Via Transportation, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID NO. 34 ) 80 CONSOLIDATED B ALANCE SHEETS 81 CONSOLIDATED STATEMENTS OF OPERATIONS 83 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 84 CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY ( DEFICIT ) 85 CONSOLIDATED STATEMENTS OF CASH FLOWS 87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 89 79 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Via Transportation, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Via Transportation, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP New York, New York March 6, 2026 We have served as the Company’s auditor since 2021. 80 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 370,914 $ 77,905 Accounts receivable—net of allowance of $ 24 and $ 127 as of December 31, 2025 and December 31, 2024, respectively 81,572 73,760 Prepaid expenses and other current assets 17,065 11,537 Total current assets 469,551 163,202 NONCURRENT ASSETS: Restricted cash and cash equivalents 1,171 1,084 Property and equipment—net 13,395 11,189 Operating lease right-of-use assets 18,319 15,193 Deferred tax assets 529 401 Intangible assets—net 36,025 26,324 Goodwill 192,305 160,134 Other noncurrent assets 1,800 1,242 Total noncurrent assets 263,544 215,567 TOTAL ASSETS $ 733,095 $ 378,769 See notes to consolidated financial statements. (Continued) 81 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 December 31, 2024 LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 4,427 $ 3,915 Accrued expenses and other current liabilities 24,886 19,345 Operating lease liabilities 9,749 8,307 Deferred revenue 26,893 22,644 Insurance payables 15,144 12,186 Accrued compensation and benefits 13,136 10,152 Total current liabilities 94,235 76,549 NONCURRENT LIABILITIES: Operating lease liabilities 9,378 7,264 Line of credit — 35,000 Convertible notes — 32,035 Derivatives liability — 18,819 Deferred revenue 1,746 1,899 Total noncurrent liabilities 11,124 95,017 Total liabilities 105,359 171,566 COMMITMENTS AND CONTINGENCIES (Note 12) CONVERTIBLE PREFERRED STOCK, $ 0.00001 par value— No shares authorized, issued, and outstanding as of December 31, 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 December 31, 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 December 31, 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, 77,276,675 shares issued and outstanding as of December 31, 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 December 31, 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 December 31, 2025. No shares authorized, issued and outstanding as of December 31, 2024. — — Additional paid-in capital 1,811,349 109,447 Accumulated other comprehensive income (loss) 7,702 ( 1,584 ) Accumulated deficit ( 1,191,316 ) ( 1,094,955 ) Total stockholders’ equity (deficit) attributable to stockholders of Via 627,736 ( 987,092 ) Noncontrolling interest — ( 763 ) Total stockholders’ equity (deficit) 627,736 ( 987,855 ) TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 733,095 $ 378,769 See notes to consolidated financial statements. (Concluded) 82 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 REVENUE $ 434,337 $ 337,630 $ 248,854 COST OF REVENUE 262,537 206,790 149,446 GROSS PROFIT 171,800 130,840 99,408 OPERATING EXPENSES: Research and development 92,352 88,987 95,833 Sales and marketing 67,423 55,484 53,799 General and administrative 88,641 70,265 64,231 Total operating expenses 248,416 214,736 213,863 OPERATING LOSS ( 76,616 ) ( 83,896 ) ( 114,455 ) INTEREST INCOME 5,272 2,195 3,599 INTEREST EXPENSE ( 7,343 ) ( 4,291 ) ( 653 ) LOSS ON EXTINGUISHMENT OF CONVERTIBLE NOTES ( 10,949 ) — — OTHER INCOME (EXPENSE)—Net ( 4,204 ) ( 2,670 ) ( 3,640 ) LOSS BEFORE PROVISION FOR INCOME TAXES ( 93,840 ) ( 88,662 ) ( 115,149 ) PROVISION FOR INCOME TAXES ( 2,521 ) ( 1,890 ) ( 1,815 ) NET LOSS ( 96,361 ) ( 90,552 ) ( 116,964 ) NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST — ( 271 ) ( 278 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 96,361 ) $ ( 90,281 ) $ ( 116,686 ) NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS—BASIC AND DILUTED: $ ( 2.92 ) $ ( 7.21 ) $ ( 9.60 ) WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS—BASIC AND DILUTED 32,949,511 12,525,706 12,155,670 See notes to consolidated financial statements. 83 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2025 2024 2023 NET LOSS $ ( 96,361 ) $ ( 90,552 ) $ ( 116,964 ) OTHER COMPREHENSIVE INCOME (LOSS)—Foreign currency translation adjustments 9,286 ( 2,789 ) 4,986 COMPREHENSIVE LOSS—Including noncontrolling interest ( 87,075 ) ( 93,341 ) ( 111,978 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST — ( 271 ) ( 278 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 87,075 ) $ ( 93,070 ) $ ( 111,700 ) See notes to consolidated financial statements. 84 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) 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—January 1, 2023 52,661,248 $ 1,052,844 11,811,900 $ — $ 67,364 $ ( 3,781 ) $ ( 887,988 ) $ ( 214 ) $ ( 824,619 ) Exercise of options — — 511,172 — 3,576 — — — 3,576 Stock-based compensation 4,965 166 — — 12,960 — — — 12,960 Issuance of common stock for acquisitions — — 95,059 — 1,493 — — — 1,493 Issuance of Series G-1 convertible preferred stock for acquisitions 747,261 31,831 — — — — — — — Proceeds from issuance of Series E convertible preferred stock 862,941 30,000 — — — — — — — Reclassification of warrants liability to Series E convertible preferred stock upon exercise — 1,234 — — — — — — — Allocation of proceeds from issuance of Series E convertible preferred stock to warrants liability — ( 1,833 ) — — — — — — — Proceeds from issuance of Series G-1 convertible preferred stock 1,778,478 80,816 — — — — — — — Other comprehensive income — — — — — 4,986 — — 4,986 Net loss — — — — — — ( 116,686 ) ( 278 ) ( 116,964 ) 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 — — 293,771 — 2,828 — — — 2,828 Stock-based compensation — — — — 21,226 — — — 21,226 Other comprehensive loss — — — — — ( 2,789 ) — — ( 2,789 ) Net loss — — — — — — ( 90,281 ) ( 271 ) ( 90,552 ) BALANCE—December 31, 2024 56,054,893 $ 1,195,058 12,711,902 $ — $ 109,447 $ ( 1,584 ) $ ( 1,094,955 ) $ ( 763 ) $ ( 987,855 ) See notes to consolidated financial statements. (Continued) 85 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) 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 — — 1,623,520 — 13,746 — — — 13,746 Stock-based compensation — — — — 30,341 — — — 30,341 Vesting of restricted stock units — — 247 — — — — — — 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 — — 8,501,093 — 362,402 — — — 362,402 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 — — — — — 9,286 — — 9,286 Net loss — — — — — — ( 96,361 ) — ( 96,361 ) BALANCE—December 31, 2025 — $ — 81,122,858 $ 1 $ 1,811,349 $ 7,702 $ ( 1,191,316 ) $ — $ 627,736 ______________ (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 consolidated financial statements. (Concluded) 86 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 OPERATING ACTIVITIES: Net loss $ ( 96,361 ) $ ( 90,552 ) $ ( 116,964 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,529 9,126 8,020 Stock-based compensation 30,341 21,226 13,126 Provision for deferred taxes ( 120 ) 222 167 Noncash operating lease expense 9,041 6,073 4,573 Revaluation of warrants liability ( 2,273 ) 4,500 1,738 Revaluation of convertible notes' embedded derivative feature 9,312 370 — Amortization of convertible notes' discount 4,819 814 — Loss on extinguishment of convertible notes 10,949 — — Changes in operating assets and liabilities: Accounts receivable ( 1,700 ) ( 15,554 ) ( 14,383 ) Prepaid expenses and other assets ( 4,642 ) ( 68 ) 316 Accounts payable ( 324 ) ( 2,709 ) 2,228 Accrued expenses and other current liabilities 4,156 1,552 ( 592 ) Operating lease liabilities ( 8,461 ) ( 6,521 ) ( 3,183 ) Deferred revenue 359 596 11,371 Accrued compensation and benefits 2,547 ( 914 ) ( 308 ) Insurance payables 2,959 1,877 1,273 Net cash used in operating activities ( 30,869 ) ( 69,962 ) ( 92,618 ) INVESTING ACTIVITIES: Purchase of property and equipment ( 1,663 ) ( 1,079 ) ( 2,517 ) Capitalized internal-use software ( 4,251 ) ( 3,372 ) ( 2,285 ) Acquisitions—net of cash acquired ( 39,892 ) — ( 38,527 ) Net cash used in investing activities ( 45,806 ) ( 4,451 ) ( 43,329 ) FINANCING ACTIVITIES: Proceeds from issuance of Series E convertible preferred stock upon exercise of warrants 20,000 — 30,000 Proceeds from issuance of Series G-1 convertible preferred stock — — 80,816 Proceeds from line of credit — 40,000 — Repayment of line of credit ( 35,000 ) ( 5,000 ) — Proceeds from issuance of convertible notes 7,500 42,500 — Proceeds from exercise