Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2023

The Company estimated the fair value of stock option grants using a Black-Scholes option pricing model with the following assumptions presented on a weighted-average basis (no stock options granted for the year ended December 31, 2023):


	For the Year Ended December 31,
		2022
Expected term in years		6.25 Years
Expected stock price volatility		44.0%
Risk-Free interest rate		2.4%
Expected dividend yield		—%

Schedule of Stock Option, Activity

The following table summarizes stock option activity under the PH Parent Option Plan and Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	18,300,959	$	2.01	7.82	$	—
Granted	3,753,317	23.15
Exercised	(1,935,302)	2.02
Forfeited	(202,772)	10.87
Outstanding at December 31, 2021	19,916,202	$	5.90	9.36	$	398,117
Granted	93,793	26.35
Exercised	(6,675,810)	2.01
Forfeited	(157,464)	19.42
Outstanding at December 31, 2022	13,176,721	$	7.86	9.02	$	197,695
Granted	—	—
Exercised	(3,104,257)	2.82
Forfeited	(251,710)	22.78
Balance at December 31, 2023	9,820,754	$	9.06	7.90	$	138,028
Exercisable at December 31, 2023	7,610,203	$	5.01	8.09	$	137,529

Schedule of Restricted Stock Unit, Activity

The following table summarizes the RSU activity under the Plan:


	Number of Shares	Grant Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	1,199,315	23.19
Vested	(195,652)	23.00
Forfeited	(18,762)	23.00
Unvested and outstanding at December 31, 2021	984,901	$	23.23
Granted	1,679,107	24.16
Vested	(175,300)	23.68
Forfeited	(84,044)	24.32
Unvested and outstanding at December 31, 2022	2,404,664	$	23.81
Granted	1,161,301	27.50
Vested	(425,076)	24.11
Forfeited	(193,787)	24.43
Unvested and outstanding at December 31, 2023	2,947,102	$	25.18

The following table summarizes the PSU activity under the Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at January 1, 2023	—	$	—
Granted(1)(2)	781,132	31.91
Vested	—	—
Forfeited	(5,103)	27.61
Unvested and outstanding at December 31, 2023	776,029	$	31.94

(1) During the twelve months ended December 31, 2023, Privia awarded RSUs in the form of PSUs to certain executive officers, market leaders and employees which vest after three years, subject to continued employment of the recipients and the achievement of certain performance metric targets. The Company has identified certain performance metrics associated with these awards and certain targets will be fully established at a future date. The Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense over the requisite service period based on the fair value at each reporting date.

(2) During the twelve months ended December 31, 2023, Privia awarded RSUs in the form of PSUs which vest after four years, subject to continued employment and the achievement of certain market performance metric targets. The fair value of the PSUs are determined using a Monte Carlo valuation model as of the grant date and the stock-based compensation is recognized on a straight-line basis over the requisite service period.

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Stock-based compensation expense was classified in the consolidated statements of operations as follows:


	For the Years Ended December 31,
(Dollars in Thousands)	2023		2022		2021
Cost of platform	$	11,980	$	13,758	$	43,888
Sales and marketing	2,475		2,711		8,944
General and administrative	22,643		50,890		200,699
Total stock-based compensation	$	37,098	$	67,359	$	253,531