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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2026
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Privia Health Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| | | | | | | | | | | |
Delaware | 001-40365 | 81-3599420 |
(State or other jurisdiction of incorporation or organization) | (Commission
File No.) | (I.R.S. Employer Identification No.) |
| | | |
| 950 N. Glebe Rd., | | |
| Suite 700 | | |
| Arlington, | Virginia | | 22203 |
(Address of Principal Executive Offices) | | (Zip Code) |
(571) 366-8850
Registrant's telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | PRVA | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On August 12, 2026, the Board of Directors (the “Board”) of Privia Health Group, Inc. (the “Company”) elected Opella Ernest, M.D. to the Board as a Class III director, effective September 1, 2026. The Board also appointed Dr. Ernest as a member of the Compliance Committee of the Board effective September 1, 2026.
The Board has determined Dr. Ernest to be independent in accordance with the independence standards of the rules of The Nasdaq Stock Market. There are no arrangements or understandings between Dr. Ernest and any other persons pursuant to which Dr. Ernest was selected as a director, and there are no transactions in which Dr. Ernest has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
As compensation for her service as a director, Dr. Ernest will receive an annual cash retainer in accordance with the terms and conditions of the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”). Consistent with the terms of the Director Compensation Program, Dr. Ernest will also receive an annual equity grant, pursuant to the 2021 Omnibus Incentive Plan, as amended, of restricted stock units with a grant date fair market value of $200,000. Dr. Ernest will receive an initial grant pro-rated for the number of months that she will serve on the Board through the date of the next annual meeting of stockholders. The terms and conditions of these grants will be governed by an agreement substantially in the form of the Company’s Form of 2021 Omnibus Plan Restricted Stock Unit Award for Non-Employee Directors.
On August 18, 2026, the Company issued a press release announcing the election of Dr. Ernest to the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | The Cover Page from this Current Report on Form 8-K, Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | PRIVIA HEALTH GROUP, INC. |
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Date: August 18, 2026 | | By: | /s/ Parth Mehrotra |
| | | |
| | | Name: Parth Mehrotra |
| | | Title: Chief Executive Officer |