Privia Health Group, Inc.

Previous wording

Privia Health is a technology-driven, national physician-enablement company that collaborates with medical groups, health plans, and health systems to optimize physician practices, improve patient experiences, and reward doctors for delivering high-value care in both in-person and virtual care settings on the “Privia Platform.” We directly address three of the most pressing issues facing physicians today: the transition to the VBC reimbursement model, the ever-increasing administrative requirements to operate a successful medical practice and the need to engage patients using modern user-friendly technology. We seek to accomplish these objectives by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regional Medical Group with significant local autonomy for Privia Providers joining our Medical Groups. Our Medical Groups are designated as in-network by all major health insurance payers in all of our markets and all Privia Providers are credentialed with such health insurance payers.

Current wording

Privia Health is a technology-driven, national physician-enablement company that collaborates with physician practices, health plans, and health systems to achieve the quadruple aim of better outcomes, lower costs, improved patient experience, and happier and more engaged providers. We seek to accomplish the quadruple aim by entering markets and organizing existing physicians and non-physician clinicians into a unique practice model that combines the advantages of a partnership in a large regional Medical Group with significant provider autonomy for Privia Providers joining our Medical Groups.

Previous wording

Under our standard model, Privia Physicians join the Medical Group in their geographic market as an owner of the Medical Group. Certain of our Medical Groups are Owned Medical Groups, with Privia Physicians owning a minority interest. However, in those markets in which state regulations do not allow us to own physician practices, the Medical Groups are Non-Owned Medical Groups or Friendly Medical Groups. Privia Physicians who owned their own practices prior to joining Privia continue to own their Affiliated Practices, but those Affiliated Practices no longer furnish healthcare services. The Medical Groups have no ownership in the underlying Affiliated Practices, but the Affiliated Practices do provide certain services to our Medical Groups, such as use of space, non-physician staffing, equipment and supplies.

Current wording

Under our Privia Medical Group model, Privia Physicians join the Medical Group in their geographic market as an owner of the Medical Group. We own a majority interest in certain of our Medical Groups, with Privia Physicians collectively owning a minority interest, and we own no interest in certain other Non-Owned Medical Groups. In those markets in which state regulations do not allow us to own Medical Groups, the Non-Owned Medical Groups may be owned by the Privia Physicians or owned indirectly by a licensed physician holding a Privia leadership position, otherwise referred to as a Friendly Medical Group. Privia Physicians furnish healthcare services through our Medical Groups and continue to own their Affiliated Practices, which provide certain services to the Medical Groups, such as use of space, non-physician staffing, equipment and supplies.

Previous wording

We provide management services to each Medical Group through a local MSO established with the objective of maximizing the independence and autonomy of our Affiliated Practices, while providing Medical Groups with access to VBC opportunities either directly or through Privia-owned Accountable Care Organizations (“ACOs”). We have national committees that distribute quality guidance, and we employ Chief Medical Officers who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. Additionally, we hold the provider contracts, maintain the patient records, set reimbursement rates, and negotiate payer contracts on behalf of the Owned Medical Groups and the owned ACOs.

Current wording

We provide management and administrative services to the Medical Groups through a local MSO, which provides Medical Groups with access to VBC opportunities either directly or through Privia-owned Accountable Care Organizations (“ACOs”). We have national committees that distribute quality guidance, and we employ Chief Medical Officers who provide clinical oversight and direction over the clinical affairs of the Owned Medical Groups. Additionally, we hold the provider contracts, maintain the patient records, set reimbursement rates, and negotiate payer contracts on behalf of the Owned Medical Groups.

Previous wording

• Net income attributable to Privia Health Group, Inc. was $3.5 million and $5.6 million, for the three months ended September 30, 2024 and 2023, respectively, and $10.0 million and$20.2 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

• Net income attributable to Privia Health Group, Inc. was $4.2 million and $3.0 million, for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which lead to a highly predictable and recurring revenue model. Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars. In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations. We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us. FFS-patient care revenue represented 64.7% and 58.8% of total revenue for the three months ended September 30, 2024 and 2023, respectively, and 65.4% and 57.9%for thenine months ended September 30, 2024 and 2023, respectively. FFS-administrative services revenue represented 7.0% and 7.2% of total revenue for the three months ended September 30, 2024 and 2023, respectively, and 7.2% and 6.9%for thenine months ended September 30, 2024 and 2023, respectively.

