Via Transportation, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (unaudited) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 378,158 $ 77,905 Accounts receivable—net of allowance of $ 41 and $ 127 as of September 30, 2025 and December 31, 2024, respectively 84,307 73,760 Prepaid expenses and other current assets 16,441 11,537 Total current assets 478,906 163,202 NONCURRENT ASSETS: Restricted cash and cash equivalents 1,134 1,084 Property and equipment—net 13,010 11,189 Operating lease right-of-use assets 16,244 15,193 Deferred tax assets 1,183 401 Intangible assets—net 24,127 26,324 Goodwill 165,962 160,134 Other noncurrent assets 1,492 1,242 Total noncurrent assets 223,152 215,567 TOTAL ASSETS $ 702,058 $ 378,769 See notes to condensed consolidated financial statements. (Continued) 1 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (unaudited) September 30, 2025 December 31, 2024 LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 5,663 $ 3,915 Accrued expenses and other current liabilities 25,838 19,345 Operating lease liabilities 8,106 8,307 Deferred revenue 24,103 22,644 Insurance payables 15,751 12,186 Accrued compensation and benefits 13,244 10,152 Total current liabilities 92,705 76,549 NONCURRENT LIABILITIES: Operating lease liabilities 8,409 7,264 Line of credit 25,000 35,000 Convertible notes — 32,035 Derivatives liability — 18,819 Deferred revenue 1,354 1,899 Total noncurrent liabilities 34,763 95,017 Total liabilities 127,468 171,566 COMMITMENTS AND CONTINGENCIES (Note 11) CONVERTIBLE PREFERRED STOCK, $ 0.00001 par value— No shares authorized, issued, and outstanding as of September 30, 2025. 59,669,221 shares authorized and 56,054,893 shares issued and outstanding with a liquidation preference of $ 1,202,631 as of December 31, 2024. — 1,195,058 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, $ 0.00001 par value— 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024. — — Common stock, $ 0.00001 par value— No shares authorized, issued, and outstanding as of September 30, 2025. 82,000,000 shares authorized and 12,711,902 shares issued and outstanding as of December 31, 2024. — — Class A common stock, $ 0.00001 par value— 1,000,000,000 shares authorized, 75,742,664 shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024. 1 — Class B common stock, $ 0.00001 par value— 5,808,291 shares authorized, 3,846,183 shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024. — — Class C common stock, $ 0.00001 par value— 200,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024. — — Additional paid-in capital 1,736,317 109,447 Accumulated other comprehensive income (loss) 7,652 ( 1,584 ) Accumulated deficit ( 1,169,380 ) ( 1,094,955 ) Total stockholders’ equity (deficit) attributable to Via 574,590 ( 987,092 ) Noncontrolling interest — ( 763 ) Total stockholders’ equity (deficit) 574,590 ( 987,855 ) TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 702,058 $ 378,769 See notes to condensed consolidated financial statements. (Concluded) 2 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 REVENUE $ 109,653 $ 83,314 $ 315,428 $ 245,946 COST OF REVENUE 66,567 51,280 190,581 152,085 GROSS PROFIT 43,086 32,034 124,847 93,861 OPERATING EXPENSES: Research and development 23,131 22,166 67,214 67,624 Sales and marketing 17,657 13,434 48,832 40,717 General and administrative 21,189 17,127 61,026 52,561 Total operating expenses 61,977 52,727 177,072 160,902 OPERATING LOSS ( 18,891 ) ( 20,693 ) ( 52,225 ) ( 67,041 ) INTEREST INCOME 883 438 1,937 1,760 INTEREST EXPENSE ( 2,147 ) ( 945 ) ( 6,972 ) ( 2,420 ) LOSS ON EXTINGUISHMENT OF CONVERTIBLE NOTES ( 10,949 ) — ( 10,949 ) — OTHER INCOME (EXPENSE)—Net ( 5,293 ) 323 ( 4,082 ) ( 2,372 ) LOSS BEFORE PROVISION FOR INCOME TAXES ( 36,397 ) ( 20,877 ) ( 72,291 ) ( 70,073 ) PROVISION FOR INCOME TAXES ( 490 ) ( 399 ) ( 2,134 ) ( 1,581 ) NET LOSS ( 36,887 ) ( 21,276 ) ( 74,425 ) ( 71,654 ) NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST — 49 — ( 159 ) NET LOSS ATTRIBUTABLE TO VIA $ ( 36,887 ) $ ( 21,325 ) $ ( 74,425 ) $ ( 71,495 ) NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS—BASIC AND DILUTED: $ ( 1.49 ) $ ( 1.70 ) $ ( 4.43 ) $ ( 5.72 ) WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS—BASIC AND DILUTED 24,730,353 12,530,825 16,816,111 12,488,518 See notes to condensed consolidated financial statements. 3 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 NET LOSS $ ( 36,887 ) $ ( 21,276 ) $ ( 74,425 ) $ ( 71,654 ) OTHER COMPREHENSIVE INCOME (LOSS)—Foreign currency translation adjustments ( 1,144 ) 5,367 9,236 4,218 COMPREHENSIVE LOSS—Including noncontrolling interest ( 38,031 ) ( 15,909 ) ( 65,189 ) ( 67,436 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST — 49 — ( 159 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO VIA $ ( 38,031 ) $ ( 15,958 ) $ ( 65,189 ) $ ( 67,277 ) See notes to condensed consolidated financial statements. 