of stock options 13,746 2,828 3,576 Proceeds from initial public offering, net of underwriting discounts and commissions 366,414 — — Payments of initial public offering costs ( 4,012 ) — — Payment of issuance fees ( 322 ) ( 50 ) ( 462 ) Net cash provided by financing activities 368,326 80,278 113,930 EFFECT OF FOREIGN EXCHANGE ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS 1,445 ( 477 ) 2,247 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS 293,096 5,388 ( 19,770 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS—Beginning of period 78,989 73,601 93,371 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS—End of period $ 372,085 $ 78,989 $ 73,601 See notes to consolidated financial statements. (Continued) 87 Table of Contents VIA TRANSPORTATION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for acquisitions $ — $ — $ 1,493 Issuance of convertible preferred stock for acquisitions $ — $ — $ 31,831 Reclassification of warrants liability to convertible preferred stock upon exercise $ 4,947 $ — $ 1,234 Allocation of proceeds from issuance of convertible notes to embedded derivative feature $ ( 1,940 ) $ ( 11,229 ) $ ( 1,833 ) 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 $ — $ — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ 2,778 $ 2,790 $ 277 Cash paid for taxes $ 3,418 $ 1,500 $ 1,179 See notes to consolidated financial statements. (Concluded) 88 Table of Contents VIA TRANSPORTATION, INC. NOTES TO 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 it issued and sold 7,142,857 shares of Class A common stock at $ 46.00 per share (“IPO Price”). Subsequently, 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. The Company received net cash proceeds of $ 362.4 million after deducting underwriting discounts and commissions of $ 24.6 million, and offering costs of $ 4.0 million. 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). 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, self-insurance reserves and the valuation of assets and liabilities acquired in business combinations. Actual results could differ from those estimates. Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and cash equivalents, and accounts receivable. 89 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s cash and cash equivalents and restricted cash and cash equivalents are primarily invested in major banks in the United States, Israel, and the European Union. Generally, these deposits may be redeemed upon demand. Cash deposits may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. The Company is exposed to credit risk on its accounts receivable in the event of nonpayment from customers. The Company continually monitors the creditworthiness of its customer base in the normal course of business and generally does not require collateral. As of December 31, 2025 and 2024, the Company had no significant off-balance-sheet concentrations of credit risk, such as foreign exchange contracts and option contracts. Foreign Currency —The US dollar is the predominant currency of the economic environment in which the Company operates. For the Company and foreign subsidiaries where the US dollar is the functional currency, transaction gains and losses from remeasurement of monetary consolidated balance sheets items denominated in nondollar currencies are reflected in the consolidated statements of operations as other income (expense)—net. Nondollar transactions and balances have been remeasured to US dollars in accordance with Accounting Standards Codification (ASC) 830, Foreign Currency Matters. For foreign subsidiaries where the local currency is the functional currency, translation adjustments of foreign currency into US dollars are recorded as a separate component of accumulated other comprehensive income (loss). Principles of Consolidation —The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interest represented the noncontrolling stockholders’ share in Via Mobility Japan K.K. (“Via Japan”). The interest held in Via Japan by the noncontrolling shareholders is presented in equity in the consolidated balance sheet as of December 31, 2024 separately from the equity attributable to the equity holders of the Company. The noncontrolling shareholders’ share of the total comprehensive loss of Via Japan is recorded as net loss attributable to noncontrolling interest in the consolidated statements of operations for the year ended December 31, 2024. In February 2025, the Company acquired the noncontrolling stockholders’ share in Via Japan for a nominal amount of consideration. 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. 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 includes a legacy operational contract, which terminated in June 2024. See Note 19 for additional information. Variable Interest Entities (VIEs) —The Company’s management evaluates its ownership, contractual, and other interests in entities to determine if it has a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If the Company determines that an entity for which it holds a contractual or ownership interest is a VIE and that it is the primary beneficiary, it consolidates such entity in the consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company determines whether any changes in the interest or relationship with the entity impacts the determination of whether the Company is still the primary beneficiary. If the Company is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interests in a VIE in accordance with applicable US GAAP. Cash and Cash Equivalents —Cash and cash equivalents consist of cash held in checking and savings accounts and cash equivalents that are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less. Restricted Cash and Cash Equivalents —Restricted cash and cash equivalents consist primarily of amounts held in restricted bank accounts as security for the Company’s lease agreements. 90 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows as of December 31, 2025 and 2024, are as follows (in thousands): December 31, 2025 December 31, 2024 Cash and cash equivalents $ 370,914 $ 77,905 Restricted cash and cash equivalents 1,171 1,084 Total cash, cash equivalents, and restricted cash and cash equivalents $ 372,085 $ 78,989 Accounts Receivable and Allowance for Expected Credit Losses —Accounts receivable represent uncollected payments from customers. The Company records an allowance for expected credit losses for accounts receivable that may never settle or be collected. The Company estimates the allowance on an individual basis using historical experience and expected macroeconomic conditions over the life of the receivable. Amounts are written off when determined to be uncollectible. Property and Equipment —Property and equipment are stated at cost, net of accumulated depreciation. Repair and maintenance charges are expensed as incurred. Expenditures for major renewals or improvements, which extend the useful lives of existing property, plant, and equipment, are capitalized and depreciated. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Asset Class Estimated Useful Life Computers and peripheral equipment 3 years Office furniture and equipment 5 – 15 years Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter Capitalized internal-use software 5 years Capitalized Internal-Use Software —The Company capitalizes certain qualified costs incurred in connection with the development of the Company’s software and related support systems. The Company evaluates the costs incurred during the application development stage to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post-implementation activities, including maintenance, are expensed as incurred. Capitalized costs related to internal-use software are amortized on a straight-line basis over the estimated useful life of the software, not to exceed five years . Capitalized costs, less accumulated amortization, are included within property and equipment—net in the consolidated balance sheets. The Company capitalized $ 4.3 million, $ 3.4 million and $ 2.3 million of internal-use software costs for the years ended December 31, 2025, 2024, and 2023 respectively. Amortization of capitalized internal-use software included in cost of revenue was $ 2.3 million, $ 1.6 million and $ 1.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. Leases —Leases are accounted for in accordance with ASC 842, Leases. ASC 842 requires recognition of leases on the consolidated balance sheets as ROU assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Lease classification is determined at commencement date. All of the Company’s leases are accounted for as operating leases and, therefore, there were no finance lease obligations as of December 31, 2025 and 2024. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The period covered by a renewal option is included in the lease term when the Company has concluded they are reasonably certain to be exercised. As the implicit rate of the leases is not determinable, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Variable lease payments for maintenance, property taxes, and other operating expenses are recognized as expense in the period in which the obligation for the payment is incurred. The 91 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS operating lease expense associated with operating leases is recognized as a single lease cost on a straight-line basis over the lease term. The Company’s lease agreements do not contain terms and conditions of material restrictions, covenants, or residual value guarantees. The Company has elected the practical expedient not to separate lease and nonlease components, as well as the short-term lease recognition exemption and will not recognize right-of-use (ROU) assets or lease liabilities for leases with a term less than 12 months. Refer to Note 13 for more details on the Company’s operating leases. Impairment of Long-Lived Assets —Long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2025 and 2024, no impairment losses have been identified. Business Combinations —The Company accounts for its business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Goodwill and Intangible Assets —Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisition of entities accounted for using the purchase method of accounting are estimated by the Company based on the fair value of assets received. Intangible assets are amortized on a straight-line basis over the estimated useful lives, which range from 2 to 15 years. Goodwill is not subject to amortization, but is tested for impairment on an annual basis on October 1, or whenever events or changes in circumstances indicate the carrying amount of the goodwill may not be recoverable. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amounts, the quantitative impairment test will be required. The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. There was no impairment of goodwill recorded in any of the periods presented in these consolidated financial statements. Fair Value Measurements and Financial Instruments —Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities. 92 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. Level 3 —Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. The Company’s primary financial instruments include cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to the short-term maturities of these instruments. Prior to the Company’s IPO financial instruments also included convertible notes and warrants. Refer to “Note 7—Fair Value Measurement” and “Note 11—Convertible Notes” for further information. Convertible Notes —The Company entered into convertible note agreements at various dates from October 2024 through February 2025 which were converted into shares of the Company’s Class A common stock.in connection with the Company’s IPO. The Company evaluated the embedded conversion and other features within the convertible notes to determine whether any embedded features should be bifurcated from the host instrument and accounted for as a derivative at fair value, with changes in fair value recorded in the consolidated statements of operations. See “Note 11—Convertible Notes” for further information. Warrants Liability —Prior to the Company’s IPO, the warrants related to the Company’s convertible preferred stock were classified as a liability as the underlying securities were contingently redeemable upon the occurrence of events which were outside of the Company’s control. The warrants liability was remeasured at each consolidated balance sheet date and any change in fair value was recognized as a component of other income (expense)—net. See “Note 7—Fair Value Measurement” for further information. Revenue Recognition —In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: • Identification of the contract(s) with the customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Each of the Company’s significant performance obligations and the Company’s application of ASC 606 to its revenue arrangements is discussed in further detail below. Revenue Arrangements —Customers purchase a subscription to the Company’s platform with recurring, volume-based fee arrangements. The subscription grants customers the right to access the Company’s platform which comprises the software (applications and features) in a cloud-based environment controlled by the Company and tech-enabled services either provided by third parties or by the Company (such as driver management services, customer support, and fleet management services). The following is a description of each of the Company’s primary subscription services: • Software: Software services offer access to the Company’s software in a cloud-based environment controlled by the Company, which provides customers continuous access to one or more of the Company’s cloud-based software applications for the planning, optimization, and operation of transportation networks. The Company’s customers have continuous access to its software without any restrictions on volume of usage. The nature of the Company’s promise for these services is to stand ready to provide its customers with access to the software on a daily basis. • Driver Management: Driver management includes the provision of a network of available drivers for set daily hours consistent with the operating hours of the customer’s transportation services (e.g., from 93 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 a.m. to 7 p.m.). The Company is responsible for maintaining a pool of available drivers, which requires the Company to perform onboarding, training, scheduling, and assignment of drivers to transport passengers during the fixed service hours. The Company, at its discretion, subcontracts with third-party staffing agencies or contracts with independent contractor drivers to provide a pool of available drivers to meet its obligation to its customers. The nature of the Company’s promise for these services is to provide customers with a sufficient network of available drivers continuously during the applicable window to meet projected demand during that window. • Fleet Management Services: Fleet management services include managing a network of available vehicles to be used for the customer’s transportation services. The Company is responsible for the coordination of arrangements between drivers and third-party vehicle providers, to arrange for drivers to lease vehicles that comply with its customers’ requirements. On a daily basis, the Company manages the availability of vehicles and the scheduling of vehicle assignments. The Company is also responsible for inspecting the vehicles to ensure proper maintenance and cleanliness, in accordance with its customer contracts. The nature of the Company’s promise for these services is managing the daily availability of a network of vehicles to be leased and used by drivers with whom the Company contracts in conjunction with driver management services. • Customer Support: Customer support includes the provision of direct operational support for the Company’s deployments as well as telephone, email, and Web-based support for customers and end users (passengers) of customers’ transportation services. The nature of the Company’s promise for these services is to stand ready to provide support services on a daily basis. The Company also provides certain other enabling services to customers, but to date these services have not comprised a material source of revenue. For each of the Company’s separate subscription services, including both software and tech-enabled services, the Company either provides the customer continuous daily access to the service or stands ready to provide the service on a daily basis. While the specific activities performed by the Company may vary on a day-to-day basis, the Company’s promise to its customer (to provide access to the subscribed-for services) is the same each day. Because each day of providing these services is substantially the same, and the customer simultaneously receives and consumes the benefits of the services as they are provided, each of the Company’s subscription services are individually viewed as a separate series of distinct daily services comprising a single performance obligation. The transaction price for subscription services is variable based on the customer’s volume, but may be subject to monthly contractual minimums. Revenue for the Company’s subscription services is recognized using a