Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(1) Disclosure in Lieu of Reporting on a Current Report on Form 8-K.
None.
(2) Insider Trading Arrangements and Policies.
During the fiscal quarter ended December 31, 2025, no director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as the terms are defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
114
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item (other than as set forth below) will be included in the proxy statement for our 2026 annual meeting of stockholders (the “2026 Proxy Statement”) to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website at investors.ridewithvia.com. In addition, we intend to post on our website all disclosures that are required by law or the rules of NYSE concerning any amendments to, or waivers from, any provision of the code. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K and you should not consider information on our website to be part of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.
115
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Financial statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
All financial schedules have been omitted because the required information is either presented in the consolidated financial statements filed as part of this Annual Report on Form 10-K or the notes thereto or is not applicable or required.
(3) Exhibits
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
116
Table of Contents
Exhibit Index
Incorporation by Reference
Exhibit
No.
Description
Form
File Number
Exhibit Filing Date
Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of Via Transportation, Inc.
S-8
333-290556
4.1
September 26, 2025
3.2
Amended and Restated Bylaws of Via Transportation, Inc.
S-8
333-290556 4.2
September 26, 2025
4.1 Registration Rights Agreement, dated as of September 15, 2025 by and among Via Transportation, Inc. and certain investors.
10-Q
001-42841 4.1 November 14, 2025
4.2
D escription of R egistrant ’ s S ecurities
X
10.1
Voting and Support Agreement by and among Via Transportation, Inc., Exor N.V. and Daniel Ramot.
S-1
333-289624 10.1
August 15, 2025
10.2
Form of Indemnification Agreement.
S-1
333-289624 10.2
August 15, 2025
10.3 †
Via Transportation, Inc. 2012 Equity Incentive Plan
S-1
333-289624 10.4
August 15, 2025
10.4 †
Form of Stock Option Agreement under Via Transportation, Inc. 2012 Equity Incentive Plan.
S-1
333-289624 10.5
August 15, 2025
10.5 †
Via Transportation, Inc. 2018 Equity Incentive Plan.
S-1
333-289624 10.6
August 15, 2025
10.6 †
Form of Stock Option Agreement under Via Transportation, Inc. 2018 Equity Incentive Plan.
S-1
333-289624 10.7
August 15, 2025
10.7 †
Via Transportation, Inc. 2025 Omnibus Incentive Plan.
S-8
333-290556 99.5
September 26, 2025
10.8 †
Form of Restricted Stock Unit Agreement under Via Transportation, Inc. 2025 Omnibus Incentive Plan.
S-1
333-289624 10.9
August 15, 2025
10.9 †
Employment Agreement with Daniel Ramot.
S-1
333-289624 10.10
August 15, 2025
10.10 †
Employment Agreement with Clara Fain.
S-1
333-289624 10.11
August 15, 2025
10.11 †
Employment Agreement with Erin H. Abrams.
S-1
333-289624 10.12
August 15, 2025
10.12 †
Via Transportation, Inc. Change-in-Control and Severance Plan.
S-1/A
333-289624
10.13
September 3, 2025
10.13
Form of Founder Share Exchange Agreement between Via Transportation, Inc., Daniel Ramot and Green Spaces Grantor Retained Annuity Trust No. 1.
S-1
333-289624 10.14
August 15, 2025
10.14
Form of Equity Award Exchange Agreement between Via Transportation, Inc. and Daniel Ramot.
S-1
333-289624 10.15
August 15, 2025
10.15
Amended and Restated Credit Agreement, dated as of April 26, 2023, by and among Via Transportation, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, HSBC Ventures USA Inc. and the other lenders party thereto.
S-1
333-289624 10.16
August 15, 2025
10.16
First Amendment to Amended and Restated Credit Agreement, dated as of March 28, 2025, by and among Via Transportation, Inc., Wells Fargo Bank, National Association and the other lenders party thereto.
S-1
333-289624 10.17
August 15, 2025
117
Table of Contents
19.1
Insider Trading Polic ies & Procedures
X
21.1
L ist o f Subsidiaries
X
23.1
C onsent of Deloitte & Touche LLP
X
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 P olicy Relating to Recovery of Erroneously Awarded Compensation
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover Page formatted as Inline XBRL and contained in Exhibit 101
X
† Indicates a management contract or compensatory plan.
* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
118
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Via Transportation, Inc.
By:
/s/ Daniel Ramot
Dated: March 6, 2026
Name: Daniel Ramot
Title: Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
119
Table of Contents
Via Transportation, Inc.
By:
/s/ Daniel Ramot
Dated: March 6, 2026
Name: Daniel Ramot
Title: Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ Clara Fain
Dated: March 6, 2026
Name: Clara Fain
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
By:
/s/ Arnon Dinur
Dated: March 6, 2026
Name: Arnon Dinur
Title: Director
By:
/s/ William Nix
Dated: March 6, 2026
Name: William Nix
Title: Director
By:
/s/ Nechemia Peres
Dated: March 6, 2026
Name: Nechemia Peres
Title: Director
By:
/s/ Charles H. Rivkin
Dated: March 6, 2026
Name: Charles H. Rivkin
Title: Director
By:
/s/ Sarah E. Smith
Dated: March 6, 2026
Name: Sarah E. Smith
Title: Director
By:
/s/ Guido de Boer
Dated: March 6, 2026
Name: Guido de Boer
Title: Director
120