Current wording

We generate FFS-patient care revenue when we collect reimbursements for FFS medical services provided by Privia Providers. Our agreements with our providers have a multi-year term length and we have historically experienced a 96% provider retention rate, both of which lead to a highly predictable and recurring revenue model. Our FFS contracts with payer partners typically contain annual rate inflators and enhanced commercial FFS rates given our scale in each of our markets. As a result of receiving these rate inflators and enhancements, if we continue to be successful in expanding our provider base, we expect revenue will grow year-over-year in absolute dollars. In addition, in our FFS-patient care revenue, we include collections generated from ancillary services such as clinical laboratory, imaging and pharmacy operations. We also generate FFS-administrative services revenue by providing administration and management services to medical groups which are not owned or consolidated by us. FFS-patient care revenue represented 64.9% and 66.2% of total revenue for the three months ended March 31, 2025 and 2024, respectively. FFS-administrative services revenue represented 6.7% and 7.0% of total revenue for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Over time, we create incremental value for our provider partners by enabling them to succeed in VBC arrangements. We generate VBC revenue when our Privia Providers are reimbursed through traditional FFS Medicare, MSSP, Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. Given recent regulatory and utilization headwinds in Medicare Advantage, the Company renegotiated certain capitation agreements for more favorable contract structures with potential, positive contribution margin in 2024. As a result of the renegotiated agreements, effective January 1, 2024, approximately 19,800 Attributed Lives moved from capitated revenue, which is recorded on a gross basis, to shared savings revenue, which is recorded on a net basis. These lives are still managed, but our results are recorded on a net shared savings revenue basis. The revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare services to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract,” (ii) Shared savings earned based on improved quality and lower cost of care for our Attributed Lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics. VBC revenue represented 27.8% and 33.5% of total revenue for the three months ended September 30, 2024 and 2023, respectively, and 26.9% and 34.8%for thenine months ended September 30, 2024 and 2023, respectively.

Current wording

Over time, we create incremental value for our provider partners by enabling them to succeed in VBC arrangements. We generate VBC revenue when our providers are reimbursed through traditional FFS Medicare, MSSP, Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. Given recent regulatory and utilization headwinds in Medicare Advantage, during the first quarter of 2024, the Company renegotiated certain capitation agreements for more favorable contract structures. The revenue is primarily collected in the form of (i) Capitated revenue earned by providing healthcare services to Medicare Advantage attributed beneficiaries for a defined group of services including professional, institutional and pharmacy through a contract that is typically known as an “at-risk contract,” (ii) Shared savings earned based on improved quality and lower cost of care for our attributed lives in VBC incentive arrangements and (iii) Care management fees to cover costs of services typically not reimbursed under traditional FFS payment models, including population management, care coordination, advanced technology and analytics. VBC revenue represented 27.9% and 26.3% of total revenue for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding. Other revenue represented 0.5% of total revenue for both the three months ended September 30, 2024 and 2023, respectively, and 0.5% and 0.4% for thenine months ended September 30, 2024 and 2023, respectively.

Current wording

The remainder of our revenue is derived from leveraging our existing base of providers and patients to deliver value-oriented services such as virtual visits, virtual scribes and coding. Other revenue represented 0.5% of total revenue for both the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue. Our existing provider relationships and market share provides us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market’s recognition of the attractiveness of our platform to our providers, patients and payers. We intend to increase our provider base in existing and new markets by adding new practices and assisting our existing practices with recruiting new providers, using our in-market and national sales and marketing teams. As we add providers to the Privia Platform, we expect them to contribute incremental economics as we leverage our existing brand and infrastructure, both at the corporate and in-market levels.

