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Privia Health Group, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

PRVA$24.42+2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001759655-26-000029

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001759655-26-000064

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 140 previous paragraphs and 150 current paragraphs.

96 unchanged; 37 reworded; 14 added; 7 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

• Revenue was $632.6 million and $521.2 million for the three months ended June 30, 2026 and 2025, respectively, and$1.24 billion and $1.00 billion for thesix months ended June 30, 2026 and 2025, respectively;

Current report

• Gross profit was $128.9 million and $112.8 million for the three months ended June 30, 2026 and 2025, respectively, and$254.5 million and$216.4 million for thesix months ended June 30, 2026 and 2025, respectively;

Current report

• Operating income was $11.8 million and $3.3 million for the three months ended June 30, 2026 and 2025, respectively, and $19.2 million and $8.6 million for thesix months ended June 30, 2026 and 2025, respectively; and

Current report

• Practice Collections were $970.0 million and $862.9 million for the three months ended June 30, 2026 and 2025, respectively, and $1.88 billion and $1.66 billion for thesix months ended June 30, 2026 and 2025, respectively;

Current report

• Care Margin was $132.1 million and $115.2 million for the three months ended June 30, 2026 and 2025, respectively, and $260.9 million and $220.4 million for thesix months ended June 30, 2026 and 2025, respectively;

Current report

• Platform Contribution was $69.0 million and $57.5 million for the three months ended June 30, 2026 and 2025, respectively, and $136.0 million and $109.2 million for thesix months ended June 30, 2026 and 2025, respectively; and

Current report

• Adjusted EBITDA was $37.4 million and $29.0 million for the three months ended June 30, 2026 and 2025, respectively, and $74.1 million and $55.9 million for thesix months ended June 30, 2026 and 2025, respectively.

Current report

Cost of platform expenses were $137.8 million for the six months ended June 30, 2026 compared to $124.4 million for the same period in 2025. The increase was driven by an increase in salaries and benefits of $7.1 million related to continued growth during the six months ended June 30, 2026; an increase in platform costs of $3.6 million, primarily related to an increase in Implemented Providers; and an increase in $2.5 million in professional services related to additional consulting services.

Current report

Sales and marketing expenses were $8.0 million for the three months ended June 30, 2026 compared to $6.8 million for the same period in 2025. The increase was driven by an increase in salaries and benefits of $0.5 million; and an increase in stock-based compensation expense of $0.2 million due to an increase in stock-based awards granted in 2026 compared to 2025.

Current report

General and administrative expenses were $81.1 million for the six months ended June 30, 2026 compared to $69.2 million for the same period in 2025. The increase was driven by an increase of $4.2 million in stock-based compensation expense primarily attributed to an increase in stock-based awards granted in 2026 compared to 2025; an increase of salaries and benefits of $3.4 million and various other immaterial expenses.

Current report

Other income was $3.3 million for the three and six months ended June 30, 2026, an increase from 2025 primarily attributable to one-time non-recurring transactional activities during the period.

Current report

The provision for income taxes was $12.6 million for the six months ended June 30, 2026, compared to the provision for income taxes of $4.6 million for the same period in 2025. The change was primarily attributable to tax impacts associated with share-based compensation, specifically stock option exercises and the vesting of restricted stock units, as well as certain one time, non-recurring transactions occurring during the period.
Removed paragraphs (7)

Previous report

• Revenue was $603.8 million and $480.1 million for the three months ended March 31, 2026 and 2025, respectively;

Previous report

• Gross profit was $125.6 million and $103.6 million for the three months ended March 31, 2026 and 2025, respectively;

Previous report

• Operating income was $7.4 million and $5.2 million for the three months ended March 31, 2026 and 2025, respectively; and

Previous report

• Practice Collections were $914.8 million and $798.6 million for the three months ended March 31, 2026 and 2025, respectively;

Previous report

• Care Margin was $128.7 million and $105.3 million for the three months ended March 31, 2026 and 2025, respectively;

Previous report

• Platform Contribution was $67.0 million and $51.7 million for the three months ended March 31, 2026 and 2025, respectively; and

Previous report

• Adjusted EBITDA was $36.7 million and $26.9 million for the three months ended March 31, 2026 and 2025, respectively.
Reworded paragraphs (37)

Previous 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.