4 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) (unaudited) Convertible Preferred Stock Common Stock (1) Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount BALANCE—June 30, 2025 56,630,188 $ 1,220,005 12,935,746 $ — $ 120,091 $ 8,796 $ ( 1,132,493 ) $ — $ ( 1,003,606 ) Exercise of options — — 1,224,148 — 9,957 — — — 9,957 Stock-based compensation — — — — 6,592 — — — 6,592 Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs — — 7,142,857 — 303,501 — — — 303,501 Conversion of convertible preferred stock in connection with initial public offering ( 56,630,188 ) ( 1,220,005 ) 56,630,188 1 1,220,004 — — — 1,220,005 Conversion of convertible notes in connection with initial public offering — — 1,655,908 — 76,172 76,172 Other comprehensive loss — — — — — ( 1,144 ) — — ( 1,144 ) Net loss — — — — — — ( 36,887 ) — ( 36,887 ) BALANCE—September 30, 2025 — $ — 79,588,847 $ 1 $ 1,736,317 $ 7,652 $ ( 1,169,380 ) $ — $ 574,590 Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount BALANCE—June 30, 2024 56,054,893 $ 1,195,058 12,513,082 $ — $ 97,537 $ 56 $ ( 1,054,844 ) $ ( 700 ) $ ( 957,951 ) Exercise of options — — 50,649 — 451 — — — 451 Stock-based compensation — — — — 4,504 — — — 4,504 Other comprehensive income — — — — — 5,367 — — 5,367 Net loss — — — — — — ( 21,325 ) 49 ( 21,276 ) BALANCE—September 30, 2024 56,054,893 $ 1,195,058 12,563,731 $ — $ 102,492 $ 5,423 $ ( 1,076,169 ) $ ( 651 ) $ ( 968,905 ) ______________ (1) The share amounts listed above combine common stock, Class A common stock and Class B common stock. In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock. Refer to Note 1 for more information. See notes to condensed consolidated financial statements. 5 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) (unaudited) Convertible Preferred Stock Common Stock (1) Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount BALANCE—December 31, 2024 56,054,893 $ 1,195,058 12,711,902 $ — $ 109,447 $ ( 1,584 ) $ ( 1,094,955 ) $ ( 763 ) $ ( 987,855 ) Exercise of options — — 1,447,992 — 12,011 — — — 12,011 Stock-based compensation — — — — 15,945 — — — 15,945 Proceeds from issuance of convertible preferred stock upon exercise of warrants 575,295 20,000 — — — — — — — Reclassification of warrants liability to convertible preferred stock upon exercise — 4,947 — — — — — — — Acquisition of noncontrolling interest — — — — ( 763 ) — — 763 — Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs — — 7,142,857 — 303,501 — — — 303,501 Conversion of convertible preferred stock in connection with initial public offering ( 56,630,188 ) ( 1,220,005 ) 56,630,188 1 1,220,004 — — — 1,220,005 Conversion of convertible notes in connection with initial public offering — — 1,655,908 — 76,172 — — — 76,172 Other comprehensive income — — — — — 9,236 — — 9,236 Net loss — — — — — — ( 74,425 ) — ( 74,425 ) BALANCE—September 30, 2025 — $ — 79,588,847 $ 1 $ 1,736,317 $ 7,652 $ ( 1,169,380 ) $ — $ 574,590 Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount BALANCE—December 31, 2023 56,054,893 $ 1,195,058 12,418,131 $ — $ 85,393 $ 1,205 $ ( 1,004,674 ) $ ( 492 ) $ ( 918,568 ) Exercise of options — — 145,600 — 1,252 — — — 1,252 Stock-based compensation — — — — 15,847 — — — 15,847 Other comprehensive income — — — — — 4,218 — — 4,218 Net loss — — — — — — ( 71,495 ) ( 159 ) ( 71,654 ) BALANCE—September 30, 2024 56,054,893 $ 1,195,058 12,563,731 $ — $ 102,492 $ 5,423 $ ( 1,076,169 ) $ ( 651 ) $ ( 968,905 ) ______________ (1) The share amounts listed above combine common stock, Class A common stock and Class B common stock. In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock. Refer to Note 1 for more information . See notes to condensed consolidated financial statements. 6 VIA TRANSPORTATION, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) Nine Months Ended September 30, 2025 2024 OPERATING ACTIVITIES: Net loss $ ( 74,425 ) $ ( 71,654 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,476 6,907 Stock-based compensation 15,945 15,847 Provision for deferred taxes ( 775 ) 190 Noncash operating lease expense 6,432 4,292 Revaluation of warrants liability ( 2,273 ) 3,326 Revaluation of convertible notes' embedded derivative feature 9,312 — Amortization of convertible notes' discount 4,819 — Loss on extinguishment of convertible note 10,949 — Changes in operating assets and liabilities: Accounts receivable ( 8,315 ) ( 10,113 ) Prepaid expenses and other assets ( 2,584 ) 237 Accounts payable 1,567 2,001 Accrued expenses and other current liabilities 2,500 1,737 Operating lease liabilities ( 6,541 ) ( 5,056 ) Deferred revenue 87 1,356 Accrued compensation and benefits 2,846 ( 1,830 ) Insurance payables 3,566 452 Net cash used in operating activities ( 30,414 ) ( 52,308 ) INVESTING ACTIVITIES: Purchase of property and equipment ( 1,337 ) ( 862 ) Capitalized internal-use software ( 3,222 ) ( 2,496 ) Net cash used in investing activities ( 4,559 ) ( 3,358 ) FINANCING ACTIVITIES: Proceeds from issuance of Series E convertible preferred stock upon exercise of warrants 20,000 — Proceeds from line of credit — 40,000 Repayment of line of credit ( 10,000 ) — Proceeds from issuance of convertible notes 7,500 — Proceeds from exercise of stock options 9,952 1,252 Proceeds from initial public offering, net of underwriting discounts and offering costs paid 306,820 — Payment of issuance fees ( 322 ) — Net cash provided by financing activities 333,950 41,252 EFFECT OF FOREIGN EXCHANGE ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS 1,326 181 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS 300,303 ( 14,233 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS—Beginning of period 78,989 73,601 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS—End of period $ 379,292 $ 59,368 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Reclassification of warrants liability to convertible preferred stock upon exercise $ 4,947 $ — Allocation of proceeds from issuance of convertible notes to embedded derivative feature $ ( 1,981 ) $ — Conversion of convertible preferred stock in connection with initial public offering $ 1,220,005 $ — Conversion of convertible notes in connection with initial public offering $ 76,172 $ — Offering costs included in accrued expenses and other