Current wording

Our ability to increase our provider base will enable us to deliver financial growth as our providers generate both our FFS and VBC revenue. Our existing provider relationships and market share provides us with significant opportunity to grow in both existing and new geographies, and we believe the number of providers joining Privia is a key indicator of the market’s recognition of the attractiveness of our platform to our providers, patients and payers. We intend to increase our provider base in existing and new markets by adding new practices and assisting our existing practices with recruiting new providers, using our in-market and national sales and marketing teams. As we add providers to our platform (the “Privia Platform”), we expect them to contribute incremental economics as we leverage our existing brand and infrastructure, both at the corporate and in-market levels.

Previous wording

During 2023, the Company entered four new markets through partnerships or affiliations with clinically integrated networks, health systems and independent group practices in Connecticut, Ohio, Washington state and South Carolina. In November 2024, the Company announced it had entered the state of Indiana in partnership with a multi-specialty practice.

Current wording

In April 2025, the Company announced it had entered the state of Arizona in partnership with a multi-specialty practice.

Previous wording

Privia Providers have high satisfaction with their overall performance on our platform, and we strive to continuously improve provider well-being and patient satisfaction. Our percentage of collections model combined with high patient and provider satisfaction results in 90%+ Practice Collections predictability on a rolling twelve month forward basis. We believe these metrics demonstrate the stability of our provider base and the appeal to prospective providers and patients of our platform.

Current wording

Privia Providers have high satisfaction with their overall performance on our platform, and we strive to continuously improve provider well-being and patient satisfaction. Our percentage of collections model combined with high patient and provider satisfaction results in greater than 90% Practice Collections predictability on a rolling twelve month forward basis. We believe these metrics demonstrate the stability of our provider base and the appeal to prospective providers and patients of our platform.

Previous wording

Our FFS and VBC revenue is dependent upon our contracts and relationships with payers. We partner with a large and diverse set of payer groups nationally and in each of our markets to form provider networks and to lower the overall cost of care, and we structure bespoke contracts to help both providers and payers achieve their objectives in a mutually aligned manner. Maintaining, supporting and increasing the number of these contracts and relationships, particularly as we enter new markets, is important for our long-term success.

Current wording

Our FFS and VBC revenue is dependent upon our contracts and relationships with payers. We partner with a large and diverse set of payer groups nationally and in each of our markets to form provider networks and to lower the overall cost of care, and we structure bespoke contracts to help both providers and payers achieve their objectives in a mutually aligned manner. Maintaining, supporting and increasing the number of these contracts and relationships, particularly as we enter new markets, is important for our long-term success. We typically enter into multiyear contracts with our Medical Groups, Privia Physicians, health system or hospital partners, ACO participants and payer customers, which often have a stated initial term of three years and automatically renew for successive one-year terms. From time to time, we may renegotiate or attempt to renegotiate our payer contracts in the ordinary course of business prior to the expiration of their stated terms. If the counterparties fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to utilize additional products and services obtained from us, or if we fail to renegotiate contracts with our counterparties on favorable terms or at all, our revenue may decline and our future revenue growth may be constrained.

Previous wording

Currently, the total number of Privia-owned ACOs is nine, serving beneficiaries across the District of Columbia and eleven states, including California, Connecticut, Florida, Georgia, Maryland, Montana, North Carolina, Tennessee, Texas, Virginia, and Washington state.

Current wording

At the beginning of 2025, the total number of Privia-owned ACOs was nine, serving beneficiaries across the District of Columbia and eleven states, including California, Connecticut, Florida, Georgia, Maryland, Montana, North Carolina, Tennessee, Texas, Virginia, and Washington state.