Current wording

Under our Privia Medical Group model, Privia Physicians join the Medical Group in their geographic market as owners 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

• Net income attributable to Privia Health Group, Inc. was $3.1 million and $4.2 million, for the three months ended March 31, 2026 and 2025, respectively.

Current wording

• Net income attributable to Privia Health Group, Inc. was $9.0 million and $2.7 million, for the three months ended June 30, 2026 and 2025, respectively, and$12.1 million and $6.9 million for thesix months ended June 30, 2026 and 2025, 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 64.8% and 64.9% of total revenue for the three months ended March 31, 2026 and 2025, respectively. FFS-administrative services revenue represented 5.2% and 6.7% of total revenue for the three months ended March 31, 2026 and 2025, 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 65.2% and 63.6% of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 65.0% and 64.2% for thesix months ended June 30, 2026 and 2025, respectively. FFS-administrative services revenue represented 5.3% and 6.7% of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 5.2% and 6.7% for thesix months ended June 30, 2026 and 2025, 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 providers are reimbursed through traditional FFS Medicare, Medicare Shared Savings Program (“MSSP”), Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. 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 29.6% and 27.9% of total revenue for the three months ended March 31, 2026 and 2025, 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, Medicare Shared Savings Program (“MSSP”), Medicare Advantage, commercial payers and other existing and emerging direct payer and employer contracting programs. 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 29.2% and 29.3% of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 29.4% and 28.6% for thesix months ended June 30, 2026 and 2025, 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 and coding. Other revenue represented 0.4% and 0.5%of total revenue for the three months ended March 31, 2026 and 2025, 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 and coding. Other revenue represented 0.3% and 0.4%of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 0.3% and 0.4% for thesix months ended June 30, 2026 and 2025, 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 provide 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.

Previous wording

Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models. The data we collected from older provider cohorts consistently suggest that we improve their performance in both FFS and VBC metrics over time and inform our expectations for our new markets. We believe our in-market operating structure and ability to serve providers wherever they are on their transition to VBC can benefit physicians and providers throughout the U.S. and that our solution is applicable across all 50 states. We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development. We partner with market leading medical groups and health systems to form anchor relationships and align other independent, affiliated, or employed providers into a single-TIN medical group. Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully-owned sites of care focused on Medicare Advantage and direct contracting models.

Current wording

Based upon our experience to date, we believe Privia can succeed in all reimbursement environments and payment models. The data we collected from older provider cohorts consistently suggest that we improve their performance in both FFS and VBC metrics over time and inform our expectations for our new markets. We believe our in-market operating structure and ability to serve providers wherever they are on their transition to VBC can benefit physicians and providers throughout the U.S. and that our solution is applicable across all 50 states. We enter a market with an asset-light operating model and employ a disciplined, uniform approach to market structure and development. We partner with market leading medical groups and health systems to form anchor relationships and align other independent, affiliated, or employed providers into a single-Tax Identification Number (“TIN”) medical group. Our business model also gives us flexibility for future, incremental growth through the acquisition of minority or majority stakes in our practices and opening de-novo, fully owned sites of care focused on Medicare Advantage and direct contracting models.

Previous wording

In December 2025, the Company acquired an ACO business from Evolent Health, Inc., adding over 120,000 attributed lives through the MSSP, various commercial and Medicare Advantage programs.

Current wording

In December 2025, the Company acquired an ACO business from Evolent Health, Inc., adding over 120,000 attributed lives through the MSSP and various commercial and Medicare Advantage programs.

Previous wording

We define Implemented Providers 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. 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 13.6% as of March 31, 2026 compared to March 31, 2025, due to organic growth in our healthcare delivery business as well as our entrance into the Arizona market.

