8-K

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): November 14, 2022

Privia Health Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40365	81-3599420
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

950 N. Glebe Rd.,
Suite 700
Arlington, Virginia	22203
(Address of Principal Executive Offices)	(Zip Code)

(571) 366-8850

Registrant’s telephone number, including area code

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRVA	The Nasdaq Global Select Market

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

Emerging growth company ☒

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

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Jeff Butler as Director

On November 14, 2022, Jeff Butler resigned from his position as a member of the Board of Directors (the “Board”) of Privia Health Group, Inc. (the “Company”) and as a member of the Compliance Committee of the Board, effective immediately. Mr. Butler’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

A copy of the Company’s press release announcing the resignation of Mr. Butler is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:

Exhibit No.	Description
99.1	Press Release issued by Privia Health Group, Inc. on November 15, 2022.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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

	PRIVIA HEALTH GROUP, INC.
Date: November 15, 2022	By:	/s/ Shawn Morris
		Name: Shawn Morris
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

Privia Health Announces Change to its Board of Directors

ARLINGTON, VA – November 15, 2022 – Privia Health Group, Inc. (Nasdaq: PRVA) today announced that Jeff Butler has resigned from the Company’s Board of Directors and as a member of the Compliance Committee of the Board, effective immediately. Mr. Butler’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Mr. Butler commented, “After 15 years since founding Privia Health, I am confident the Company is in a position of strength, and so I believe now is a great time for me to step back and allow the team to continue to build on Privia’s success.”

Shawn Morris, Chief Executive Officer, Privia Health, said, “On behalf of the employees and Board of Privia Health, I would like to thank Jeff for his many years of dedicated service and passion as a founder, CEO and Board member. We wish him the very best.”

About Privia Health

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 settings. Privia Health’s platform is led by top industry talent and exceptional physician leadership, and consists of scalable operations and end-to-end, cloud-based technology that reduces unnecessary healthcare costs, achieves better outcomes, and improves the health of patients and the well-being of providers.

Contact:

Robert P. Borchert

SVP, Investor & Corporate Communications

IR@priviahealth.com

priviapress@priviahealth.com

817.783.4841

XML

Document and Entity Information	Nov. 14, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001759655
Document Type	8-K
Document Period End Date	Nov. 14, 2022
Entity Registrant Name	Privia Health Group, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40365
Entity Tax Identification Number	81-3599420
Entity Address, Address Line One	950 N. Glebe Rd.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22203
City Area Code	(571)
Local Phone Number	366-8850
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	PRVA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false