Previous wording

During 2022 and 2023, we entered into capitated payer arrangements. Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company is entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans. The fees are typically based on a percentage of the defined premium that payers receive from Centers for Medicare and Medicaid Services (“CMS”). The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries. At-risk capitated fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries. Given recent regulatory and utilization headwinds in Medicare Advantage, the Company renegotiated certain capitation agreements for more favorable contract structures with potential, positive contribution margin in 2024. As a result of the renegotiated agreements, effective January 1, 2024, approximately 19,800 Attributed Lives moved from capitated revenue, which is recorded on a gross basis, to shared savings revenue, which is recorded on a net basis.

Current wording

During 2022 and 2023, we entered into capitated payer arrangements. Capitated revenue is generated through what is typically known as an “at-risk contract.” At-risk capitation refers to a model in which the Company is entitled to fixed monthly fees from the third-party payer in exchange for providing healthcare services to attributed beneficiaries in Medicare Advantage plans. The fees are typically based on a percentage of the defined premium that payers receive from CMS. The Company is responsible for providing or paying for the cost of healthcare services required by those attributed beneficiaries. At-risk capitated fees are recorded gross in revenues because the Company is acting as a principal in arranging for, providing, and controlling the managed healthcare services provided to the attributed beneficiaries.

Previous wording

We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our Medical Groups. This model aggregates providers solely for VBC contracts without the necessity for providers to change EMR providers. We furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose. During 2023, several Privia Care Partners’ providers transitioned to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care. As of January 1, 2024, approximately 1,350 providers with approximately 200,000 Attributed Lives are participating in the Privia Care Partners model.

Current wording

We launched Privia Care Partners on January 1, 2022 to offer a more flexible affiliation model for providers who do not desire to join one of our Medical Groups. This model aggregates providers in certain of our existing markets as well as new markets who are looking solely for VBC solutions without the necessity of changing EMR providers. We furnish population health services, reporting and analytics to such providers along with a menu of management services from which providers may choose. We continue to have Privia Care Partners’ providers transitioning to our Privia Medical Group model, which demonstrates the flexibility of our operating model and technology platform, as well as the ability to support physicians wherever they are in their transition value-based care.

Previous wording

We define Implemented Providers as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services, in both Owned and Non-Owned Medical Groups during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. We believe that growth in the number of Implemented Providers is a key indicator of the performance of our business and expected revenue growth. This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets. The number of Implemented Providers increased 13.1% as of September 30, 2024 compared to September 30, 2023, due to organic growth in our healthcare delivery business as well as our entrances into the Washington state and South Carolina markets.

Current wording

We define Implemented Providers as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services, in both Owned and Non-Owned Medical Groups during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. We believe that growth in the number of Implemented Providers is a key indicator of the performance of our business and expected revenue growth. This growth depends, in part, on our ability to successfully add new practices in existing markets and expand into new markets. The number of Implemented Providers increased 11.7% as of March 31, 2025 compared to March 31, 2024, due to organic growth in our healthcare delivery business as well as our entrance into the Indiana market.

Previous wording

We define Attributed Lives as any patient that a payer deems attributed to Privia to deliver care as part of a VBC arrangement through a provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. Attributed Lives increased 14.0% as of September 30, 2024 compared to September 30, 2023, due to our entrance into the Washington state market, as well as organic growth.

Current wording

We define Attributed Lives as any patient that a payer deems attributed to Privia to deliver care as part of a VBC arrangement through a provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. Attributed Lives increased 11.1% as of March 31, 2025 compared to March 31, 2024, due to our entrance into the Indiana market, as well as organic growth.

Previous wording

We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups. FFS arrangements accounted for 82.5% and 77.3% of our practice collections for the three months ended September 30, 2024 and 2023, respectively, and 83.1% and 76.3% for the nine months ended September 30, 2024 and 2023, respectively. VBC accounted for 17.3% and 22.4% of Practice Collections for the three months ended September 30, 2024 and 2023, respectively, and 16.6% and 23.4% for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

We define Practice Collections as the total collections from all practices in all markets and all sources of reimbursement (FFS, VBC and other) that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups. FFS arrangements accounted for 82.4% and 83.6% of our practice collections for the three months ended March 31, 2025 and 2024, respectively. VBC accounted for 17.4% and 16.2% of practice collections for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Practice Collections increased 2.3% for the three months ended September 30, 2024 when compared to the same period in 2023 and 4.5% for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to organic growth of our healthcare delivery business and our entrances into the Ohio, Washington state and South Carolina markets.

