Privia Health Group (PRVA) director trades 13,647 shares via stock options

Rhea-AI Filing Summary

A director of Privia Health Group, Inc. reported an option exercise and related stock sale on 12/12/2025. The director exercised stock options covering 13,647 shares of common stock at an exercise price of $2 per share and on the same day sold 13,647 shares at a weighted average price of about $25.01 per share under a pre-arranged Rule 10b5-1 trading plan.

After these transactions, the director directly owned 68,188 shares of Privia Health common stock and held additional indirect ownership of 12,487 shares through Emerald Family, LLC and 11,998 shares through a trust. The director also held 3,716,652 fully vested stock options with an exercise price of $2 per share that are exercisable until 08/27/2033.

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).

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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, par value $0.01 per share	12/12/2025		M(1)		13,647	A	$2	81,835	D
Common Stock, par value $0.01 per share	12/12/2025		S(1)		13,647	D	$25.01(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Purchase)	$2	12/12/2025		M(1)			13,647	(3)	08/27/2033	Common Stock, par value $0.01 per share	13,647	$0	3,716,652	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 $24.95 to $25.105 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. All of the stock options are fully vested and exercisable.

Remarks:

	/s/ Anita Beth Adams, as attorney-in-fact	12/16/2025
	** 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 was reported for Privia Health Group (PRVA)?

A Privia Health Group director reported exercising stock options for 13,647 shares of common stock at an exercise price of $2 per share and selling 13,647 shares of common stock on 12/12/2025.

At what prices did the Privia Health (PRVA) director exercise and sell shares?

The director exercised stock options at $2 per share and sold the resulting 13,647 shares at a weighted average price of approximately $25.01 per share, with individual sale prices ranging from $24.95 to $25.105 per share.

Was the Privia Health (PRVA) trade made under a Rule 10b5-1 plan?

Yes. The filing states that the transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

How many Privia Health (PRVA) shares does the director own after the reported trades?

Following the reported transactions, the director directly owned 68,188 shares of Privia Health common stock, plus 12,487 shares held indirectly through Emerald Family, LLC and 11,998 shares held indirectly through a trust.

What stock options in Privia Health (PRVA) does the director still hold?

After the transaction, the director beneficially owned 3,716,652 stock options, each with an exercise price of $2 per share, all fully vested and exercisable, with an expiration date of 08/27/2033.

What type of SEC form reports this Privia Health (PRVA) insider trade?

The insider transaction is reported on a Form 4, which discloses changes in the beneficial ownership of a company’s securities by directors, officers, and other insiders.