Form 8-K

8-K — Privia Health Group, Inc.

Accession: 0001759655-26-000061

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001759655

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — prva-20260806.htm (Primary)

EX-99.1 (ex-9912q26earningrelease.htm)

GRAPHIC (privialogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: prva-20260806.htm · Sequence: 1

prva-20260806

0001759655FALSE00017596552026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

_________________________

Privia Health Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_________________________

Delaware

001-40365 81-3599420

(State or other jurisdiction of incorporation or organization)

(Commission

File No.)

(I.R.S. Employer Identification No.)

950 N. Glebe Rd.,

Suite 700

Arlington, Virginia 22203

(Address of Principal Executive Offices)

(Zip Code)

(571) 366-8850

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share PRVA The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Privia Health Group, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:

Exhibit No. Description

99.1

Privia Health Group, Inc. Press Release Dated August 6, 2026

104

The Cover Page from this Current Report on Form 8-K, Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRIVIA HEALTH GROUP, INC.

Date: August 6, 2026

By: /s/ David Mountcastle

Name: David Mountcastle

Title: Executive Vice President, Chief Financial Officer and Authorized Officer

EX-99.1

Filename: ex-9912q26earningrelease.htm · Sequence: 2

Document

Exhibit 99.1

Privia Health Reports Strong Second Quarter and Year-to-Date 2026 Results

–2Q’26 Net Income of $9.0M, +236.7% from 2Q’25

–2Q’26 Adjusted EBITDA of $37.4M, +29.1% from 2Q’25

–Full-Year 2026 Guidance Raised for All Key Financial Metrics

ARLINGTON, VA – August 6, 2026 – Privia Health Group, Inc. (Nasdaq: PRVA) today announced financial results for the second quarter and six-month periods ended June 30, 2026.

Second Quarter Performance

Three Months Ended June 30,

(unaudited; $ in millions, except per share amounts)

2026 2025

Change (%)*

Total revenue $ 632.6 $ 521.2 21.4 %

Gross profit $ 128.9 $ 112.8 14.3 %

Operating income $ 11.8 $ 3.3 252.9 %

Net income a

$ 9.0 $ 2.7 236.7 %

Non-GAAP adjusted net income b

$ 25.3 $ 21.3 18.7 %

Net income per share $ 0.07 $ 0.02 250.0 %

Non-GAAP adjusted net income per share b

$ 0.19 $ 0.17 11.8 %

*Any slight variations in totals are due to rounding.

a.Net income for the three months ended June 30, 2026, included $19.4 million in non-cash stock compensation expense. Net income for the three months ended June 30, 2025 included $18.8 million in non-cash stock compensation expense.

b.Reconciliations of non-GAAP adjusted net income and other non-GAAP financial measures are presented in tables near the end of this press release.

Key Operating and Non-GAAP Financial Metrics c

Three Months Ended June 30,

(unaudited; $ in millions)

2026 2025 Change (%)

Implemented Providers 5,644 5,125 10.1 %

Value-Based Care Attributed Lives 1,647,000 1,382,000 19.2 %

Practice Collections $ 970.0 $ 862.9 12.4 %

Care Margin

$ 132.1 $ 115.2 14.7 %

Platform Contribution

$ 69.0 $ 57.5 20.1 %

Adjusted EBITDA

$ 37.4 $ 29.0 29.1 %

c.Reconciliations of Care Margin, Platform Contribution, Adjusted EBITDA and other non-GAAP financial measures are presented in tables near the end of this press release.

Six-Month Performance

For the Six Months Ended June 30,

($ in millions, except per share amounts)

2026 2025 Change (%)

Total revenue $ 1,236.5 $ 1,001.3 23.5 %

Gross profit $ 254.5 $ 216.4 17.6 %

Operating income $ 19.2 $ 8.6 124.4 %

Net income a

$ 12.1 $ 6.9 75.4 %

Non-GAAP adjusted net income b d e

$ 49.6 $ 41.2 20.4 %

Net income per share $ 0.09 $ 0.05 80.0 %

Non-GAAP adjusted net income per share b d e

$ 0.38 $ 0.32 18.8 %

a.Net income for the six months ended June 30, 2026 included $41.3 million in non-cash stock compensation expense. Net income for the six months ended June 30, 2025 included $36.6 million in non-cash stock compensation expense.

b.Reconciliations of non-GAAP adjusted net income and other non-GAAP financial measures are presented in tables near the end of this press release.