time-elapsed method based on the passage of each day of service, as this best depicts the Company’s performance in transferring each day of service to the customer. Revenue is recognized in the period in which the volume is used, as these fees relate specifically to the Company’s efforts to provide the service in that period and represent the amount that the Company is entitled to for providing the services. Allocating these volume-based fees to the period in which the related activities are performed is consistent with the overall allocation objective in ASC 606. Where the Company concurrently provides multiple distinct subscription services, the Company accounts for these services as if they were a single performance obligation, as they have the same pattern of transfer to the customer (i.e., the passage of each day of service) and the volume-based fees to be allocated to the specific period of service are readily determinable as of the end of each month, and therefore, the outcome is the same as accounting for the services as individual performance obligations. The Company also derives revenue from professional services primarily related to distinct prelaunch implementation support activities, project management, consulting services, and other offerings. These services are provided on either a time-and-materials or fixed-fee basis. Professional services are recognized as distinct performance obligations as they represent services that customers can engage others to perform. Revenues from professional services are recognized on a proportional performance output-method basis as the services are rendered, as the customers benefit from the professional services as they are being performed. Customers are generally invoiced for access to the Company’s services monthly in arrears with payment due within 30 to 60 days of the invoice date. 94 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Remaining Performance Obligations (RPOs) —The aggregate amount of transaction price allocated to the RPOs represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. For subscription services, the amount of the transaction price to be allocated to RPO includes variable revenue which is calculated based on the budgeted hours and rates stipulated in the contract (i.e., the total contract value). Customers’ contracts stipulate a total budget which includes the total number of driver hours and service hours that the Company expects to deliver to the customer over the contract term. The Company’s RPO calculations are based on these contract terms. The amount of variable revenue included in RPO for each applicable period is calculated based on the hours expected to be used by the customer in that period. These hours are derived from regular service planning exercises between the Company’s team and the customer to align on the use of the budgeted hours . Actual revenues may be lower than estimates due to various factors such as changes in operational assumptions (e.g., number of driver hours). For contracts subject to early cancellation provisions, the transaction price subject to cancellation is excluded from RPO. Significant Judgments —The Company’s contracts with customers can include multiple promises to transfer goods or services to the customer. Determining whether promises are distinct performance obligations that should be accounted for separately—or not distinct within the context of the contract and, thus, accounted for together—requires significant judgment. The Company’s contracts typically involve various administrative tasks to set up the contract to enable the customer to benefit from the service. Determining whether activities required to fulfill a contract are promised services to the customer, rather than administrative tasks/setup activities, require judgment based on the specific nature of the activities. In concluding whether contract activities represent promised services to the customer, the Company considers the nature of the activities being performed, including whether they provide incremental benefit to the customer on a stand-alone basis and whether another party could provide the services. In instances where the Company concludes the activities represent setup activities, they are accounted for on a combined basis with the cloud-based software and are recognized over the term of the contract commencing at the date the customer has the ability to access and benefit from the cloud-based software service. Principal versus Agent Considerations —The Company evaluates the presentation of revenue on a gross versus net basis based on whether the Company acts as a principal or agent for the services provided to its customers. The Company acts as a principal and recognizes revenue on a gross basis when the Company controls the services provided to the customer. In instances where the Company utilizes third parties in the delivery of services to customers, management evaluates whether the Company controls the services provided to customers based on indicators of control. These indicators include: • Whether the Company is primarily responsible for the delivery of the service to the customer; • Whether the Company has inventory and pricing risk associated with the services; and • Whether the Company has discretion in the pricing of the services. The Company generally recognizes revenue for these services on a gross basis, as the Company controls these services prior to them being transferred to customers (who are cities, transit agencies, transport operators, school districts, universities, and corporations rather than the riders utilizing the related transportation operations of customers). The primary instance in which the Company utilizes third parties is in the delivery of driver management services where the Company is responsible for maintaining a network of available drivers for customers. For certain customers, the Company provides these services through the use of third-party staffing agencies or by entering into separate agreements with independent contractor drivers. In these instances, the Company has concluded that it controls the services before they are provided to the customer based on the following considerations: 95 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • The Company is primarily responsible to maintain the network of drivers; • The Company determines the specific routes to be completed by the driver including assignment of the driver to specific end users and the routing of each ride; • The Company is responsible for the quality of services and for providing remedies to the customer in the event of any service issues; • Drivers are in contractual privity with the Company (or its subsidiaries or subcontractors), not with the Company’s customers; • The Company determines the price to be paid to the driver independently of any pricing arrangements with the Company’s customer. As a result, the Company is exposed to pricing risk; • The Company is obligated to pay its drivers for hours driven, irrespective of whether the Company is paid by its customer; • In the event of the termination of a subcontractor arrangement or an independent contractor agreement, the Company remains responsible for the promise to the customer to provide a network of available drivers and would engage another subcontractor or contract directly with independent contractor drivers to satisfy that responsibility, incurring pricing risk; and • The Company’s obligation is satisfied only when it maintains and provides the network of available drivers over time rather than when it fulfills each individual ride. This is because the end users (not the customer) determine when rides are needed, and the Company’s obligation is limited to having enough drivers available to satisfy anticipated end user demand within the requirements of the contract. Costs to Obtain Contracts —Sales commissions are capitalized as costs of obtaining a contract when they are incremental and they are expected to be recovered. The Company applies judgment in estimating the amortization period, by taking into consideration customer contract terms, history of renewals, and expected length of customer relationship, as well as useful life of the underlying technology and products. When capitalizing commissions, amortization of sales commission expenses is included in sales and marketing expenses in the accompanying consolidated statements of operations. Cost of Revenue —Cost of revenue consists of the cost of providing certain tech-enabled services to customers such as driver management, fleet management services, and customer support related costs. Cost of revenue also includes personnel costs for the Company’s field operational teams, as well as third-party cloud hosting services, allocated overhead, amortization of capitalized internal-use software, and other direct costs. Research and Development —Research and development costs relate primarily to compensation costs, including stock-based compensation, for employees in engineering, product development and design and data science. Research and development costs are expensed as incurred, unless they qualify as capitalized internal-use software development costs. Sales and Marketing —Sales and marketing expenses primarily consist of personnel-related compensation costs, advertising expenses, and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred, unless they qualify as capitalized costs to obtain contracts. Advertising expenses were $ 8.8 million, $ 5.2 million and $ 4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. General and Administrative —General and administrative expenses include salaries, stock-based compensation expenses, and benefits for employees in the Company’s finance and accounting, legal, human resources, information systems, operations management and other administrative functions. It also includes customer support costs as well as other general expenses (including professional fees and insurance expenses). 