Current wording

Practice Collections increased 12.8% for the three months ended March 31, 2025 when compared to the same period in 2024, mainly due to organic growth of our healthcare delivery business and our entrance into the Indiana market.

Previous wording

We define Care Margin as Gross Profit excluding amortization of intangible assets. Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia. Our Care Margin generated from VBC revenue is based on a percentage of care management fees and shared savings collected. We view Care Margin as all of the dollars available for us to manage our business, including providing administrative support to our practices, investing in sales and marketing to attract new providers to the Privia Platform, and supporting the organization through our corporate infrastructure. We expect Care Margin will grow year-over-year in absolute dollars as we continue to expand our provider base. We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk/higher reward VBC arrangements over time. Care Margin increased 10.2% for the three months ended September 30, 2024 when compared to the same period in 2023 due to organic growth of our medical practice business and increased 10.6% for the nine months ended September 30, 2024 when compared to the same period in 2023 due to organic growth of our medical practice business. As a percentage of revenue, Care Margin increased to 23.2% for the three months ended September 30, 2024 from 22.1% for the same period in 2023 and increased to 23.2% for the nine months ended September 30, 2024, compared to 22.0% during the same period in 2023, due to renegotiated certain at-risk

Current wording

We define Care Margin as Gross Profit excluding amortization of intangible assets. Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. Our Care Margin generated from FFS revenue is contractual and recurring in nature, and primarily based on an individually negotiated percentage of collections for each practice that joins Privia. Our Care Margin generated from VBC revenue is based on a percentage of care management fees and shared savings collected. We view Care Margin as all of the dollars available for us to manage our business, including providing administrative support to our practices, investing in sales and marketing to attract new providers to the Privia Platform, and supporting the organization through our corporate infrastructure. We expect Care Margin will grow year-over-year in absolute dollars as we continue to expand our provider base. We would also expect our care management and shared savings economics in our VBC arrangements to improve on a per patient basis as we manage towards lower total cost of care for our Attributed Lives and move towards higher risk/higher reward VBC arrangements over time. Care Margin increased 10.9% for the three months ended March 31, 2025 when compared to the same period in 2024 due to organic growth of our medical practice business. As a percentage of revenue, Care Margin decreased to 21.9% for the three months ended March 31, 2025 from 22.9% for the same period in 2024. We continue to make strategic investments to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

Previous wording

We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less cost of platform and excluding stock-based compensation expense included in cost of platform. The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Platform Contribution. We consider Platform Contribution to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution increased 11.2% for the three months ended September 30, 2024 when compared to the same period in 2023 and increased 8.5% for the nine months ended September 30, 2024 when compared to the same period in 2023, in each case due to organic growth of our medical practice business and new market entries.

Current wording

We define Platform Contribution as Gross Profit, excluding amortization of intangible assets, less Cost of platform and excluding stock-based compensation expense included in Cost of platform. The following table provides a reconciliation of gross profit, the most closely comparable GAAP financial measure, to Platform Contribution. We consider Platform Contribution to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution increased 15.6% for the three months ended March 31, 2025 when compared to the same period in 2024 due to organic growth of our medical practice business and new market entry.

Previous wording

We define Platform Contribution Margin as Platform Contribution as a percentage of Care Margin. We consider Platform Contribution Margin to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 49.6% for three months ended September 30, 2024 compared to 49.1% during the same period in 2023 primarily due to organic growth, and 48.1% for the nine months ended September 30, 2024 compared to 49.0% during the same period in 2023. The year over year decrease in Platform Contribution Margin is primarily related to costs associated with the entry into new markets.