Key Operating and Non-GAAP Financial Metrics b d e

For the Six Months Ended June 30,

($ in millions) 2026 2025 Change (%)

Practice Collections $ 1,884.8 $ 1,661.5 13.4 %

Care Margin b d

$ 260.9 $ 220.4 18.3 %

Platform Contribution b d

$ 136.0 $ 109.2 24.6 %

Adjusted EBITDA b d e

$ 74.1 $ 55.9 32.6 %

Updated Full-Year 2026 Guidance d e f g

FY 2025

Initial FY 2026 Guidance at 2.27.26 d

Updated FY 2026 Guidance at 8.6.26

($ in millions) Actual Low High

Implemented Providers 5,380 5,900 6,000 No Change

Attributed Lives 1,541,000 1,550,000 1,600,000 1,625,000 - 1,650,000

Practice Collections $ 3,470.5 $ 3,650 $ 3,750 High End

GAAP Revenue $ 2,122.8 $ 2,350 $ 2,450 High End

Care Margin d e f

$ 462.2 $ 515 $ 530 Mid to High End

Platform Contribution d e

$ 234.8 $ 260 $ 270 Mid to High End

Adjusted EBITDA d e f

$ 125.5 $ 145 $ 155 Mid to High End

•Expect approximately 70-80% of Adjusted EBITDA to convert to free cash flow in full-year 2026 subject to timing of MSSP cash settlement

•Guidance does not assume any new business development activity

d.Management has not reconciled forward-looking non-GAAP measures to their most directly comparable GAAP measures of Gross Profit, Operating Income and Net Income. This is because the Company cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain GAAP components of such reconciliations due to market-related assumptions that are not within our control as well as certain legal or advisory costs, tax costs or other costs that may arise. For these reasons,

management is unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable GAAP measures.

e.See “Key Metrics and Non-GAAP Financial Measures” for more information as to how the Company defines and calculates Implemented Providers, Attributed Lives, Practice Collections, Care Margin, Platform Contribution, and Adjusted EBITDA, and for a reconciliation of the most comparable GAAP measures to Care Margin, Platform Contribution, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income Per Share.

f.Certain non-recurring or non-cash and other expenses will be treated as an add back in the reconciliation of Net Income to Adjusted EBITDA, and the reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income Per Share, the details of which can be found in the Reconciliation schedules near the end of this and in future quarterly press releases.

g.Any slight variations in totals due to rounding.

Webcast and Conference Call Information

The Company will host a conference call on August 6, 2026, at 8:00 am ET to discuss these results and management’s outlook for future financial and operational performance. You can visit ir.priviahealth.com/news-and-events/events-and-presentations to listen to the call via live webcast. The webcast will be archived and available for replay for on-demand listening shortly after the completion of the call under the same link. Go to https://register-conf.media-server.com/register/BI4c0355cb60f4473db6a27e261c9996e2 in order to pre-register and obtain your dial-in number and passcode to join the live conference call.

This news release and the financial statements contained herein, and the slide presentation for the webcast, are also available on the Privia Health Investor Relations website at ir.priviahealth.com.

About Privia Health

Privia Health™ is one of the largest physician enablement companies in the United States with a presence in 25 states and the District of Columbia. Privia builds scaled provider networks with primary-care centric medical groups, risk-bearing entities, a physician-led governance structure, and the Privia Platform comprising an extensive suite of technology and service solutions. Privia collaborates with medical groups, health plans and health systems to optimize 1,300+ physician practices, improve the patient experience for 6.1+ million patients, and reward 5,600+ physicians and advanced practitioners for delivering high-value care.

Privia’s mission is to transform healthcare delivery to achieve better outcomes, lower costs, and improve the health of communities and the well-being of providers. For more information, visit priviahealth.com.