current liabilities $ 3,319 $ — Receivable for options exercises included in prepaid expenses and other current assets $ ( 2,060 ) $ — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ 2,249 $ 1,933 Cash paid for taxes $ 3,158 $ 1,181 See notes to condensed consolidated financial statements 7 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Via Transportation, Inc. (“Via” or the “Company”) was incorporated in the United States on May 29, 2012, under Delaware law. The Company builds innovative software and powers highly efficient operations that enable its customers to transform their legacy transportation systems into smart, data-driven, technology-enabled networks. Using Via’s software, customers achieve a greatly enhanced level of visibility and control over their operations, simultaneously lowering operating costs and delivering better transportation outcomes for riders. Since Via’s founding in 2012, Via has built a suite of software and tech-enabled operational services designed to allow its customers—cities, transit agencies, transport operators, school districts, universities, and corporations—to manage every aspect of public transportation. Via offers solutions for end-to-end transit networks, transit planning and scheduling, microtransit, paratransit, school bus transportation and integrated trip planning. Via’s end to end hosted platform allows for the integration of multiple transportation modes into a single unified network. Completion of Initial Public Offering —On September 15, 2025, the Company completed its initial public offering (“IPO”) in which we issued and sold 7,142,857 shares of Class A common stock at $ 46.00 per share (“IPO Price”). The Company received net cash proceeds of $ 306.8 million after deducting underwriting discounts and commissions of $ 20.7 million and offering costs paid of approximately $ 1.1 million. Additionally, as of September 30, 2025, the Company accrued approximately $ 3.3 million of unpaid offering costs, which are presented as a reduction from the offering proceeds presented in the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2025. Certain selling stockholders offered an additional 3,571,428 shares of the Company’s Class A common stock at the IPO price in a secondary offering. In connection with the IPO, the Company amended and restated its certificate of incorporation (the “Charter”) and entered into an exchange agreement with the Company’s Chief Executive Officer (“CEO”) and certain of his affiliates, resulting in the reclassification of all shares of the Company’s common stock outstanding prior to completion of the IPO into an equivalent number of shares of Class A common stock and the exchange of all shares of Class A common stock held by the CEO and his affiliates for an equivalent number of shares of Class B common stock. In connection with the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into an equal number of shares of the Company’s Class A common stock and $ 53.3 million in principal and accrued contractual interest on the Company’s convertible notes automatically converted into 1,655,908 shares of the Company’s Class A common stock. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation— The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the results of Via and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year. The condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2024. There were no significant changes to the Company’s significant accounting policies disclosed in Note 2 – Significant Accounting Policies of our audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s IPO Prospectus. Use of Estimates —The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates, judgments, and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates, judgments, and assumptions include, but are not limited to, revenue recognition, stock-based compensation, including the fair value of common stock underlying the Company’s equity awards, and the valuation of assets and liabilities acquired in business combinations. Actual results could differ from those estimates. 8 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Acquisition of noncontrolling interest in Via Japan —In February 2025 the Company acquired the noncontrolling stockholders’ share in Via Mobility Japan K.K. (“Via Japan”) for total consideration of 228 Japanese Yen. The difference between the carrying value of the noncontrolling interest, and the fair value of the consideration transferred, was reclassified from noncontrolling interest to additional paid in capital within stockholders’ equity (deficit) as of the acquisition date. Recently Issued Accounting Pronouncements Not Yet Adopted— In March 2024, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU requires an entity to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, this ASU requires the disaggregation of the income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. This ASU is effective for the Company in the fiscal year beginning January 1, 2026. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) , which requires disaggregation, in tabular presentation, of certain income statement expenses into different categories, such as purchases of inventory, employee compensation, and depreciation. This ASU is effective for the Company in the fiscal year beginning January 1, 2027. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , which is intended to improve the relevance and consistency in application of the induced conversion guidance. The ASU provides guidance about how to determine whether a settlement of convertible debt (particularly, cash convertible instruments) at terms that differ from the original conversion terms should be accounted for as an induced conversion. This ASU is effective for the Company in the fiscal year beginning January 1, 2026. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which is intended to modernize the accounting for software costs that are accounted for as internal-use software. The ASU requires an entity to start capitalizing internal-use software costs at the point in time at which both (i) management has authorized and committed to funding the software, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for the Company in the fiscal year beginning January 1, 2028. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. 3. GOODWILL AND INTANGIBLE ASSETS The change in the carrying amount of goodwill for the nine months ended September 30, 2025 was as follows (in thousands): Balance—December 31, 2024 $ 160,134 Foreign currency translation 5,828 Balance—September 30, 2025 $ 165,962 Intangible assets—net consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands, except years): September 30, 2025 Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4 – 5 $ 11,872 $ ( 9,868 ) $ 2,004 Trade names 5 5,794 ( 2,018 ) 3,776 Customer relationships 12 – 15 25,979 ( 7,632 ) 18,347 Total intangible assets $ 43,645 $ ( 19,518 ) $ 24,127 December 31, 2024 Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4 – 5 $ 11,506 $ ( 8,203 ) $ 3,303 Trade names 5 5,464 ( 1,462 ) 4,002 Customer relationships 12 – 15 24,782 ( 5,920 ) 18,862 Assembled workforce 2 520 ( 363 ) 157 Total intangible assets $ 42,272 $ ( 15,948 ) $ 26,324 9 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2025 and 2024 , the Company recorded amortization expense of $ 1.1 million and $ 1.4 million, respectively. For the nine months ended September 30, 2025 and 2024 , the Company recorded amortization expense of $ 3.6 million a nd $ 4.2 million, respectively. As of September 30, 2025, future amortization of intangible assets that will be recorded in cost of revenue and general and administrative expenses is estimated as follows (in thousands): Amortization Remainder of 2025 $ 1,001 2026 3,867 2027 2,744 2028 2,462 2029 2,462 Thereafter 11,591 Total remaining amortization $ 24,127 4. REVENUE Contract Balances —The Company’s contract liabilities consist of deferred revenue. Deferred revenue includes amounts received from customers, but not recognized as revenue as service has not yet been rendered. For the nine months ended September 30, 2025, the Company recognized revenues of $ 17.6 million that were included in deferred revenue as of December 31, 2024. For the three and nine months ended September 30, 2025, the amount of revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods was immaterial . Remaining Performance Obligations as of September 30, 2025, were $ 291.1 million, of which approximately 26 % and 41 % is expected to be recognized as revenue in the remainder of 2025 and 2026, respectively, and the remainder thereafter. The Company had no material obligations related to refunds or warranties as of September 30, 2025. Revenue by Geography —Revenue by geography is based on where the service was provided. The following table sets forth revenue by geographic area for the three and nine months ended September 30, 2025 and 2024 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue by geographic area: United States $ 77,677 $ 54,534 $ 223,956 $ 159,344 Germany 21,462 19,638 62,004 58,051 All other countries 10,514 9,142 29,468 28,551 Total $ 109,653 $ 83,314 $ 315,428 $ 245,946 With the exception of the United States and Germany, no country had revenue in any period presented greater than 10% of total consolidated revenue. Revenue by Customer Type — The following table sets forth revenue disaggregated by end-customer type between government entities (which include cities, transit agencies, and school districts) and commercial entities for the three and nine months ended September 30, 2025 and 2024 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue by customer type: Government $ 103,728 $ 77,248 $ 296,091 $ 226,245 Commercial 5,925 6,066 19,337 19,701 Total $ 109,653 $ 83,314 $ 315,428 $ 245,946 The Company had no customers that accounted for greater than 10% of consolidated revenue in the three and nine months ended September 30, 2025 and 2024 . 10 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Capitalized Commissions —As of September 30, 2025 and December 31, 2024, capitalized commissions of $ 0.8 million and $ 0.9 million, respectively, are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the noncurrent portion of capitalized commissions of $ 0.8 million and $ 0.9 million, respectively, is included in other noncurrent assets in the condensed consolidated balance sheets. Amortization of sales commission expenses included in sales and marketing was $ 0.9 million and $ 0.6 million for the three months ended September 30, 2025 and 2024 , respectively. Amortization of sales commission expenses included in sales and marketing was $ 2.2 million and $ 1.9 million for the nine months ended September 30, 2025 and 2024 , respectively. 