401(k) Plan and Other Postemployment Plans —The Company has adopted a 401(k) plan for eligible US employees under the provisions of Section 401(k) of the Internal Revenue Code (IRC or the “Code”). Participants may elect to contribute up to the maximum amount allowable under the IRC. 96 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company, at its discretion, makes matching contributions equal to the greater of 2 % of the participant’s compensation or $ 5,000 . For the years ended December 31, 2025, 2024 and 2023, the Company made 401(k) plan contributions of $ 2.2 million, $ 1.6 million and $ 1.5 million respectively. The Company also contributes to government-sponsored postemployment plans for its non-US employees where required by local laws. Funding requirements for programs required by local laws are determined on an individual country and plan basis and are subject to local country practices and market circumstances. Stock-Based Compensation —The Company accounts for stock-based compensation based on the grant date fair value of equity awards. The Company recognizes compensation expense for the value of its awards based on the straight-line method over the requisite service period of each of the awards. Forfeitures are accounted for when they occur. The aggregate amount of compensation expense that is recognized as of any date is at least equal to the grant date fair value of the vested portion of the award on that date. The grant date fair value of option awards is estimated using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model (OPM). For the years ended December 31, 2025, 2024 and 2023 the assumptions utilized were as follows: Year Ended December 31, 2025 2024 2023 Dividend yield (a) — % — % — % Expected volatility (b) 50 % 60 % 60 % Risk-free interest rate (c) 4.1 - 4.3 % 4.3 - 4.4 % 4.3 % Expected life (d) 6.25 years 6.25 years 6.25 years Fair value of common stock (e) $ 19.82 - 27.97 $ 19.82 $ 15.71 __________ (a) The Company has historically not paid dividends and has no foreseeable plans to pay dividends on any class of its common stock. (b) Since the Company was not traded on any stock exchange market at the applicable grant date, quoted prices of the Company’s common stock was unavailable. In accordance with ASC 718, due to insufficient or no historical data for the Company, the expected volatility determination was based on similar companies’ stock volatility. (c) The risk-free interest rate was based on the yield from US federal reserve rates with an equivalent term. (d) The expected option term represents the period that the Company’s stock options are expected to be outstanding. The Company elected to estimate the expected term as the midpoint between the requisite service period and the contractual term as permitted by ASC 718-10-30-20A. (e) Because there was no public market for the Company’s common stock at the time of issuance, the board of directors, with the assistance of a third-party valuation specialist, determined the common stock fair value based on generally accepted valuation methodologies for the common stock of a privately held company using a market approach with a guideline publicly traded company method. The valuation considered both an IPO scenario on a fully diluted basis and a Going Concern scenario using a Black-Scholes OPM allocation. The grant date fair value of restricted stock units (“RSUs”) that contain service vesting conditions is estimated based on the fair value of the underlying shares on the grant date. The grant date fair value of restricted stock units that contain market based vesting conditions (“PSUs”) is determined using a Monte Carlo valuation model that incorporates the likelihood of meeting the market condition. For the year ended December 31, 2025, the assumptions utilized for valuing PSUs were as follows: Expected volatility 40.0 % Risk-free interest rate 3.8 % Dividend yield — % Income Taxes —The Company is subject to income taxes in the United States and multiple foreign jurisdictions. The Company records a provision for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. 97 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and results of operations. The provision for income taxes includes the effects of any reserves that management believes are appropriate, as well as the related interest and penalties. Management determined there were no uncertain tax positions as of December 31, 2025 and 2024, that would more likely than not be subject to tax by the IRS or other tax authorities. Net Loss Per Share Attributable to Common Stockholders —Basic loss per share is calculated by dividing the net loss attributable to the Company by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. The Company uses the if-converted method for calculating any potential dilutive effect on diluted net loss per share from its convertible instruments. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive. Insurance Payables —The Company utilizes third-party insurance and self-insurance programs to insure costs, including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit. The recorded self-insurance reserves reflect the estimated cost for claims incurred but not paid and claims that have been incurred but not yet reported. The estimate of the Company’s self-insured ultimate obligation utilizes assumptions based on the Company’s historical claim and loss experience, combined with relevant industry claim and loss development factors. To limit exposure to some risks, the Company maintains additional insurance with per-claim and per-incident coverage subject to deductibles, as well as an umbrella policy. The Company cannot predict whether this insurance will be adequate to cover all potential hazards incidental to its business. Reserves are periodically reviewed and adjusted as necessary as experience develops or new information becomes known. However, if an incident results in a claim in excess of the limits of the Company’s umbrella policy coverage, the impact could be material to the Company’s financial position, results of operations, and cash flows. For the years ended December 31, 2025, 2024, and 2023, the Company recorded expenses related to insurance claims of $ 4.5 million, $ 2.7 million and $ 4.5 million, respectively. Expenses related to insurance claims are included within general and administrative expense in the consolidated statements of operations. Loss Contingencies —The Company is involved in legal proceedings, claims, and regulatory, nonincome tax, or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include claims for substantial or indeterminate amounts of damages. The Company records a liability when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss in the accompanying notes to consolidated financial statements. The Company reviews the developments in its contingencies that could affect the amount of the provisions that have been previously recorded and the matters and related reasonably possible losses disclosed. The Company makes adjustments to provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, insurance claims, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on the Company’s assessment of the facts and circumstances at each consolidated balance sheet date and are subject to change based on new information and future events. The outcomes of litigation and other disputes are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. 