Non-GAAP Financial Measures

The Company reports and discusses its operating results using financial measures consistent with accounting principles generally accepted in the United States ("GAAP"). From time to time, in press releases, financial presentations, earnings conference calls or otherwise, the Company may disclose certain non-GAAP financial measures. The non-GAAP financial measures presented in this press release should not be viewed as alternatives or substitutes for the Company's reported GAAP results. A reconciliation to the most directly comparable GAAP financial measure is set forth in the tables that accompany this release.

The Company believes that the non-GAAP financial measures presented in this press release are relevant and provide useful information to the Company's management, investors, and other interested parties about the Company's operating performance because the measures allow them to understand and compare the Company's actual and expected operating results during the prior, current and future periods in a more consistent manner. The non-GAAP measures presented in this press release may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provides a more complete understanding of the results of operations and trends affecting the

Company's business. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to financial measures calculated in accordance with GAAP.

Safe Harbor Statement

The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company’s Form 10-Q is filed with the Securities and Exchange Commission (“SEC”). This press release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such statements relate to our current expectations, projections and assumptions about our business, the economy and future events or conditions. They do not relate strictly to historical or current facts. Forward-looking statements can be identified by words such as “aims,” “anticipates,” "assumes," “believes,” “estimates,” “expects,” “forecasts,” “future,” “intends,” “likely,” “may,” “outlook,” “plans,” “potential,” “projects,” “seeks,” “strategy,” “targets,” “trends,” “will,” “would,” “could,” “should,” and variations of such terms and similar expressions and references to guidance, although some forward-looking statements may be expressed differently. In particular, these include statements relating to, among other things, our future actions, business plans, objectives and prospects; and our future operating or financial performance and projections, including our full year guidance for 2026. Factors or events that could cause actual results to differ may emerge from time to time and are difficult to predict. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results may differ materially from past results and those anticipated, estimated or projected. We caution you not to place undue reliance upon any of these forward-looking statements.

Factors related to these risks and uncertainties include, but are not limited to: the heavily regulated industry in which we operate, and any failure by us or our medical groups to comply with the extensive applicable healthcare laws and government regulations; the complexity of the legal framework governing our relationships with Medical Groups, some of which we do not own, and Privia providers, and the impact of legal challenges or shifting interpretations of applicable laws; the execution of our growth strategy, which may not prove viable and we may not realize expected results; difficulties timely implementing our proprietary end-to-end, cloud-based technology solution for Privia physicians and new medical groups; the high level of competition in our industry; challenges in successfully establishing a presence in new geographic markets; the impact of failures by or service disruptions at key third-party vendors, such as our primary electronic medical record vendor, athenahealth, Inc.; potential decreases in reimbursement rates by governmental and third-party payers, changes to payment terms or challenges negotiating and retaining favorable contracts with private third-party payers, and changes impacting our patient population; the financial and operational impact of our compliance with various complex and changing federal and state privacy and security laws and regulations related to our use, disclosure, and other processing of personal information and protected health information, including the Health Insurance Portability and Accountability Act of 1996; the impact of actual and potential security threats, cybersecurity incidents or privacy or other forms of data breaches involving us, our vendors or other third parties; the continued availability of qualified workforce, including staff at our medical groups, and the continued upward pressure on compensation for such workforce; and other risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s subsequent Quarterly Reports on Form 10-Q. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.

Contact:

Robert Borchert

SVP, Investor & Corporate Communications

IR@priviahealth.com

817.783.4841

Privia Health Group, Inc.