5. OTHER INCOME (EXPENSE) The following table presents the components of other income (expense) for the three and nine months ended September 30, 2025 and 2024 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revaluation of warrants liability $ — $ ( 478 ) $ 2,273 $ ( 3,326 ) Revaluation of convertible notes embedded derivative feature ( 5,217 ) — ( 9,312 ) — Employee retention credit 441 — 2,252 — Foreign currency transaction (loss) gain ( 344 ) 801 725 933 Other ( 173 ) — ( 20 ) 21 Total other income (expense) $ ( 5,293 ) $ 323 $ ( 4,082 ) $ ( 2,372 ) 6. FAIR VALUE MEASUREMENT The following table presents the Company’s liabilities measured at fair value on a recurring and nonrecurring basis and indicates the fair value hierarchy of the valuation as of December 31, 2024 (in thousands): December 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivatives liability Warrants liability $ — $ — $ 7,220 $ 7,220 Convertible notes embedded derivative feature — — 11,599 11,599 Total $ — $ — $ 18,819 $ 18,819 The Company’s derivatives liability was extinguished during the nine months ended September 30, 2025, as further described below. Warrants liability —On January 29, 2025, the remaining outstanding warrants to purchase Series E convertible preferred stock were exercised. Upon exercise, the Company issued 575,295 shares of Series E convertible preferred stock for total consideration of $ 20.0 million. The following table sets forth a summary of the changes in the estimated fair value of the Company’s warrants liability for the nine months ended September 30, 2025 (in thousands): Balance—December 31, 2024 $ 7,220 Change in fair value during the period, recognized in other income (expense)—net ( 2,273 ) Fair value of warrants exercised ( 4,947 ) Balance—September 30, 2025 $ — Convertible notes’ embedded derivative feature —During the nine months ended September 30, 2025, the Company issued additional convertible notes for total consideration of $ 7.5 million. The terms of these notes are consistent with those issued during the year ended December 31, 2024, and have conversion and other features, which were determined to be an embedded derivative requiring bifurcation and separate accounting. The convertible notes were converted into shares of our Class A common stock in connection with the Company’s initial public offering in September 2025 and the embedded derivative feature was reclassified into equity at such time. 11 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth a summary of the changes in the estimated fair value of the embedded derivative feature during the nine months ended September 30, 2025 (in thousands): Balance—December 31, 2024 $ 11,559 Fair value recognized on issuance of convertible notes 1,981 Change in fair value during the period, recognized in other income (expense)—net 9,312 Reclassification to equity in connection with initial public offering ( 22,851 ) Balance—September 30, 2025 $ — The Company did not make any transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2025. 7 . PROPERTY AND EQUIPMENT Property and equipment—net as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands): September 30, 2025 December 31, 2024 Office furniture and equipment $ 2,011 $ 1,655 Computers and software 7,502 6,917 Leasehold improvements 1,254 1,098 Capitalized internal-use software 17,627 14,319 Total 28,394 23,989 Less accumulated depreciation and amortization ( 15,384 ) ( 12,800 ) Property and equipment—net $ 13,010 $ 11,189 Depreciation and amortization expense of property and equipment for the three months ended September 30, 2025 and 2024 , amounted to $ 1.0 million and $ 0.8 million, respectively. Depreciation and amortization expense of property and equipment for the nine months ended September 30, 2025 and 2024 , amounted to $ 2.9 million and $ 2.7 million, respectively. 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands): September 30, 2025 December 31, 2024 Accrued expenses $ 21,174 $ 17,843 Accrued taxes 1,345 1,502 Accrued offering costs 3,319 — $ 25,838 $ 19,345 9. LINE OF CREDIT AGREEMENT In March 2025, the Company entered into amended and restated terms for a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, HSBC, and the other lenders party thereto. The Credit Agreement provides a revolving line of credit of up to $ 100 million, including a letter of credit subfacility in the aggregate amount of $ 30 million, and a swingline subfacility in the aggregate amount of $ 5 million. The Company also has the option to request an incremental facility of up to an additional $ 25 million from one or more of the lenders under the Credit Agreement. The Credit Agreement has a maturity date of April 26, 2028. Under the terms of the Credit Agreement, the Company can elect for revolving loans to be either Base Rate Loans or SOFR Loans. Base Rate Loans incur interest at the highest of (a) the Prime Rate plus 1.75 %, (b) the Federal Funds rate plus 2.25 %, and (c) the secured overnight financing rate (“SOFR”) for a tenor of one month plus 2.85 %. SOFR Loans incur interest at SOFR for a tenor comparable to the applicable interest period plus 2.85 %. The Company is charged a commitment fee of 0.325 % for committed but unused amounts. As of September 30, 2025, SOFR Loans of $ 25.0 million remained outstanding. For the three months ended September 30, 2025 and 2024 , the Company recognized interest expense of $ 0.5 million and $ 0.8 million, respectively, in relation to the revolving line of credit. For the nine months ended September 30, 2025 and 2024 , the Company recognized interest 12 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS expense of $ 1.7 million and $ 2.0 million, respectively, in relation to the revolving line of credit. In November 2025, the Company repaid the SOFR Loans balance outstanding of $ 25.0 million. The Company had letters of credit outstanding under the letter of credit subfacility of $ 12.4 million as of September 30, 2025. As of September 30, 2025, the Company had $ 62.6 million in available borrowings under the Credit Agreement. The Credit Agreement contains customary representations and warranties, certain financial and nonfinancial covenants, and certain limitations on liens and indebtedness. The financial covenants include a requirement to maintain minimum liquidity of $ 50 million, plus 50 % of any principal amounts funded under the incremental facility. Additionally, the Company is required to meet certain revenue targets. As of September 30, 2025, the Company was in compliance with all financial covenants. 