98 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. ACQUISITIONS Downtowner —On December 12, 2025, the Company acquired Downtowner Transportation LLC and all of its affiliated subsidiaries ("Downtowner") for cash consideration of $ 40.7 million. Downtowner is a transportation technology company specializing in innovative and efficient public transit solutions for destination cities in the United States. The purpose of this acquisition was to expand the Company’s end-to-end platform. In connection with the acquisition of Downtowner, the Company recognized identifiable assets and assumed liabilities based on their respective fair values at the acquisition date. The Company recognized goodwill of $ 26.4 million, intangible assets of $ 13.0 million and other net assets of $ 1.3 million. Goodwill is attributable to the acquired workforce and the expected synergies from the expanded platform. The Company expects that goodwill from this acquisition will be deductible for income tax purposes. The acquired intangible assets are primarily comprised of customer relationships with an estimated fair value of $ 6.8 million and an estimated useful life of 15 years, Downtowner’s developed technology with an estimated fair value of $ 5.0 million and an estimated useful life of 5 years, and the Downtowner tradename with an estimated fair value of $ 1.2 million and an estimated useful life of 5 years. The amounts of revenue and earnings of Downtowner for the period from the acquisition date to December 31, 2025 were not material. Pro forma financial information has not been presented as the impact of pro forma adjustments is not material. Citymapper —On March 15, 2023, the Company acquired Citymapper, Limited (“Citymapper”), a United Kingdom-based journey planning app and transit technology company for total consideration. The purpose of this acquisition was to expand the Company’s end-to-end platform. 99 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the acquisition-date fair value of the purchase price consideration (in thousands): Cash paid $ 40,114 Common stock ( 73,085 shares) 1,148 Series G-1 convertible preferred stock ( 747,261 shares) 31,831 Contingent consideration 849 Fair value of total purchase price consideration $ 73,942 The fair value of the Common stock and Series G-1 convertible preferred stock was estimated based on a contemporaneous valuation performed by an independent valuation firm. The fair value estimate was based on generally acceptable valuation methodologies for the stock of a privately held company using a market approach with a guideline publicly traded company method. The valuation considered both an IPO scenario on a fully diluted basis and a Going Concern scenario using a Black-Scholes OPM allocation. The contingent consideration relates to pre-acquisition research and development tax credits receivable from United Kingdom tax authorities which Via subsequently received and remitted to the sellers. In connection with the acquisition the Company recognized goodwill of $ 52.8 million and intangible assets of $ 18.9 million. Goodwill is attributable to the acquired workforce and the expected synergies from the expanded platform. The Company expects that no goodwill from this acquisition will be deductible for income tax purposes. The acquired intangible assets are primarily comprised of customer relationships with an estimated fair value of $ 9.5 million and an estimated useful life of 15 years. The acquired intangible assets also include Citymapper’s developed technology with an estimated fair value of $ 5.0 million and an estimated useful life of four years , and the Citymapper tradename with an estimated fair value of $ 4.5 million and an estimated useful life of ten years . The amounts of revenue and earnings of Citymapper for the period from the acquisition date to December 31, 2025, were not material. Pro forma financial information has not been presented as the impact of pro forma adjustments is not material. 4. GOODWILL AND INTANGIBLE ASSETS The change in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 was as follows (in thousands): Year Ended December 31, 2025 2024 Balance—beginning of year $ 160,134 $ 161,824 Additions 26,382 — Foreign currency translation 5,789 ( 1,690 ) Balance—end of year $ 192,305 $ 160,134 Intangible assets—net consisted of the following as of December 31, 2025 and 2024 (in thousands, except years): December 31, 2025 Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4 – 5 $ 16,870 $ ( 10,265 ) $ 6,605 Trade names 5 6,992 ( 2,196 ) 4,796 Customer relationships 12 – 15 32,770 ( 8,146 ) 24,624 Total intangible assets $ 56,632 $ ( 20,607 ) $ 36,025 100 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 For the years ended December 31, 2025, 2024 and 2023, the Company recorded amortization expense of $ 4.7 million, $ 5.6 million and $ 4.9 million, respectively. As of December 31, 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 2026 $ 5,558 2027 4,436 2028 4,154 2029 4,154 2030 4,088 Thereafter 13,635 Total remaining amortization $ 36,025 5. 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 years ended December 31, 2025, 2024 and 2023 , the Company recognized revenues of $ 20.6 million, $ 20.4 million and $ 9.5 million, that were included in deferred revenue as of December 31, 2024, 2023 and 2022 , respectively. For the year ended December 31, 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 December 31, 2025, were $ 294.4 million, of which approximately 60 % and 27 % is expected to be recognized as revenue in the years ended December 31, 2026 and 2027, respectively, and the remainder thereafter. The Company had no material obligations related to refunds or warranties as of December 31, 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 years ended December 31, 2025, 2024 and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Revenue by geographic area: United States $ 309,663 $ 221,003 $ 167,558 Germany 83,530 78,527 43,815 All other countries 41,144 38,100 37,481 Total $ 434,337 $ 337,630 $ 248,854 With the exception of the United States and Germany, no country had revenue in any period presented greater than 10% of total consolidated revenue. 101 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 years ended December 31, 2025, 2024 and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Revenue by customer type: Government $ 406,425 $ 311,039 $ 222,266 Commercial 27,912 26,591 26,588 Total $ 434,337 $ 337,630 $ 248,854 The Company had no customers that accounted for greater than 10% of consolidated revenue in the years ended December 31, 2025, 2024 and 2023 . Capitalized Commissions —As of December 31, 2025 and 2024, capitalized commissions of $ 0.8 million and $ 0.9 million, respectively, are included in prepaid expenses and other current assets in the consolidated balance sheets. As of December 31, 2025 and 2024, the noncurrent portion of capitalized commissions of $ 0.7 million and $ 0.9 million, respectively, is included in other noncurrent assets in the consolidated balance sheets. Amortization of sales commission expenses included in sales and marketing was $ 3.0 million, $ 2.7 million and $ 3.1 million for the years ended December 31, 2025, 2024 and 2023 , respectively. 6. OTHER INCOME (EXPENSE) The following table presents the components of other income (expense) for the years ended December 31, 2025, 2024 and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Revaluation of warrants liability $ 2,273 $ ( 4,500 ) $ ( 1,738 ) Revaluation of convertible notes embedded derivative feature ( 9,312 ) ( 370 ) — Employee retention credit 2,483 1,857 — Foreign currency transaction gain 475 326 ( 1,528 ) Other ( 123 ) 17 ( 374 ) Total other income (expense) $ ( 4,204 ) $ ( 2,670 ) $ ( 3,640 ) 7. FAIR VALUE MEASUREMENT The following tables present the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis and indicates the fair value hierarchy of the valuation as of December 31, 2025 and 2024 (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents Money market funds $ 236,425 $ — $ — $ 236,425 Certificates of deposit — 8,000 — 8,000 Total $ 236,425 $ 8,000 $ — $ 244,425 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 year ended December 31, 2025, as further described below. 