Condensed Consolidated Statements of Operations(g)

(unaudited)

(in thousands, except share and per share data)

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 632,630 $ 521,153 $ 1,236,477 $ 1,001,250

Operating expenses:

Provider expense 500,484 405,992 975,601 780,801

Cost of platform 69,357 64,918 137,777 124,444

Sales and marketing 8,002 6,805 16,136 13,727

General and administrative 39,658 37,519 81,131 69,240

Depreciation and amortization 3,356 2,583 6,637 4,484

Total operating expenses 620,857 517,817 1,217,282 992,696

Operating income

11,773 3,336 19,195 8,554

Other income 3,310 — 3,310 —

Interest income, net

1,668 2,408 3,556 5,339

Income before provision for income taxes 16,751 5,744 26,061 13,893

Provision for income taxes 7,017 2,456 12,617 4,559

Net income 9,734 3,288 13,444 9,334

Less: Net income attributable to non-controlling interests 686 601 1,332 2,427

Net income attributable to Privia Health Group, Inc. $ 9,048 $ 2,687 $ 12,112 $ 6,907

Net income per share attributable to Privia Health Group, Inc. stockholders – basic $ 0.07 $ 0.02 $ 0.10 $ 0.06

Net income per share attributable to Privia Health Group, Inc. stockholders – diluted $ 0.07 $ 0.02 $ 0.09 $ 0.05

Weighted average common shares outstanding – basic 126,121,426 122,132,245 125,142,415 121,370,949

Weighted average common shares outstanding – diluted 131,827,233 128,447,069 131,355,421 128,149,252

(g) Any slight variations in totals due to rounding.

Privia Health Group, Inc.

Condensed Consolidated Balance Sheets(h)

(in thousands)

June 30, 2026 December 31, 2025

Assets (unaudited)

Current assets:

Cash and cash equivalents $ 412,200 $ 479,685

Accounts receivable

574,160 400,902

Prepaid expenses and other current assets 38,906 30,414

Total current assets 1,025,266 911,001

Non-current assets:

Property and equipment, net 272 504

Right-of-use assets

8,038 8,794

Intangible assets, net 218,654 215,919

Goodwill 215,789 209,842

Deferred tax asset

— 2,274

Other non-current assets 20,562 21,044

Total non-current assets 463,315 458,377

Total assets $ 1,488,581 $ 1,369,378

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable and accrued expenses $ 91,010 $ 96,804

Provider liability 541,368 469,516

Operating lease liabilities, current 2,066 2,200

Total current liabilities 634,444 568,520

Non-current liabilities:

Operating lease liabilities, non-current 6,667 7,331

Deferred tax liability 3,737 —

Other non-current liabilities 5,660 2,584

Total non-current liabilities 16,064 9,915

Total liabilities 650,508 578,435

Commitments and contingencies

Stockholders’ equity:

Common stock 1,263 1,236

Additional paid-in capital 925,264 892,291

Accumulated deficit (144,198) (156,310)

Total Privia Health Group, Inc. stockholders’ equity 782,329 737,217

Non-controlling interest 55,744 53,726

Total stockholders’ equity 838,073 790,943

Total liabilities and stockholders’ equity $ 1,488,581 $ 1,369,378

(h) Any slight variations in totals are due to rounding.

Privia Health Group, Inc.

Condensed Consolidated Statements of Cash Flows(i)

(unaudited)

(in thousands)

For the Six Months Ended June 30,

2026 2025

Cash flows from operating activities

Net income

$ 13,444 $ 9,334

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation 291 415

Amortization of intangibles 6,346 4,069

Stock-based compensation 41,317 36,639

Deferred income taxes, net

3,683 2,671

Changes in asset and liabilities:

Accounts receivable, net

(172,378) (121,497)

Prepaid expenses and other current assets (8,492) (21,344)

Other non-current assets and right-of-use assets

1,472 1,056

Accounts payable and accrued expenses (5,794) (7,687)

Provider liability 70,972 81,185

Operating lease liabilities (1,032) (778)

Other long-term liabilities 1,806 (153)

Net cash used in operating activities (48,365) (16,090)

Cash from investing activities

Business acquisitions, net of cash acquired (11,430) (89,058)

Other

(59) —

Net cash used in investing activities (11,489) (89,058)

Cash flows from financing activities

Proceeds from exercised stock options

1,600 4,126

Proceeds from non-controlling interest 2,213 —

Repurchase of non-controlling interest (11,444) —

Net cash (used in) provided by financing activities (7,631) 4,126

Net decrease in cash and cash equivalents (67,485) (101,022)

Cash and cash equivalents at beginning of period 479,685 491,149

Cash and cash equivalents at end of period $ 412,200 $ 390,127

Supplemental disclosure of cash flow information:

Interest paid $ 162 $ 124

Income taxes paid $ 10,656 $ 5,771

Supplemental disclosure of non-cash operating activities:

Lease liabilities obtained in exchange for right-of-use assets $ 234 $ 1,832

Contingent consideration payable $ 1,270 $ —

(i) Any slight variations in totals are due to rounding.