10. CONVERTIBLE NOTES At various dates from October 2024 through February 2025, the Company executed convertible note agreements with certain lenders for an aggregate principal amount and net proceeds of $ 50.0 million. The notes have an annual interest rate of 8 % in the first year, 9 % in the second year, 11 % in the third year, 13 % in the fourth year and 15 % in the fifth year, compounded annually. Interest began accruing on the date that the respective lender’s funds were received. The terms of the convertible notes included certain conversion and other features, including automatic conversion upon the occurrence of an IPO at a 30 % discount to the IPO price. The Company evaluated the features of the convertible notes and concluded that multiple features met all the embedded derivative criteria in ASC 815, Derivatives and Hedging , and therefore, should be bifurcated from the notes and accounted for on a bundled basis as a single compound embedded derivative feature. The embedded derivative feature was recorded at the fair value on the respective dates of issuance. The fair value of the embedded derivative feature is remeasured each reporting period and the change in the fair value is recorded in other income (expense). The contractual interest expense amounted to $ 0.9 million and $ 2.8 million for the three and nine months ended September 30, 2025, respectfully. The amortization of the discount related to the issuance date fair value of the embedded derivative feature amounted to $ 1.5 million and $ 4.8 million for the three and nine months ended September 30, 2025, respectively, and was recorded as part of interest expense in the consolidated statements of operations under the effective interest rate method. The effective interest rate on the convertible notes was 17.3 % for the three and nine months ended September 30, 2025. On September 15, 2025, immediately prior to the closing of our IPO, $ 53.3 million in principal and accrued contractual interest on the convertible notes automatically converted into 1,655,908 shares of the Company’s Class A common stock based on a 30 % discount to the IPO price. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $ 10.9 million loss on extinguishment, calculated as the difference between the fair value of the shares issued and the carrying value of the notes and the embedded derivative feature liability at conversion . A loss of $ 5.2 million and $ 9.3 million for the three and nine months ended September 30, 2025, respectively, was recorded in other income (expense) for the change in fair value of the embedded derivative feature. The fair value of the embedded derivative feature at the conversion date was determined based on the intrinsic value associated with a 30 % discount to the IPO price. 11. COMMITMENTS AND CONTINGENCIES Letters of Credit —The Company is required to maintain letters of credit to meet the requirements of various lease agreements and customer contracts entered into by the Company. The Company had outstanding letters of credit of $ 12.6 million as of September 30, 2025. Legal Contingencies —The Company records an estimated liability related to its various claims and legal actions, such as personal injury or independent contractor classification and labor litigation, arising in the ordinary course of business when and to the extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available information and advice from outside counsel, where appropriate. The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. For some matters for which a material loss is reasonably possible, an estimate of the amount of loss or range of losses is not possible nor is the Company able to estimate the loss or range of losses that could potentially result from the application of nonmonetary remedies. Until the final resolution of legal matters, there may be an exposure to a material loss in excess of the amount recorded. 13 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 12. STOCKHOLDERS’ EQUITY (DEFICIT) Class A, Class B, and Class C Common Stock— In accordance with the Charter, the Company has three classes of authorized common stock as follows: • 1,000,000,000 shares of Class A common stock, par value $ 0.00001 per share; • 5,808,291 shares of Class B common stock, par value $ 0.00001 per share; • 200,000,000 shares of Class C common stock, par value $ 0.00001 per share. The rights of holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock entitles the holder to one vote. Each share of Class B common stock entitles the holder to 10 votes and is convertible, at the option of the holder, into one share of Class A common stock. Each share of Class C common stock entitles the holder to no voting rights and will convert into one share of Class A common stock following the conversion of all outstanding shares of Class B common stock into shares of Class A common stock. Preferred Stock— Immediately prior to the completion of our IPO, all of our then-outstanding shares of convertible preferred stock were automatically converted into 56,630,188 shares of our Class A common stock. As the conversion was in accordance with the original terms of the convertible preferred stock, no gain, loss, or deemed dividend was recognized upon conversion. The Charter authorizes 10,000,000 shares of undesignated preferred stock. Our board of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. 