Current wording

We define Implemented Providers 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. 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 10.1% as of June 30, 2026 compared to June 30, 2025, due to organic growth in our healthcare delivery business as well as acquisitions.

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 or specialty 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 26.5% as of March 31, 2026 compared to March 31, 2025, primarily due to acquisitions 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 or specialty 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 19.2% as of June 30, 2026 compared to June 30, 2025, primarily due to acquisitions 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 80.1% and 82.4% of our practice collections for the three months ended March 31, 2026 and 2025, respectively. VBC accounted for 19.8% and 17.4% of practice collections for the three months ended March 31, 2026 and 2025, 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 80.9% and 81.5% of our practice collections for the three months ended June 30, 2026 and 2025, respectively, and 80.5% and 81.9% for the six months ended June 30, 2026 and 2025, respectively. VBC accounted for 19.0% and 18.3% of practice collections for the three months ended June 30, 2026 and 2025, respectively, and 19.3% and 17.8% for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Practice Collections increased 14.6% for the three months ended March 31, 2026 when compared to the same period in 2025, mainly due to organic growth of our healthcare delivery business and acquisitions.

Current wording

Practice Collections increased 12.4% for the three months ended June 30, 2026 when compared to the same period in 2025, and 13.4% for the six months ended June 30, 2026 when compared to the same period in 2025, mainly due to organic growth of our healthcare delivery business and acquisitions.

Previous wording

Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. We define Care Margin as Gross Profit excluding 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 VBC arrangements over time. Care Margin increased 22.3% for the three months ended March 31, 2026 when compared to the same period in 2025 due to organic growth. As a percentage of revenue, Care Margin slightly decreased to 21.3% for the three months ended March 31, 2026 from 21.9% for the same period in 2025. We continue to make strategic investments to increase services to both our patients and physicians.

Current wording

Gross Profit is defined as total revenue less provider expenses and amortization of intangible assets. We define Care Margin as Gross Profit excluding 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 VBC arrangements over time. Care Margin increased 14.7% for the three months ended June 30, 2026 when compared to the same period in 2025, and increased 18.3% for the six months ended June 30, 2026 when compared to the same period in 2025 due to organic growth of our medical practice business. As a percentage of revenue, Care Margin decreased to 20.9% for the three months ended June 30, 2026 from 22.1% for the same period in 2025, and decreased to 21.1% for the six months ended June 30, 2026, compared to 22.0% during the same period in 2025. We continue to make strategic investments to increase services to both our patients and physicians.

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 29.6% for the three months ended March 31, 2026 when compared to the same period in 2025 due to organic growth of our medical practice business and acquisitions.

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 20.1% for the three months ended June 30, 2026 when compared to the same period in 2025, and increased 24.6% for the six months ended June 30, 2026 when compared to the same period in 2025, in each case due to organic growth of our medical practice business and acquisitions.

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 52.1% for three months ended March 31, 2026 compared to 49.1% during the same period in 2025. We continue to make strategic investments intended to provide better service to both our patients and physicians at a pace slower than the increase in revenue.

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 52.2% for three months ended June 30, 2026 compared to 49.9% during the same period in 2025, and 52.1% for the six months ended June 30, 2026 compared to 49.5% during the same period in 2025. We continue to make strategic investments intended 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 before interest income, net, provision for income taxes, net income attributable to non-controlling interests, depreciation and amortization, non-cash stock-based compensation, and other expenses including employer taxes on equity vesting and exercises and other certain non-recurring items such as severance, contingent and deferred consideration and other expenses. We include Adjusted EBITDA because it is an important measure by which we assess, and believe 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 by 36.3% for the three months ended March 31, 2026, when compared to the same period in 2025 due to organic growth of our business, acquisitions and growth in Attributed Lives.

