0001759655FALSE00017596552025-07-032025-07-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2025
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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.) |
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| 950 N. Glebe Rd., |
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| Suite 700 |
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| Arlington, |
Virginia |
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22203 |
(Address of Principal Executive Offices) |
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(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:
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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).
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Emerging growth company |
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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.
The Board of Directors (the “Board”) of Privia Health Group, Inc. (the “Company”) increased the size of the Board from nine to ten directors and elected Lance Berberian to the Board as a Class III director, effective July 15, 2025. The Board also appointed Mr. Berberian as a member of the Audit Committee of the Board effective July 15, 2025.
The Board has determined Mr. Berberian to be independent in accordance with the independence standards of the rules of The Nasdaq Stock Market, and the heightened independence standards, financial sophistication and financial literacy requirements for Audit Committee service. There are no arrangements or understandings between Mr. Berberian and any other persons pursuant to which Mr. Berberian was selected as a director, and there are no transactions in which Mr. Berberian has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
As compensation for his service as a director, Mr. Berberian 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 Plan”). Consistent with the terms of the Director Compensation Plan, Mr. Berberian 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. Mr. Berberian will receive an initial grant pro-rated for the number of months that he 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 July 8, 2025, the Company issued a press release announcing the election of Mr. Berberian 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:
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| Exhibit No. |
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Description |
| 99.1 |
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| 104 |
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Cover Page 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: July 8, 2025 |
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By: |
/s/ Parth Mehrotra |
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Name: Parth Mehrotra |
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Title: Chief Executive Officer |
EX-99.1
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ex-991prpriviahealthappoin.htm
EX-99.1
Document
Privia Health Announces Appointment of Lance V. Berberian to its Board of Directors
Berberian brings significant technology leadership and cybersecurity expertise
ARLINGTON, VA – July 8, 2025 – Privia Health Group, Inc. (Nasdaq: PRVA) announced the appointment of Lance V. Berberian to its Board of Directors, effective July 15, 2025. He has also been named a member of the Audit Committee of the Board. Following the appointment of Mr. Berberian, the Board will comprise 10 directors.
“We are excited to welcome Lance to our Board of Directors,” said David King, Chairman of the Board, Privia Health Group, Inc. “Lance brings extensive technology strategy and digital transformation experience to the Board, including IT governance, infrastructure management and cybersecurity. We believe his expertise will be invaluable to Privia Health as we continue to grow our business and build scaled provider networks across the U.S.”
Mr. Berberian is a technology strategist with over 30 years of experience specializing in digital transformation and corporate governance. From 2014 to October 2024, he served as EVP and Chief Information and Technology Officer at Labcorp Holdings Inc. (NYSE: LH), overseeing a team of 5,000 people focused on IT strategy, cybersecurity, AI, product development, and data management. Prior to Labcorp, Mr. Berberian held CIO roles at IDEXX Laboratories, Kellstrom Aerospace, Interim HealthCare and Quest Diagnostics.
Mr. Berberian currently serves on the Elon University Board of Trustees and previously chaired the NC State Computer Science Strategic Advisory Board. He holds a bachelor’s degree in business administration and information technology from Thomas Edison State College.
About Privia Health
Privia Health™ is one of the largest physician enablement companies in the United States with a presence in 15 states and the District of Columbia. Privia builds scaled provider networks with primary-care centric medical groups, risk-bearing entities, a physician-led governance structure, and the Privia Platform comprising an extensive suite of technology and service solutions. Privia collaborates with medical groups, health plans and health systems to optimize 1,200+ physician practices, improve the patient experience for 5.2+ million patients, and reward 4,800+ physicians and advanced practitioners for delivering high-value care.
Privia’s mission is to transform healthcare delivery to achieve better outcomes, lower costs, and improve the health of communities and the well-being of providers. For more information, visit priviahealth.com and connect with us on LinkedIn.
Safe Harbor Statement
This release may contain forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in filings with the Securities and Exchange Commission (“SEC”), including those under “Risk Factors” therein. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made.
The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contact:
Robert Borchert
SVP, Investor & Corporate Communications
IR@priviahealth.com
817.783.4841
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