13. STOCK BASED COMPENSATION Stock Options— On May 29, 2012, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2012 Plan”). On June 13, 2018, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2018 Plan”). Options granted under the 2012 Plan and 2018 Plan expire 10 years from the date of grant, unless otherwise determined in the award agreement. The options generally vest over a period of four years, unless otherwise decided by the Company’s board of directors. In conjunction with the Company’s IPO the 2012 Plan and 2018 Plan were replaced with the 2025 Omnibus Incentive Plan discussed below. Any awards granted under the 2012 Plan and 2018 Plan prior to the Company’s IPO remain in effect pursuant to their terms. The following is a summary of the Company’s stock option activity for the nine months ended September 30, 2025: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2024 10,800,927 $ 12.84 6.84 $ 78,535 Granted 512,100 22.46 Exercised ( 1,447,992 ) 8.29 Forfeited ( 234,932 ) 16.76 Expired ( 82,313 ) 19.29 Outstanding—September 30, 2025 9,547,790 13.90 6.66 326,376 Exercisable—September 30, 2025 7,046,429 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2025, was $ 16.69 . The total intrinsic value of stock options exercised for the nine months ended September 30, 2025 was $ 46.0 million. As of September 30, 2025, there was $ 2.1 million included in prepaid expenses and other current assets relating to exercised options for which the proceeds had not yet been received. These proceeds were received prior to the date that these condensed consolidated financial statements were available to be issued, and therefore have been reflected as an increase in additional paid in capital within stockholders’ equity (deficit) for the three and nine months ended September 30, 2025. 2025 Omnibus Incentive Plan— On September 11, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Plan. The maximum number of shares of the Company’s Class A common stock that may be issued under the 2025 Omnibus Incentive Plan is 7,263,418 shares. 14 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS RSUs— Under the 2025 Omnibus Incentive Plan, the Company issues restricted stock units (“RSUs”) subject to a service-based vesting condition. The RSUs generally vest over a period of either three or four years, unless otherwise decided by the Company’s board of directors. RSUs issued to non-employee members of the Company’s board of directors vest over a 15-month period. The following table is a summary of the Company’s RSU activity for the nine months ended September 30, 2025: Number of RSUs Weighted-Average Grant Date Fair Value Unvested—December 31, 2024 — $ — Granted 2,138,755 46.00 Vested — — Forfeited ( 190 ) 46.00 Unvested—September 30, 2025 2,138,565 46.00 PSUs— On September 11, 2025, the Company’s board of directors approved a grant to the CEO and CFO of stock price-based restricted stock units (also called performance-based restricted stock units or “PSUs”) with respect to 2,051,945 and 434,782 shares of Class A common stock, respectively. The vesting of the PSUs is conditioned on satisfaction of certain service-based and stock price-based vesting conditions, with a performance period of seven years from the IPO Effectiveness. The stock price-based vesting conditions are comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets relative to the IPO price of $ 46 per share of Class A common stock measured on a 60-day average period. The grant date fair value of the PSUs was determined using a Monte Carlo valuation model that incorporates the likelihood of meeting the stock price targets and for which the significant assumptions were as follows: Expected volatility 40.0 % Risk-free interest rate 3.8 % Expected dividend yield — % The weighted-average grant date fair value per share of the PSUs was $ 20.23 . All PSUs were outstanding as of September 30, 2025, as none have vested or been cancelled. Stock Based Compensation Expense— The stock-based compensation expense recognized in the consolidated statements of operations for services received from employees and nonemployees for the three and nine months ended September 30, 2025 and 2024 , is shown in the following table (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cost of revenue $ 38 $ 38 $ 144 $ 169 Research and development 1,874 1,426 5,037 4,862 Sales and marketing 1,687 957 4,226 2,737 General and administrative 2,993 2,083 6,538 8,079 Total $ 6,592 $ 4,504 $ 15,945 $ 15,847 As of September 30, 2025, there was $ 174.5 million of unamortized stock-based compensation costs related to all unvested awards, which is expected to be recognized over a weighted-average period of approximately 4.1 years. 14. INCOME TAXES The Company calculates the provision for income taxes in interim periods by applying an estimated annual effective tax rate to income (loss) before income taxes and by calculating the tax effect of discrete items recognized during the period. The Company recorded a provision for income taxes of $ 0.5 million and $ 0.4 million for the three months ended September 30, 2025 and 2024, respectively. The Company recorded a provision for income taxes of $ 2.1 million and $ 1.6 million for the nine months ended September 30, 2025 and 2024, respectively. The provision for income taxes differed from applying the U.S. federal statutory rate to the Company’s loss before income taxes primarily due to the effects of valuation allowances. 