Current wording

We define Platform Contribution Margin as Platform Contribution as a percentage of Care Margin. We consider Platform Contribution Margin to be an important measure to monitor our performance, specific to pricing of our services, direct costs of delivering care, and cost of our platform and associated services. As a provider spends a longer time on the Privia Platform, we expect the Platform Contribution from that provider to increase both in terms of absolute dollars as well as a percent of Care Margin. We expect that this increase will be driven by improving per provider revenue economics over time as well as our ability to generate operating leverage on our in-market infrastructure costs. Platform Contribution Margin was 49.1% for three months ended March 31, 2025 compared to 47.1% during the same period in 2024. We continue to make strategic investments to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

Previous wording

We define Adjusted EBITDA as net income excluding interest income, interest expense, non-controlling expense/income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses, employer taxes on equity vesting/exercises and the provision for income taxes. We include Adjusted EBITDA because it is an important measure by which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on any debt we may incur or the cash requirements necessary to service interest or principal payments on such debt. Adjusted EBITDA increased 25.8% for the three months ended September 30, 2024, when compared to the same period in 2023 and 19.3% for the nine months ended September 30, 2024 compared to the same period in 2023, in each case due to organic growth of our medical practice business, new market entries, and growth in Attributed Lives.

Current wording

We define Adjusted EBITDA as net income excluding interest income, interest expense, non-controlling expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses, employer taxes on equity vesting/exercises and the provision for income taxes. We include Adjusted EBITDA because it is an important measure by which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not reflect the impact of stock-based compensation expense, and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted EBITDA increased 35.1% for the three months ended March 31, 2025, when compared to the same period in 2024 due to organic growth of our medical practice business, growth in Attributed Lives, and growth in our value based care business.

Previous wording

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure by which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA Margin was 23.3% for three months ended September 30, 2024 an increase from 20.4% for the same period in 2023 and 22.1% for the nine months ended September 30, 2024, an increase from 20.5% for the same period in 2023, due to organic growth of our medical practice business and new market entries.

Current wording

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Care Margin. We included Adjusted EBITDA Margin because it is an important measure by which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA Margin was 25.6% for three months ended March 31, 2025 an increase from 21.0% for the same period in 2024 due to organic growth of our medical practice business and growth in our value based care business.

Previous wording

Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, occupancy costs, operations, clinical and quality support, finance, legal, human resources, and business development departments.

Current wording

Corporate, general and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation, technology infrastructure, occupancy costs, operations, clinical and quality support, finance, legal, human resources, and development departments.

Previous wording

The following table sets forth our condensed consolidated statements of operations data for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table sets forth our condensed consolidated statements of operations data for the three months ended March 31, 2025 and 2024:

Previous wording

Revenue was $437.9 million for the three months ended September 30, 2024, an increase from $417.3 million for the three months ended September 30, 2023. Key drivers of this revenue growth include: FFS–patient care revenue and FFS-administrative services, which increased $37.7 million and $0.9 million, primarily attributable to the addition of new providers and an increase in visit volume; shared savings revenue, which increased $13.9 million primarily due to more Attributed Lives in Medicare programs as well as continued strong performance in our value based care programs in the aggregate; and an increase in PMPM revenue of $3.3 million primarily due to growth in Attributed Lives. The decrease in capitated revenue of $(35.1) million during the three months ended September 30, 2024 is due to renegotiation of capitated arrangements for a more favorable contract structure which is now reflected on a net basis under shared savings starting with the first quarter of 2024.

Current wording

Revenue was $480.1 million for the three months ended March 31, 2025, an increase from $415.2 million for the three months ended March 31, 2024. Key drivers of this revenue growth include: FFS–patient care revenue and FFS-administrative services, which increased $36.9 million and $3.2 million, primarily attributable to the addition of new providers and increase in visit volume; an increase in capitated revenue of $19.4 million due to an increase in Attributed Lives related to capitated arrangements; an increase in PMPM revenue of $4.6 million primarily due to increased Attributed Lives; and an increase in shared savings revenue of $0.4 million during the three months ended March 31, 2025 primarily due to timing of certain shared savings accruals and settlements, an increase in Attributed Lives in Medicare programs and continued strong performance in our value based care programs in the aggregate.

