Via Transportation, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

(1)The share amounts listed above combine Class A common stock and Class B common stock. Refer to Note 12 for more information.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Via Transportation, Inc. (“Via” or the “Company”) was incorporated in the United States on May 29, 2012, under Delaware law. The Company builds innovative software and powers highly efficient operations that enable its customers to transform their legacy transportation systems into smart, data-driven, technology-enabled networks. Using Via’s software, customers achieve a greatly enhanced level of visibility and control over their operations, simultaneously lowering operating costs and delivering better transportation outcomes for riders.

Since Via’s founding in 2012, Via has built a suite of software and tech-enabled operational services designed to allow its customers—cities, transit agencies, transport operators, school districts, universities, and corporations—to manage every aspect of public transportation. Via offers solutions for end-to-end transit networks, transit planning and scheduling, microtransit, paratransit, school bus transportation and integrated trip planning. Via’s end to end hosted platform allows for the integration of multiple transportation modes into a single unified network.

2. Significant Accounting Policies

Basis of Presentation—The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the results of Via and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future year. The condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026 (the “Annual Report”).

There were no significant changes to the Company’s significant accounting policies disclosed in Note 2 – Significant Accounting Policies of our audited consolidated financial statements for the year ended December 31, 2025 included in the Annual Report.

Use of Estimates—The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates, judgments, and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made.

These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates, judgments, and assumptions include, but are not limited to, revenue recognition, stock-based compensation, including the fair value of common stock underlying the Company’s equity awards, and the valuation of assets and liabilities acquired in business combinations. Actual results could differ from those estimates.

Acquisition of noncontrolling interest in Via Japan—In February 2025 the Company acquired the noncontrolling stockholders’ share in Via Mobility Japan K.K. (“Via Japan”) for 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.

Recently Issued Accounting Pronouncements Not Yet Adopted—In March 2024, the Financial Accounting Standards Board (“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

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, and interim periods in the year beginning January 1, 2028. 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.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for the Company in the fiscal year beginning January 1, 2028. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

3. Goodwill and Intangible Assets

The change in the carrying amount of goodwill for the three months ended March 31, 2026 was as follows (in thousands):

Intangible assets—net consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands, except years):

For the three months ended March 31, 2026 and 2025, the Company recorded amortization expense of$1.4 millionand$1.3 million, respectively.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, future amortization of intangible assets that will be recorded in cost of revenue and general and administrative expenses is estimated as follows (in thousands):

4. Revenue

Contract Balances—The Company’s contract liabilities consist of deferred revenue. Deferred revenue includes amounts received from customers but not recognized as revenue as service has not yet been rendered.

For the three months ended March 31, 2026, the Company recognized revenues of $13.4 million that were included in deferred revenue as of December 31, 2025.

For the three months ended March 31, 2026, the amount of revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods wasimmaterial.

Remaining Performance Obligations as of March 31, 2026, were $275.5 million, of which approximately 55% and 30% is expected to be recognized as revenue in the remainder of 2026 and 2027, respectively, and the remainder thereafter.

The Company had no material obligations related to refunds or warranties as of March 31, 2026.

Revenue by Geography—Revenue by geography is based on where the service was provided. The following table sets forth revenue by geographic area for the three months ended March 31, 2026 and 2025 (in thousands):

With the exception of the United States and Germany, no country had revenue in any period presented greater than 10% of total consolidated revenue.

Revenue by Customer Type—The following table sets forth revenue disaggregated by end-customer type between government entities (which include cities, transit agencies, and school districts) and commercial entities for the three months ended March 31, 2026 and 2025 (in thousands):

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had no customers that accounted for greater than 10% of consolidated revenue in the three months ended March 31, 2026 and 2025.

Capitalized Commissions—As of March 31, 2026 and December 31, 2025, capitalized commissions of $0.9 million and $0.8 million, respectively, are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, the noncurrent portion of capitalized commissions of $0.6 million and $0.7 million, respectively, is included in other noncurrent assets in the condensed consolidated balance sheets. Amortization of sales commission expenses included in sales and marketing was $0.9 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.