15 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2025 , the Company continues to maintain a full valuation allowance on deferred tax assets in all jurisdictions, except for jurisdictions where the Company has historically generated taxable income. 15. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerator: Net loss $ ( 36,887 ) $ ( 21,276 ) $ ( 74,425 ) $ ( 71,654 ) less: net loss attributable to non-controlling interest — 49 — ( 159 ) Net loss attributable to common stockholders $ ( 36,887 ) $ ( 21,325 ) $ ( 74,425 ) $ ( 71,495 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 24,730,353 12,530,825 16,816,111 12,488,518 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 1.49 ) $ ( 1.70 ) $ ( 4.43 ) $ ( 5.72 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions, which were not satisfied as of September 30, 2025 and 2024: September 30, 2025 September 30, 2024 Convertible preferred stock — 56,054,893 Warrants to purchase Series E convertible preferred stock — 575,295 Stock options 9,547,790 10,516,916 RSUs 2,138,565 — PSUs 2,486,727 — Total 14,173,082 67,147,104 16. SEGMENT INFORMATION The Company is organized into one reportable segment, the Platform segment. In addition, the Company has one legacy operating segment (Legacy segment) that does not meet the thresholds to qualify as a reporting segment. The Legacy segment is solely comprised of one legacy operational contract, which terminated in June 2024. The reportable segment was determined based on the manner in which the chief operating decision maker (“CODM”), Via’s chief executive officer, manages the Company’s operations for purposes of allocating resources and evaluating performance. Various factors, including the Company’s organizational and management reporting structure and the nature of the services provided to customers, were considered in determining these operating segments. The CODM uses the Platform segment net loss to allocate resources (including employees and financial or capital resources) predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel, evaluating product pricing and assessing performance. 16 VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following tables provide information about the Company’s revenue and net loss by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue Total segment revenue (Platform) $ 109,653 $ 83,314 $ 315,428 $ 239,157 Other (1) — — — 6,789 Consolidated revenue $ 109,653 $ 83,314 $ 315,428 $ 245,946 ____________ (1) Other revenue consists of revenue from a legacy operational contract in a former operating segment, which terminated in June 2024. Three Months Ended September 30, Nine Months Ended September 30, Significant segment expenses 2025 2024 2025 2024 Platform revenue $ 109,653 $ 83,314 $ 315,428 $ 239,157 Cost of revenue (1) ( 66,567 ) ( 51,280 ) ( 190,581 ) ( 146,466 ) Research and development (1) ( 23,131 ) ( 22,166 ) ( 67,214 ) ( 67,624 ) Sales and marketing ( 17,657 ) ( 13,434 ) ( 48,832 ) ( 40,654 ) General and administrative (1) ( 21,189 ) ( 17,127 ) ( 61,026 ) ( 51,647 ) Interest income 883 438 1,937 1,760 Interest expense ( 2,147 ) ( 945 ) ( 6,972 ) ( 2,420 ) Loss on extinguishment of convertible notes ( 10,949 ) — ( 10,949 ) — Provision for income taxes ( 490 ) ( 399 ) ( 2,134 ) ( 1,581 ) Other segment items (2) ( 5,293 ) 323 ( 4,082 ) ( 2,372 ) Platform net loss $ ( 36,887 ) $ ( 21,276 ) $ ( 74,425 ) $ ( 71,847 ) _______________ (1) Includes depreciation and amortization expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cost of revenue $ 935 $ 1,018 $ 2,870 $ 3,011 Research and development 119 154 395 648 General and administrative 1,079 1,082 3,211 3,248 Total $ 2,133 $ 2,254 $ 6,476 $ 6,907 (2) Other segment items are comprised of other income (loss) which consists primarily of non-cash losses relating to the change in the fair value of warrants to purchase convertible preferred stock and the convertible notes’ embedded derivative feature. Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of net loss 2025 2024 2025 2024 Platform net loss $ ( 36,887 ) $ ( 21,276 ) $ ( 74,425 ) $ ( 71,847 ) Other net income (loss) $ — $ — $ — $ 193 Consolidated net loss $ ( 36,887 ) $ ( 21,276 ) $ ( 74,425 ) $ ( 71,654 ) 17. SUBSEQUENT EVENTS Subsequent events have been evaluated through November 13, 2025, which is the date that these condensed consolidated financial statements were available to be issued. On October 14, 2025, the underwriters of the IPO elected to exercise their over-allotment option to purchase an additional 1,358,236 shares of Class A common stock at the IPO Price of $ 43.102 per share. The shares were issued and sold on this date, and the Company received net cash proceeds of $ 58.5 million after deducting underwriting discounts and commissions of $ 3.9 million. In October 2025, the counterparty to patent litigation deposited $ 4.7 million with the clerk of court in the Western District of Texas for the benefit of the Company, following a verdict in the Company’s favor in January 2025, the resolution of subsequent post-trial motions, and the entry of a final judgment in the case. The counterparty has appealed the verdict and the deposited amount will not be recognized in income until realized. 17