Additional Financial Information

Revenues disaggregated by source:

For the Three Months Ended June 30, For the Six Months Ended June 30,

(Dollars in thousands)

2026 2025 2026 2025

FFS-patient care $ 412,640 $ 331,464 $ 803,773 $ 643,225

FFS-administrative services 33,222 35,116 64,625 67,371

Capitated revenue 95,150 75,511 181,298 146,201

Shared savings 68,920 60,021 143,883 107,933

Care management fees (PMPM) 20,733 16,919 38,600 32,121

Other revenue 1,965 2,122 4,298 4,399

Total Revenue $ 632,630 $ 521,153 $ 1,236,477 $ 1,001,250

The Company’s liabilities for unpaid medical claims under at-risk capitation arrangements:

June 30,

(Dollars in thousands)

2026 2025

Balance, beginning of period $ 78,989 $ 66,355

Incurred health care costs:

Current year 175,800 144,840

Prior years (13,225) (555)

Total claims incurred $ 162,575 $ 144,285

Claims paid:

Current year (83,892) (63,025)

Prior year (58,695) (47,959)

Total claims paid $ (142,587) $ (110,984)

Balance, end of period $ 98,977 $ 99,656

Key Metrics and Non-GAAP Financial Measures

Privia Health reviews a number of operating and financial metrics, including the following key metrics and non-GAAP financial measures, to evaluate the Company’s business, measure performance, identify trends affecting the Company’s business, formulate business plans, and make strategic decisions.

Key Metrics(j)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in millions) 2026 2025 2026 2025

Implemented Providers (as of end of period) (1)

5,644 5,125 5,644 5,125

Attributed Lives (as of end of period) (2)

1,647,000 1,382,000 1,647,000 1,382,000

Practice Collections (3)

$ 970.0 $ 862.9 $ 1,884.8 $ 1,661.5

(1) Implemented Providers is defined as the total of all service professionals at the end of a given period who are credentialed and bill for medical services in both Owned and Non-Owned Medical Groups during that period.

(2) Attributed Lives are defined as any patient that a payer deems attributed to Privia to deliver care as part of a value-based care arrangement through a provider of primary care or specialty services as of the end of a particular period.

(3) Practice Collections are defined as the total collections from all practices in all markets and all sources of reimbursement that the Company receives for delivering care and providing Privia Health’s platform and associated services. Practice Collections differ from revenue by including collections from Non-Owned Medical Groups.

(j) Any slight variations in totals are due to rounding.

Non-GAAP Financial Measures (5)(k)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in thousands) 2026 2025 2026 2025

Care Margin $ 132,146 $ 115,161 $ 260,876 $ 220,449

Platform Contribution $ 68,989 $ 57,466 $ 136,022 $ 109,199

Platform Contribution Margin 52.2% 49.9% 52.1% 49.5%

Adjusted EBITDA $ 37,429 $ 28,992 $ 74,120 $ 55,907

Adjusted EBITDA Margin 28.3% 25.2% 28.4% 25.4%

(5) In addition to results reported in accordance with GAAP, Privia Health discloses Care Margin, Platform Contribution, Platform Contribution margin, Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. Each are defined as follows:

•Care Margin is Gross Profit excluding amortization of intangible assets.

•Platform Contribution is Gross Profit, excluding amortization of intangible assets, less Cost of platform and excluding stock-based compensation expense included in Cost of platform.

•Platform Contribution margin is Platform Contribution divided by Care Margin.

•Adjusted EBITDA is net income before interest income, net, provision for income taxes, net income attributable to non-controlling interests, depreciation and amortization, stock-based compensation, employer taxes on equity vesting/exercises, severance charges, contingent and deferred consideration, and other non-recurring expenses.