Previous wording

Provider expenses were $336.5 million for the three months ended September 30, 2024 compared to $325.2 million for the same period in 2023, and $979.4 million for the nine months ended September 30, 2024 compared to $949.2 million for the same period in 2023. The increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers during 2024.

Current wording

Provider expenses were $374.8 million for the three months ended March 31, 2025 compared to $320.3 million for the same period in 2024. The increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers during the first quarter of 2025.

Previous wording

Cost of platform expenses were $56.1 million for the three months ended September 30, 2024 compared to $50.3 million for the same period in 2023. The increase was driven by an increase in salaries and benefits of $1.8 million related to continued growth during the three months ended September 30, 2024 compared to the same period in 2023, an increase in stock-based compensation expense of $1.5 million, primarily related to an increase in stock-based awards granted in 2024 compared to 2023, and an increase in platform costs of $1.4 million, primarily related to an increase in Implemented Providers.

Current wording

Cost of platform expenses were $59.5 million for the three months ended March 31, 2025 compared to $54.1 million for the same period in 2024. The increase was driven by an increase in stock-based compensation expense of $2.1 million, primarily related to an increase in stock-based awards granted in 2025 compared to 2024, and an increase in salaries and benefits of $1.5 million related to continued growth during the three months ended March 31, 2025 compared the same period in 2024.

Previous wording

Sales and marketing expenses were $7.0 million for the three months ended September 30, 2024 compared to $7.2 million for the same period in 2023. The decrease was primarily driven by various de minimis expenses during the three months ended September 30, 2024 compared to the same period in 2023.

Current wording

Sales and marketing expenses were $6.9 million for the three months ended March 31, 2025 compared to $6.1 million for the same period in 2024. The increase was primarily driven by an increase in salaries and benefits of $0.7 million during the three months ended March 31, 2025 compared to the same period in 2024.

Previous wording

General and administrative expenses were $30.7 million for the three months ended September 30, 2024 compared to $27.2 million for the same period in 2023. The increase was driven by the increase of $2.4 million in stock-based compensation expense, which is primarily attributed an increase in stock-based awards granted in 2024 compared to 2023.

Current wording

General and administrative expenses were $31.7 million for the three months ended March 31, 2025 compared to $32.1 million for the same period in 2024. The decrease was driven by the decrease of non-recurring expenses of $4.7 million partially offset by an increase of $3.4 million in stock-based compensation expense, which is primarily attributed an increase in stock-based awards granted in 2025 compared to 2024 and an increase in salaries and benefits of $1.0 million.

Previous wording

Depreciation and amortization expenses were $1.8 million for the three months ended September 30, 2024 compared to $1.7 million for the same period in 2023, and $5.4 million for the nine months ended September 30, 2024 compared to $4.8 million for the same period in 2023. This increase was primarily driven by amortization of intangible assets related to acquisitions during the third and fourth quarters of 2023.

Current wording

Depreciation and amortization expenses were $1.9 million for the three months ended March 31, 2025 compared to $1.8 million for the same period in 2024. This increase was primarily driven by amortization of intangible assets related to an acquisition in 2024.

Previous wording

Interest income was a net interest income amount of $2.2 million for the three months ended September 30, 2024 compared to $2.9 million for the same period in 2023 and $8.1 million for the nine months ended September 30, 2024 compared to $5.5 million for the same period in 2023. Interest income is primarily based on the cash balance held in interest bearing accounts.

Current wording

Interest income was $2.9 million for the three months ended March 31, 2025 compared to $3.0 million for the same period in 2024. Interest income is primarily based on the cash balance held in interest bearing accounts.

Previous wording

The provision for income taxes was $4.0 million for the three months ended September 30, 2024, compared to the provision for income taxes of $2.5 million for the same period in 2023. The change was primarily attributable to the estimated tax rate for the year and fewer excess tax benefits stemming from share based compensation related stock option exercise and restricted stock unit vesting events.