Current wording

We define Adjusted EBITDA as net income before interest income, net, provision for income taxes, net income attributable to non-controlling interests, depreciation and amortization, non-cash stock-based compensation, and other expenses including employer taxes on equity vesting and exercises and other certain non-recurring items such as severance, contingent and deferred consideration and other non-recurring income/expenses. We include Adjusted EBITDA because it is an important measure by which we assess, and believe 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 by 29.1% for the three months ended June 30, 2026 when compared to the same period in 2025, and increased to 32.6% for the six months ended June 30, 2026 when compared to the same period in 2025, due to organic growth of our business, acquisitions and growth in Attributed Lives.

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 28.5% for three months ended March 31, 2026, an increase from 25.6% for the same period in 2025, due to organic growth of our medical practice business and growth in our value based care business.

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 28.3% for three months ended June 30, 2026, an increase from 25.2% for the same period in 2025, and 28.4% for the six months ended June 30, 2026, an increase from 25.4% for the same period in 2025 due to organic growth of our medical practice business and growth in our value based care business.

Previous wording

Interest income consists primarily of interest earned by the Company on bank balances, offset by interest expense (including deferred financing costs) on any outstanding borrowings. See “Liquidity and Capital Resources-General and Indebtedness.”

Current wording

Interest income consists primarily of interest earned by the Company on bank balances, offset by interest expense (including deferred financing costs) on any outstanding borrowings. See “Liquidity and Capital Resources-General and Liquidity and Capital Resources-Indebtedness.”

Previous wording

The following table sets forth our condensed consolidated statements of operations data for the three months ended March 31, 2026 and 2025:

Current wording

The following table sets forth our condensed consolidated statements of operations data for the three and six months ended June 30, 2026 and 2025:

Previous wording

Revenue was $603.8 million for the three months ended March 31, 2026, an increase from $480.1 million for the three months ended March 31, 2025. Key drivers of this revenue growth include: FFS–patient care revenue, which increased $79.4 million, primarily attributable to the addition of new providers and increase in visit volume; an increase in shared savings revenue of $27.1 million during the three months ended March 31, 2026, 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; an increase in capitated revenue of $15.5 million due to an increase in Attributed Lives related to capitated arrangements; and an increase in PMPM revenue of $2.7 million, primarily due to increased Attributed Lives.

Current wording

Revenue was $632.6 million for the three months ended June 30, 2026, an increase from $521.2 million for the three months ended June 30, 2025. Key drivers of this revenue growth include: FFS–patient care revenue, which increased $81.2 million, primarily attributable to the addition of new providers and increase in visit volume; an increase in capitated revenue of $19.6 million due to an increase in Attributed Lives related to capitated arrangements; an increase in shared savings revenue of $8.9 million during the three months ended June 30, 2026, 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; and an increase in PMPM revenue of $3.8 million, primarily due to increased Attributed Lives.

Previous wording

Provider expenses were $475.1 million for the three months ended March 31, 2026 compared to $374.8 million for the same period in 2025. The increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers during the first quarter of 2026.

Current wording

Provider expenses were $500.5 million for the three months ended June 30, 2026 compared to $406.0 million for the same period in 2025, and $975.6 million for the six months ended June 30, 2026 compared to $780.8 million for the same period in 2025. The increase was driven primarily by higher FFS-patient care revenue and growth in Implemented Providers during 2026.

Previous wording

Cost of platform expenses were $68.4 million for the three months ended March 31, 2026 compared to $59.5 million for the same period in 2025. The increase was driven by an increase in salaries and benefits of $5.2 million related to continued growth during the three months ended March 31, 2026; an increase in platform costs of $1.7 million, primarily related to an increase in Implemented Providers; and an increase to stock-based compensation expense of $0.8 million, primarily related to an increase in stock-based awards granted in 2026 compared to 2025.

Current wording

Cost of platform expenses were $69.4 million for the three months ended June 30, 2026 compared to $64.9 million for the same period in 2025. The increase was driven by an increase in salaries and benefits of $1.9 million related to continued growth during the three months ended June 30, 2026; and an increase in platform costs of $1.9 million, primarily related to an increase in Implemented Providers.