•Adjusted EBITDA Margin is Adjusted EBITDA divided by Care Margin.

(k) Any slight variations in totals are due to rounding.

Reconciliation of Gross Profit to Care Margin(l)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in thousands) 2026 2025 2026 2025

Revenue $ 632,630 $ 521,153 $ 1,236,477 $ 1,001,250

Provider expense (500,484) (405,992) (975,601) (780,801)

Amortization of intangible assets (3,211) (2,396) (6,346) (4,069)

Gross Profit $ 128,935 $ 112,765 $ 254,530 $ 216,380

Amortization of intangibles assets 3,211 2,396 6,346 4,069

Care Margin $ 132,146 $ 115,161 $ 260,876 $ 220,449

(l) Any slight variations in totals are due to rounding.

Reconciliation of Gross Profit to Platform Contribution(m)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in thousands) 2026 2025 2026 2025

Revenue $ 632,630 $ 521,153 $ 1,236,477 $ 1,001,250

Provider expense (500,484) (405,992) (975,601) (780,801)

Amortization of intangibles assets (3,211) (2,396) (6,346) (4,069)

Gross Profit $ 128,935 $ 112,765 $ 254,530 $ 216,380

Amortization of intangibles assets 3,211 2,396 6,346 4,069

Cost of platform (69,357) (64,918) (137,777) (124,444)

Stock-based compensation(6)

6,200 7,223 12,923 13,194

Platform Contribution $ 68,989 $ 57,466 $ 136,022 $ 109,199

(m) Any slight variations in totals are due to rounding.

(6) Amount represents stock-based compensation expense included in Cost of platform.

Reconciliation of Net Income to Adjusted EBITDA(n)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in thousands) 2026 2025 2026 2025

Net income

$ 9,048 $ 2,687 $ 12,112 $ 6,907

Net income attributable to non-controlling interests

686 601 1,332 2,427

Provision for income taxes 7,017 2,456 12,617 4,559

Interest income, net

(1,668) (2,408) (3,556) (5,339)

Depreciation and amortization 3,356 2,583 6,637 4,484

Stock-based compensation 19,396 18,849 41,317 36,639

Other income (3,310) — (3,310) —

Other expenses(7)

2,904 4,224 6,971 6,230

Adjusted EBITDA $ 37,429 $ 28,992 $ 74,120 $ 55,907

(n) Any slight variations in totals are due to rounding.

(7) Other expenses include employer taxes on equity vesting/exercises, severance, contingent and deferred consideration, and other non-recurring expenses.

Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income Per Share(o)

For the Three Months Ended June 30, For the Six Months Ended June 30,

(unaudited; $ in thousands) 2026

2025 (10)

2026

2025 (10)

Net income $ 9,048 $ 2,687 $ 12,112 $ 6,907

Stock-based compensation 19,396 18,849 41,317 36,639

Intangible amortization expense 3,211 2,396 6,346 4,069

Other expenses(8)

2,904 4,224 6,971 6,230

Other income (3,310) — (3,310) —

Tax effect of adjustments(9)

(5,994) (6,877) (13,857) (12,673)

Adjusted net income

$ 25,255 $ 21,279 $ 49,579 $ 41,172

Adjusted net income per share attributable to Privia Health Group, Inc. stockholders – basic $ 0.20 $ 0.17 $ 0.40 $ 0.34

Adjusted net income per share attributable to Privia Health Group, Inc. stockholders – diluted $ 0.19 $ 0.17 $ 0.38 $ 0.32

Weighted average common shares outstanding – basic 126,121,426 122,132,245 125,142,415 121,370,949

Weighted average common shares outstanding – diluted 131,827,233 128,447,069 131,355,421 128,149,252

(o) Any slight variations in totals due to rounding.

(8) Other expenses include employer taxes on equity vesting/exercises, severance, contingent and deferred consideration, and other non-recurring expenses.

(9) The Company uses a statutory blended tax rate of 27% on the adjustments between Net Income and Adjusted Net Income.

(10) Updated to conform with current year presentation.

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Aug. 06, 2026

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