102 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Balance—beginning of year $ 7,220 $ 2,720 Change in fair value during the period, recognized in other income (expense)—net ( 2,273 ) 4,500 Fair value of warrants exercised ( 4,947 ) — Balance—end of year $ — $ 7,220 Convertible notes’ embedded derivative feature —At various dates from October 2024 through February 2025 the Company issued convertible notes for total consideration of $ 50.0 million. The convertible notes had 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 the Company’s Class A common stock in connection with the Company’s IPO and the embedded derivative feature was reclassified into equity. The following table sets forth a summary of the changes in the estimated fair value of the embedded derivative feature during the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Balance—beginning of year $ 11,599 $ — Fair value recognized on issuance of convertible notes 1,940 11,229 Change in fair value during the period, recognized in other income (expense)—net 9,312 370 Reclassification to equity in connection with initial public offering ( 22,851 ) — Balance—end of year $ — $ 11,599 The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2025 and 2024. 8. PROPERTY AND EQUIPMENT Property and equipment—net as of December 31, 2025 and 2024, consisted of the following (in thousands): December 31, 2025 December 31, 2024 Office furniture and equipment $ 2,085 $ 1,655 Computers and software 7,824 6,917 Leasehold improvements 1,113 1,098 Capitalized internal-use software 18,656 14,319 Total 29,678 23,989 Less accumulated depreciation and amortization ( 16,283 ) ( 12,800 ) Property and equipment—net $ 13,395 $ 11,189 Depreciation and amortization expense of property and equipment for the years ended December 31, 2025, 2024 and 2023 , amounted to $ 3.9 million, $ 3.5 million and $ 3.1 million, respectively. 103 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of December 31, 2025 and 2024, consisted of the following (in thousands): December 31, 2025 December 31, 2024 Accrued expenses $ 23,266 $ 17,843 Accrued taxes 1,620 1,502 $ 24,886 $ 19,345 10. 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. On February 20, 2024, the Company drew down $ 40.0 million on the revolving line of credit as a SOFR loan. As of December 31, 2024, SOFR Loans of $ 35.0 million were outstanding. For the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 1.8 million and $ 2.7 million, respectively, in relation to the revolving line of credit. In November 2025, the Company repaid in full the SOFR Loans balance outstanding. The Company had letters of credit outstanding under the letter of credit subfacility of $ 13.8 million as of December 31, 2025. As of December 31, 2025, the Company had $ 86.2 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 December 31, 2025, the Company was in compliance with all financial covenants. 11. 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 had 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 104 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 following table presents the carrying value of the Company’s convertible notes as of December 31, 2024 (in thousands): Principal value $ 42,500 Unamortized discount ( 10,465 ) $ 32,035 The contractual interest expense amounted to $ 2.8 million and $ 0.5 million for the years ended December 31, 2025 and 2024, respectfully. The amortization of the discount related to the issuance date fair value of the embedded derivative feature amounted to $ 4.8 million and $ 0.8 million for the years ended December 31, 2025 and 2024, 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 years ended December 31, 2025 and 2024. On September 15, 2025, immediately prior to the closing of the 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 $ 9.3 million and $ 0.4 million for the years ended December 31, 2025 and 2024, 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. 12. 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 $ 13.9 million as of December 31, 2025, which is primarily comprised of letters of credit outstanding under the letter of credit subfacility of the Credit Agreement. 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. 105 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. LEASES The Company leases facilities and vehicles under noncancelable operating leases with various expiration dates through 2030. Rent expense for operating leases was $ 11.4 million, $ 8.9 million and $ 6.3 million, for the years ended December 31, 2025, 2024 and 2023 , respectively. The components of operating lease expense for the years ended December 31, 2025, 2024 and 2023 , are shown in the table below (in thousands): Year Ended December 31, 2025 2024 2023 Operating lease expense $ 10,488 $ 7,735 $ 5,446 Short-term lease expense 756 852 418 Variable lease expense 142 279 452 Total $ 11,386 $ 8,866 $ 6,316 Rental income was immaterial for the years ended December 31, 2025, 2024 and 2023 . Supplemental cash flow information and noncash activity related to the Company’s operating leases for the years ended December 31, 2025, 2024 and 2023 , were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,655 $ 8,096 $ 3,851 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 13,018 $ 4,608 $ 17,254 Weighted-average remaining lease term and discount rate for the Company’s operating leases as of December 31, 2025 and 2024, were as follows: December 31, 2025 December 31, 2024 Weighted-average remaining lease term (years) 2.3 2.7 Weighted-average discount rate 8.5 % 8.3 % The Company’s future commitments as of December 31, 2025, are as follows (in thousands): Years Ending December 31, Operating Leases 2026 $ 10,866 2027 6,279 2028 2,652 2029 823 2030 290 Thereafter — Total lease payments 20,910 Less imputed interest ( 1,784 ) Lease liability—at present value $ 19,126 106 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. CONVERTIBLE PREFERRED STOCK The authorized, issued, and outstanding shares; issue price and conversion price per share; aggregate liquidation preference; and carrying value of the Company’s convertible preferred stock as of December 31, 2024, were as follows (in thousands, except for share and per share data): Series Shares Authorized Shares Issued and Outstanding Issue Price per Share Conversion Price per Share Liquidation Preference Carrying Value Series A 6,546,322 6,546,322 $ 1.97 $ 1.97 $ 12,928 $ 11,657 Series B 6,110,013 6,110,013 4.39 4.39 26,815 26,750 Series C 9,409,496 9,409,496 10.73 10.73 100,995 100,881 Series D 13,104,433 13,104,433 20.49 20.49 268,548 264,606 Series E 15,043,996 14,048,794 34.76 34.76 488,404 489,993 Series F 1,453,442 1,453,442 41.28 41.28 60,000 59,851 Series G 2,856,659 2,856,654 45.51 45.51 130,000 128,673 Series G-1 5,144,860 2,525,739 45.51 45.51 114,941 112,647 Total 59,669,221 56,054,893 $ 1,202,631 $ 1,195,058 Immediately prior to the completion of the IPO, all of the Company’s then-outstanding shares of convertible preferred stock were automatically converted into 56,630,188 shares of the Company’s 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. 15. 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— The Charter authorizes 10,000,000 shares of undesignated preferred stock. The board of directors of the Company 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. 16. 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 107 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 year ended December 31, 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 ( 1,623,520 ) 8.50 Forfeited ( 279,743 ) 17.59 Expired ( 106,183 ) 18.41 Outstanding—December 31, 2025 9,303,581 13.92 6.26 140,360 Exercisable—December 31, 2025 7,233,403 The weighted-average grant-date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 , was $ 16.69 , $ 12.01 and $ 9.52 , respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024 and 2023 was $ 50.9 million, $ 3.0 million and $ 4.3 million, respectively. 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. RSUs— Under the 2025 Omnibus Incentive Plan, the Company issues 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 year ended December 31, 2025: Number of RSUs Weighted-Average Grant Date Fair Value Unvested—December 31, 2024 — $ — Granted 2,528,026 43.87 Vested ( 247 ) 46.00 Forfeited ( 8,789 ) 46.00 Unvested—December 31, 2025 2,518,990 43.87 PSUs— On September 11, 2025, the Company’s board of directors approved a grant to the CEO and CFO of stock price-based 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 effectiveness of the Company’s IPO registration statement. 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 weighted-average grant date fair value per share of the PSUs was $ 20.23 . All PSUs were outstanding as of December 31, 2025, as none have vested or been cancelled. 108 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 years ended December 31, 2025, 2024 and 2023 , is shown in the following table (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 200 $ 227 $ 185 Research and development 8,577 6,583 4,959 Sales and marketing 7,121 4,023 3,134 General and administrative 14,443 10,393 4,848 Total $ 30,341 $ 21,226 $ 13,126 As of December 31, 2025, there was $ 172.3 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 3.9 years. 