Previous wording

Sales and marketing expenses were $8.1 million for the three months ended March 31, 2026 compared to $6.9 million for the same period in 2025. The increase was primarily driven by an increase in stock-based compensation expense of $0.6 million due to an increase in stock-based awards granted in 2026 compared to 2025.

Current wording

Sales and marketing expenses were $16.1 million for the six months ended June 30, 2026 compared to $13.7 million for the same period in 2025. The increase was primarily driven by an increase in stock-based compensation expense of $0.8 million due to an increase in stock-based awards granted in 2026 compared to 2025; and an increase in salaries and benefits of $0.6 million.

Previous wording

General and administrative expenses were $41.5 million for the three months ended March 31, 2026 compared to $31.7 million for the same period in 2025. The increase was driven by the increase of salaries and benefits of $3.1 million; an increase of $2.8 million in stock-based compensation expense primarily attributed to an increase in stock-based awards granted in 2026 compared to 2025; and an increase in non-recurring expenses of $2.0 million.

Current wording

General and administrative expenses were $39.7 million for the three months ended June 30, 2026 compared to $37.5 million for the same period in 2025. The increase was driven by an increase of $1.4 million in stock-based compensation expense primarily attributed to an increase in stock-based awards granted in 2026 compared to 2025; and an increase of salaries and benefits of $0.3 million.

Previous wording

Depreciation and amortization expenses were $3.3 million for the three months ended March 31, 2026 compared to $1.9 million for the same period in 2025. This increase was primarily driven by amortization of intangible assets related to acquisitions in 2025.

Current wording

Depreciation and amortization expenses were $3.4 million for the three months ended June 30, 2026 compared to $2.6 million for the same period in 2025, and $6.6 million for the six months ended June 30, 2026 compared to $4.5 million for the same period in 2025. This increase was primarily driven by amortization of intangible assets related to acquisitions in 2025.

Previous wording

Interest income was $1.9 million for the three months ended March 31, 2026 compared to $2.9 million for the same period in 2025. Interest income is primarily based on the cash balance held in interest bearing accounts.

Current wording

Interest income was $1.7 million for the three months ended June 30, 2026 compared to $2.4 million for the same period in 2025, and $3.6 million for the six months ended June 30, 2026 compared to $5.3 million for the same period in 2025. Interest income is primarily based on the cash balance held in interest bearing accounts.

Previous wording

The provision for income taxes was $5.6 million for the three months ended March 31, 2026, compared to the provision for income taxes of $2.1 million for the same period in 2025. The change was primarily attributable to tax impacts stemming from share-based compensation related to stock option exercises and restricted stock unit vesting events.

Current wording

The provision for income taxes was $7.0 million for the three months ended June 30, 2026, compared to the provision for income taxes of $2.5 million for the same period in 2025. The change was primarily attributable to tax impacts associated with share-based compensation, specifically stock option exercises and the vesting of restricted stock units, as well as certain one time, non-recurring transactions occurring during the period.

Previous wording

Net income attributable to non-controlling interests was $0.6 million for the three months ended March 31, 2026 compared to $1.8 million during the same period in 2025. The change is primarily due to the repurchase of non-controlling interests during the three months ended March 31, 2026.

Current wording

Net income attributable to non-controlling interests was $0.7 million for the three months ended June 30, 2026 compared to $0.6 million during the same period in 2025, and $1.3 million for the six months ended June 30, 2026, a decrease compared to a net income of $2.4 million during the same period in 2025. The change is primarily due to the repurchase of non-controlling interests during 2026.

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 March 31, 2026, we had cash and cash equivalents of $419.5 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 Revolving Credit Agreement. As of June 30, 2026, we had cash and cash equivalents of $412.2 million. Our cash and cash equivalents primarily consist of highly liquid investments in money market funds and cash.

Previous wording

See Note 6. “Debt” for discussion on our Credit Facilities.

Current wording

See Note 7. “Debt” for discussion on our Revolving Credit Facility.