Current wording

The provision for income taxes was $2.1 million for the three months ended March 31, 2025, compared to the provision for income taxes of $0.8 million for the same period in 2024. The change was primarily attributable to reduced tax benefits stemming from share-based compensation related to stock option exercises and restricted stock unit vesting events.

Previous wording

Net income attributable to non-controlling interest was $1.7 million for the nine months ended September 30, 2024 an increase compared to a (loss) of $(1.5) million during the same period in 2023. The change is primarily related to the ramp up of new markets entered and repurchase of non-controlling interests during 2023.

Current wording

Net income attributable to non-controlling interests was $1.8 million for the three months ended March 31, 2025 compared to $0.1 million during the same period in 2024. The change is primarily related to the continued growth in new markets entered.

Previous wording

To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the prior Credit Agreement. As of September 30, 2024, we had cash and cash equivalents of $422.0 million. Our cash and cash equivalents primarily consist of highly liquid investments in money market funds and cash.

Current wording

To date, we have financed our operations principally through sale of our equity, payments received from various payers and through borrowings under the prior Credit Agreement. As of March 31, 2025, we had cash and cash equivalents of $469.3 million. Our cash and cash equivalents primarily consist of highly liquid investments in money market funds and cash.

Previous wording

Net cash provided by operating activities was $34.5 million for the nine months ended September 30, 2024, compared to cash provided by operating activities of $16.7 million for the same period in 2023. Significant changes impacting net cash provided by operating activities for the nine months ended September 30, 2024 compared to net cash provided by operating activities for the same period in 2023 were as follows:

Current wording

Net cash used in operating activities was $24.1 million for the three months ended March 31, 2025, a decrease from $33.1 million for the same period in 2024. Significant changes impacting net cash used in operating activities for the three months ended March 31, 2025 compared to the same period in 2024 were as follows:

Previous wording

•A decrease in net income of $(7.0) million compared to the same period in 2023. Net income was $11.7 million for the nine months ended September 30, 2024 compared to income of $18.7 million for the same period in 2023, primarily driven by the increase in stock-based compensation expense during the nine months ended September 30, 2024 when compared to the same period in 2023.

Current wording

•An increase in net income of $2.9 million compared to the same period in 2024. Net income was $6.0 million for the three months ended March 31, 2025 compared to income of $3.1 million for the same period in 2024.

Previous wording

•An increase of $85.2 million in provider liability for the nine months ended September 30, 2024 compared to an increase of $123.9 million during the same period in 2023, a difference of $(38.7) million. The change is primarily due to a decrease in provider expense related to renegotiation of at-risk capitated arrangements during the nine months ended September 30, 2024.

Current wording

•An increase of $35.7 million in provider liability for the three months ended March 31, 2025 compared to an increase of $24.2 million during the same period in 2024, a difference of $11.5 million. The increase is primarily due to an increase in Implemented Providers and an increase in provider expenses related to the increase in FFS and VBC revenue.

Previous wording

Net cash used in investing activities was $5.7 million for the nine months ended September 30, 2024 compared to $37.9 million during the same period in 2023, primarily due to Privia’s investments in new markets during the first and third quarters of 2023.

Current wording

Net cash used in investing activities was de minimis for the three months ended March 31, 2025 compared to $5.7 million during the same period in 2024, primarily due to business acquisitions and other investing activities during the first quarter of 2024.

Previous wording

Net cash provided by financing activities was $3.7 million for the nine months ended September 30, 2024, compared to net cash provided of $3.7 million for financing activities for the same period in 2023. The activity primarily consisted of a decrease in proceeds from stock options exercised during the nine months ended September 30, 2024 compared to the same period in 2023 offset by the repurchase of a non-controlling interest in 2023.

Current wording

Net cash provided by financing activities was $2.2 million for the three months ended March 31, 2025, an increase from net cash provided of $0.5 million for financing activities for the same period in 2024. The increase is primarily due to an increase in proceeds from stock options exercised during the three months ended March 31, 2025.