health Group common stock at $2.00 per share and selling the same number of shares in open-market transactions around $27 per share. These trades occurred on July 2 and July 6, 2026.

At what prices did Matthew Shawn Morris sell Privia Health Group (PRVA) shares?

He sold shares at weighted average prices of $27.33 on July 2, 2026 and $27.24 on July 6, 2026. Footnotes note each sale comprised multiple trades within narrow ranges around these averages.

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

After the reported transactions, Morris holds 68,188 shares directly. He also has indirect ownership of 11,998 shares through a trust and 12,487 shares through Emerald Family, LLC, as shown in the filing.

Were Matthew Shawn Morris’s Privia Health Group (PRVA) sales made under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected pursuant to a previously adopted Rule 10b5-1 trading plan. Such plans pre-schedule trades, reducing the significance of timing as a signal of changing sentiment.

What does the Form 4 say about Matthew Shawn Morris’s stock options in Privia Health Group (PRVA)?

The Form 4 shows options exercised for 112,759 underlying shares at a $2.00 exercise price, with the derivative table indicating 3,274,622 stock options remaining. A footnote adds that all reported stock options are fully vested and exercisable.

Did the filing mention any changes to Matthew Shawn Morris’s restricted stock units in Privia Health Group (PRVA)?

Yes. A footnote notes the forfeiture of 8,463 unvested restricted stock units granted on May 20, 2026 under the company’s 2021 Omnibus Incentive Plan, slightly reducing his future equity-based compensation potential.

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

X

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^*

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)
07/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	07/02/2026		M(1)		59,037	A	$2	135,688	D
Common Stock, par value $0.01 per share	07/02/2026		S(1)		59,037	D	$27.33(2)	76,651	D
Common Stock, par value $0.01 per share	07/06/2026		M(1)		53,722	A	$2	130,373	D
Common Stock, par value $0.01 per share	07/06/2026		S(1)		53,722	D	$27.24(3)	68,188(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Purchase)	$2	07/02/2026		M(1)			59,037	(5)	08/27/2033	Common Stock, par value $0.01 per share	59,037	$0	3,328,344	D
Stock Option (Right to Purchase)	$2	07/06/2026		M(1)			53,722	(5)	08/27/2033	Common Stock, par value $0.01 per share	53,722	$0	3,274,622	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 $26.90 to $27.53 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 $27.09 to $27.39 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. Reflects the forfeiture of 8,463 unvested restricted stock units granted on May 20, 2026 under the Issuer's 2021 Omnibus Incentive Plan.

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

Remarks:

	/s/ Anita Beth Adams, as attorney-in-fact	07/07/2026
	** 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)