Prior to the Company’s initial public offering ("IPO”), the Company granted stock options pursuant to the PH Group Parent Corp. Stock Option Plan (the “PH Parent Option Plan”). The PH Parent Option Plan was originally adopted on January 17, 2014 by PH Group Holdings Corp. as the PH Group Holdings Corp. Stock Option Plan (the “PH Group Option Plan”) for the issuance of stock options to employees of the Company and its subsidiaries, consultants of the Company and employees of Brighton Health Plan Services Holdings Corp. (a wholly-owned subsidiary of Brighton Health Group Holdings, LLC) and its subsidiaries who had performed services for the Company.

On April 1, 2021, contingent on the consummation of the IPO, the Company’s Board of Directors (the “Board”) approved a modification of the vesting conditions to certain outstanding stock options that were granted to certain employees and consultants under the PH Parent Option Plan. The modification accelerated by one year any time vested options that were not previously 100% vested and modified the vesting condition of the performance-based options to vest 60% at the IPO, 20% 12 months after the IPO and 20% 18 months after the IPO. The modification also accelerated our then-current CEO’s time-based options by an additional four

months such that 100% of his time-based options were vested upon the consummation of the IPO. The Company recognized stock-based compensation of $195.1 million in the second quarter of 2021 related to these modifications and recognized an additional $89.9 million of additional stock compensation expense over the eighteen months following the completion of the IPO.

On April 6, 2021, the Board approved the Privia Health Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) which permits awards in respect of up to 10,278,581 shares of Common Stock. The Plan also provides for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of Common Stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards and other cash-based or other stock-based awards, all of which must be granted at not less than the fair market value of Common Stock as of the date of grant. Participants in the Plan may include employees, consultants, other service providers and non-employee directors. On the effective date of the IPO, the Company issued 1,183,871 restricted stock units at the offering price and 3,683,217 options, with an exercise price equal to the offering price. These issuances are expected to generate total stock-based compensation expense of $62.3 million to be recognized over the four year period starting on the effective date of the IPO, as both the RSUs and stock options vest.

In April 2021, the Board approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP became effective upon the execution of the underwriting agreement for the Company’s IPO in April 2021. Per the 2021 ESPP, shares purchased through the ESPP may be newly issued shares, treasury shares or shares acquired on the open market. The Compensation Committee may elect to increase the total number of shares available for purchase under the 2021 ESPP as of the first day of each Company fiscal year following the effective date of the 2021 ESPP in an amount equal to up to one percent (1%) of the shares issued and outstanding on the immediately preceding December 31; provided that the maximum number of shares that may be issued under the 2021 ESPP in any event shall be 10,278,581 shares. As of June 30, 2024, the Company has reserved 1,027,858 shares of Common Stock for issuance under the 2021 ESPP. As of June 30, 2024, no shares have been purchased under this plan.

On March 2, 2023, the Company entered into a strategic alignment agreement (the “Equity Alignment Agreement”) with ChoiceHealth, Inc. (“Novant Sub”), a subsidiary of Novant Health, Inc. (“Novant Health”), in connection with the strategic partnership between the Company and Novant Health entered into in November 2022 to launch Privia Medical Group — North Carolina. A member of the Board is a member of the board of trustees of Novant Health.

The Equity Alignment Agreement will renew every four years, subject to the delivery of a third-party valuation opinion. The renewal will be required to use the same issuance triggers, but the number of shares may be adjusted to be consistent with the valuation opinion. The total number of shares of Common Stock issuable to Novant Sub under the Equity Alignment Agreement and all renewals of the Equity Alignment Agreement will be subject to a total cap equal to 19.9% of the total number of shares of Common Stock outstanding as of the effective date of the Equity Alignment Agreement and as of the effective date of all renewals, whichever is lowest.


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2023	9,820,754	$	9.06	7.90	$	138,028
Granted	—	—
Exercised	(562,929)	2.02
Forfeited	(15,321)	23.00
Balance at June 30, 2024	9,242,504	$	9.47	7.68	$	92,202
Exercisable June 30, 2024	8,159,967	$	7.65	7.80	$	92,071


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2023	776,029	$	31.94
Granted(1)	904,960	22.92
Vested	(15,735)	22.93
Forfeited	(27,573)	29.05
Unvested and outstanding at June 30, 2024	1,637,681	$	27.02
(1) During the six months ended June 30, 2024, Privia awarded RSUs in the form of PSUs to certain executive officers 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 and approved the performance metrics associated with the 2024 fiscal year and the applicable targets for the 2025 and 2026 fiscal years will be established and approved at a later 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.

Total stock-based compensation expense for the three months ended June 30, 2024 and 2023, was approximately $14.4 million and $9.2 million, respectively, and $26.3 million and $14.6 million for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, there was approximately $102.7 million of unrecognized stock-based compensation expense related to unvested options, RSUs and PSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.3 years.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in Thousands)	2024		2023		2024		2023
Cost of platform	$	4,710	$	3,186	$	8,597	$	5,293
Sales and marketing	1,043		696		1,812		1,097
General and administrative	8,638		5,365		15,886		8,238
Total stock-based compensation	$	14,391	$	9,247	$	26,295	$	14,628