17. INCOME TAXES The US and foreign components of loss before provision for income taxes for the years ended December 31, 2025, 2024 and 2023 , are as follows (in thousands): Year Ended December 31, 2025 2024 2023 United States $ ( 89,164 ) $ ( 78,238 ) $ ( 101,535 ) Foreign ( 4,676 ) ( 10,424 ) ( 13,614 ) Loss before provision for income taxes $ ( 93,840 ) $ ( 88,662 ) $ ( 115,149 ) The components of the provision for income taxes for the years ended December 31, 2025, 2024 and 2023 , are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Current: Federal $ — $ — $ — State 243 169 148 Foreign 1,685 1,499 1,500 Total current tax expense 1,928 1,668 1,648 Deferred: Federal — — — State — — — Foreign 593 222 167 Total deferred tax benefit 593 222 167 Total provision for income taxes $ 2,521 $ 1,890 $ 1,815 109 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2025, 2024 and 2023 : Year Ended December 31, 2025 2024 2023 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income tax expense ( 0.2 ) ( 0.2 ) ( 0.1 ) Foreign rate differential ( 2.0 ) 0.9 0.6 Derivatives revaluation ( 4.0 ) ( 1.1 ) ( 0.3 ) Stock-based compensation ( 2.1 ) ( 4.1 ) ( 1.6 ) Other nondeductible expenses ( 1.1 ) ( 1.7 ) ( 0.9 ) Valuation allowance ( 14.0 ) ( 18.2 ) ( 20.7 ) Other—net ( 0.3 ) 1.3 0.4 Effective income tax rate ( 2.7 ) % ( 2.1 ) % ( 1.6 ) % The components of deferred tax assets and liabilities as of December 31, 2025 and 2024, are as follows (in thousands): December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 266,042 $ 259,111 Accruals and reserves 3,230 2,810 Capitalized research and development costs 60,295 49,414 Stock-based compensation 5,011 3,559 Tax deductible goodwill 765 — Other 3,599 1,750 Total deferred tax assets 338,942 316,644 Less valuation allowance ( 327,554 ) ( 307,181 ) Total deferred tax assets—net of valuation allowance 11,388 9,463 Deferred tax liabilities: Intangibles ( 6,766 ) ( 6,844 ) Other ( 4,093 ) ( 2,218 ) Total deferred tax liabilities ( 10,859 ) ( 9,062 ) Net deferred tax assets $ 529 $ 401 Based on available evidence, management believes it is not more likely than not that the net deferred tax assets will be fully realizable. As such, the Company has recorded a valuation allowance against net deferred tax assets in all jurisdictions, except for jurisdictions where the Company has historically generated taxable income. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences, and tax planning strategies by jurisdiction. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company had a valuation allowance against net deferred tax assets of $ 327.6 million and $ 307.2 million as of December 31, 2025 and 2024, respectively. The valuation allowance changed by $ 20.4 million and $ 16.4 million during the years ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the change in the valuation allowance was primarily attributable to an increase in the amount of net operating loss (NOL) carryforwards and research and development capitalization, which the Company does not expect to recover. As of December 31, 2025, the Company had US federal NOL carryforwards of $ 704.2 million, of which $ 171.1 million were generated prior to the enactment of the 2017 Tax Cuts and Jobs Act (“TCJA”), and therefore would begin to expire in 2035, and $ 533.1 million that have an unlimited carryover period. As of December 31, 2025, the Company had US state NOL carryforwards of $ 1.09 billion that begin to expire in 2027. 110 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2025, the Company had foreign NOL carryforwards of $ 5.2 million that begin to expire in 2030 and $ 226.5 million that have an unlimited carryover period. As of December 31, 2025, the Company did not have any tax credit carryforwards. Under Section 382 of the Internal Revenue Code, the Company’s ability to utilize NOL carryforwards or other tax attributes in any taxable year may be limited if it experiences an ownership change. The most recent formal Section 382 study was completed as of December 31, 2021, and concluded that the last ownership change for Section 382 purposes was in 2020. The Company has not completed any subsequent formal Section 382 study. As any limitation imposed by section 382 to a non-indefinite tax attribute would result in a corresponding offsetting change in the valuation allowance for U.S. federal and state purposes, no impact of the effective tax rate would be required. The Company is subject to taxation in the US and various state and foreign jurisdictions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the extent utilized in a future period. As of December 31, 2025, due to the NOLs generated, all the years remain open to examination by the US federal, state and foreign tax authorities. The IRS is examining the 2022 tax year for US federal purposes. There have been no examinations of the Company’s US state income tax returns. The Company has not provided US income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2025 and 2024, because it intends to permanently reinvest such earnings outside of the United States. If these foreign earnings were to be repatriated in the future, the related US tax liability will be immaterial, due to the participation exemption put in place under the TCJA. The Company’s policy is to recognize interest and penalties associated with uncertain tax positions as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. As of and for the year ended December 31, 2025, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. As of December 31, 2025, the Company does not have any uncertain tax positions. 18 . NET LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share amounts): Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 96,361 ) $ ( 90,552 ) $ ( 116,964 ) less: net loss attributable to non-controlling interest — ( 271 ) ( 278 ) Net loss attributable to common stockholders $ ( 96,361 ) $ ( 90,281 ) $ ( 116,686 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 32,949,511 12,525,706 12,155,670 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 2.92 ) $ ( 7.21 ) $ ( 9.60 ) 111 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2025, 2024 and 2023: December 31, 2025 December 31, 2024 December 31, 2023 Convertible preferred stock — 56,054,893 56,054,893 Warrants to purchase Series E convertible preferred stock — 575,295 575,295 Convertible notes — 1,266,092 — Stock options 9,303,581 10,800,927 8,521,063 RSUs 2,518,990 — — PSUs 2,486,727 — — Total 14,309,298 68,697,207 65,151,251 19. 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. The following tables provide information about the Company’s revenue and net loss by reportable segment (in thousands): Year Ended December 31, 2025 2024 2023 Revenue Total segment revenue (Platform) $ 434,337 $ 330,841 $ 237,315 Other (1) — 6,789 11,539 Consolidated revenue $ 434,337 $ 337,630 $ 248,854 ____________ (1) Other revenue consists of revenue from a legacy operational contract in a former operating segment, which terminated in June 2024. 112 Table of Contents VIA TRANSPORTATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, Significant segment expenses 2025 2024 2023 Platform revenue $ 434,337 $ 330,841 $ 237,315 Cost of revenue (1) ( 262,537 ) ( 201,171 ) ( 138,457 ) Research and development (1) ( 92,352 ) ( 88,987 ) ( 95,833 ) Sales and marketing ( 67,423 ) ( 55,421 ) ( 53,662 ) General and administrative (1) ( 88,641 ) ( 69,351 ) ( 62,630 ) Interest income 5,272 2,195 3,599 Interest expense ( 7,343 ) ( 4,291 ) ( 653 ) Loss on extinguishment of convertible notes ( 10,949 ) — — Provision for income taxes ( 2,521 ) ( 1,890 ) ( 1,815 ) Other segment items (2) ( 4,204 ) ( 2,670 ) ( 3,640 ) Platform net loss $ ( 96,361 ) $ ( 90,745 ) $ ( 115,776 ) _______________ (1) Includes depreciation and amortization expense as follows: Year Ended December 31, 2025 2024 2023 Cost of revenue $ 3,858 $ 4,037 $ 3,696 Research and development 513 794 746 General and administrative 4,158 4,295 3,578 Total $ 8,529 $ 9,126 $ 8,020 (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. Year Ended December 31, Reconciliation of net loss 2025 2024 2023 Platform net loss $ ( 96,361 ) $ ( 90,745 ) $ ( 115,776 ) Other net income (loss) — 193 ( 1,188 ) Consolidated net loss $ ( 96,361 ) $ ( 90,552 ) $ ( 116,964 ) The following table presents information about long-lived assets by geographic area as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 United States $ 19,804 $ 13,441 All other countries 11,910 12,941 Total $ 31,714 $ 26,382 113 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.