Previous wording

Net cash used in operating activities was $49.5 million for the three months ended March 31, 2026 compared to $24.1 million for the same period in 2025. Significant changes impacting net cash used in operating activities for the three months ended March 31, 2026 compared to the same period in 2025 were as follows:

Current wording

Net cash used in operating activities was $48.4 million for the six months ended June 30, 2026 compared to $16.1 million for the same period in 2025. Significant changes impacting net cash used in operating activities for the six months ended June 30, 2026 compared to the same period in 2025 were as follows:

Previous wording

•A decrease in net income of $2.3 million compared to the same period in 2025. Net income was $3.7 million for the three months ended March 31, 2026 compared to income of $6.0 million for the same period in 2025.

Current wording

•An increase in net income of $4.1 million compared to the same period in 2025. Net income was $13.4 million for the six months ended June 30, 2026 compared to income of $9.3 million for the same period in 2025.

Previous wording

•An increase of $115.2 million in accounts receivable and prepaid and other current assets, for the three months ended March 31, 2026 compared to the same period in 2025 of $73.4 million, a difference of $41.8 million. The change is primarily due to an increase in FFS and VBC revenue.

Current wording

•An increase of $180.9 million in accounts receivable and prepaid and other current assets, for the six months ended June 30, 2026 compared to the same period in 2025 of $142.8 million, a difference of $38.1 million. The change is primarily due to an increase in FFS and VBC revenue.

Previous wording

•An increase of $49.1 million in Provider Liability for the three months ended March 31, 2026 compared to an increase of $35.7 million during the same period in 2025, a difference of $13.4 million. The change is primarily due to an increase in Implemented Providers and an increase in provider expenses related to the increase in FFS and VBC revenue.

Current wording

•An increase of $71.0 million in Provider liability for the six months ended June 30, 2026 compared to $81.2 million during the same period in 2025, a difference of $(10.2) million. The change is primarily due to the timing of distributions to providers partially offset by 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 de minimis for the three months ended March 31, 2026 and 2025.

Current wording

Net cash used in investing activities was $11.5 million for the six months ended June 30, 2026 compared to $89.1 million during the same period in 2025, primarily due to business acquisitions during the second quarter of 2025 and 2026.

Previous wording

Net cash used in financing activities was $10.7 million for the three months ended March 31, 2026, compared to net cash provided of $2.2 million for financing activities for the same period in 2025. The change is primarily due to a repurchase of non-controlling interest of $11.4 million during the three months ended March 31, 2026.

Current wording

Net cash used in financing activities was $7.6 million for the six months ended June 30, 2026, compared to net cash provided of $4.1 million for financing activities for the same period in 2025. The change is primarily due to a repurchase of non-controlling interest during 2026.

Previous wording

Operating Leases. The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 9 years and generally provide for periodic rent increases, renewal, and termination options. Total rent expense under operating leases was $0.8 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Operating Leases. The Company leases office space under various operating lease agreements. The initial terms of these leases range from 2 to 9 years and generally provide for periodic rent increases, renewal, and termination options. Total rent expense under operating leases was $0.8 million and $0.7 million for the three months ended June 30, 2026 and 2025, respectively, and $1.6 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report — wording carried from elsewhere

In May 2026, the Company announced it had entered the state of New Jersey in partnership with Neurology Group of Bergen County.

Current report — wording carried from elsewhere

Revenue was $1.24 billion for the six months ended June 30, 2026, an increase from $1.00 billion for the six months ended June 30, 2025. Key drivers of this revenue growth include: FFS–patient care revenue, which increased $160.5 million, primarily attributable to the addition of new providers and increase in visit volume; an increase in shared savings revenue of $36.0 million during the six months ended June 30, 2026, primarily due to timing of certain shared savings accruals and settlements; an increase in capitated revenue of $35.1 million due to an increase in Attributed Lives related to capitated arrangements; an increase in Attributed Lives in Medicare programs and continued strong performance in our value based care programs in the aggregate; and an increase in PMPM revenue of $6.5 million, primarily due to increased Attributed Lives.