5. Other Income (Expense)

The following table presents the components of other income (expense) for the three months ended March 31, 2026 and 2025 (in thousands):

6. Fair Value Measurement

The following table presents the Company’s liabilities measured at fair value on a recurring and nonrecurring basis and indicates the fair value hierarchy of the valuation as of March 31, 2026 and December 31, 2025 (in thousands):

The Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2026.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. Property and Equipment

Property and equipment—net as of March 31, 2026 and December 31, 2025, consisted of the following (in thousands):

Depreciation and amortization expense of property and equipment for the three months ended March 31, 2026 and 2025, amounted to $1.0 million and $1.0 million, respectively.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2026 and December 31, 2025, consisted of the following (in thousands):

9. Line of Credit Agreement

In March 2025, the Company entered into amended and restated terms for a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, HSBC, and the other lenders party thereto. The Credit Agreement provides a revolving line of credit of up to $100 million, including a letter of credit subfacility in the aggregate amount of $30 million, and a swingline subfacility in the aggregate amount of $5 million. The Company also has the option to request an incremental facility of up to an additional $25 million from one or more of the lenders under the Credit Agreement. The Credit Agreement has a maturity date of April 26, 2028.

Under the terms of the Credit Agreement, the Company can elect for revolving loans to be either Base Rate Loans or SOFR Loans. Base Rate Loans incur interest at the highest of (a) the Prime Rate plus 1.75%, (b) the Federal Funds Rate plus 2.25%, and (c) the secured overnight financing rate (“SOFR”) for a tenor of one month plus 2.85%. SOFR Loans incur interest at SOFR for a tenor comparable to the applicable interest period plus 2.85%. The Company is charged a commitment fee of 0.325% for committed but unused amounts.

For the three months ended March 31, 2025 the Company recognized interest expense of $0.6 million in relation to the revolving line of credit. In November 2025, the Company repaid in full the SOFR Loans balance outstanding, andno amount remains outstanding as of March 31, 2026.

The Company had letters of credit outstanding and committed under the letter of credit subfacility of $20.6 million as of March 31, 2026.

As of March 31, 2026, the Company had $79.4 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 March 31, 2026, the Company was in compliance with all financial covenants.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Convertible Notes

At various dates from October 2024 through February 2025, the Company executed convertible note agreements with certain lenders for an aggregate principal amount and net proceeds of $50.0 million. The notes 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 initial public offering (“IPO”) at a 30% discount to the IPO price. The Company evaluated the features of the convertible notes and concluded that multiple features met all the embedded derivative criteria in ASC 815, Derivatives and Hedging, and therefore, should be bifurcated from the notes and accounted for on a bundled basis as a single compound embedded derivative feature.

The embedded derivative feature was recorded at the fair value on the respective dates of issuance. The fair value of the embedded derivative feature is remeasured each reporting period and the change in the fair value is recorded in other income (expense).

The contractual interest expense amounted to $1.0 million for the three months ended March 31, 2025. The amortization of the discount related to the issuance date fair value of the embedded derivative feature amounted to $1.6 million for the three months ended March 31, 2025, and was recorded as part of interest expense in the consolidated statements of operations under the effective interest rate method. The effective interest rate on the convertible notes was 17.3% for the three months ended March 31, 2025.

On September 15, 2025, immediately prior to the closing of the Company’s 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.

11. Commitments and Contingencies

Letters of Credit—The Company is required to maintain letters of credit to meet the requirements of various lease agreements, customer contracts and insurance policies entered into by the Company. The Company had outstanding and committed letters of credit of $20.8 million as of March 31, 2026, which is primarily comprised of letters of credit under 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.

12. Stockholders' Equity (Deficit)

Class A, Class B, and Class C Common Stock—In accordance with the Company’s certificate of incorporation (the “Charter”), the Company hasthree 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 toone vote. Each share of Class B common stock entitles the holder to 10 votes and is convertible, at the option of the holder, intoone share of Class A common stock. Each share of Class C

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

common stock entitles the holder tono voting rights and will convert intoone share of Class A common stock following the conversion of all outstanding shares of Class B common stock into shares of Class A common stock.

Preferred Stock—Immediately prior to the completion of the Company’s IPO, all of the Company’s outstanding shares of convertible preferred stock were automatically converted into 56,630,188 shares of the Company’s Class A common stock.

The Charter authorizes 10,000,000 shares of undesignated preferred stock. Our board of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock.

13. Stock Based Compensation

Stock Options—On May 29, 2012, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2012 Plan”). On June 13, 2018, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2018 Plan”). Options granted under the 2012 Plan and 2018 Plan expire 10 years from the date of grant, unless otherwise determined in the award agreement. The options generally vest over a period offour years, unless otherwise decided by the Company’s board of directors. In conjunction with the Company’s IPO the 2012 Plan and 2018 Plan were replaced with the 2025 Omnibus Incentive Plan discussed below. Any awards granted under the 2012 Plan and 2018 Plan prior to the Company’s IPO remain in effect pursuant to their terms.

The following is a summary of the Company’s stock option activity for the three months ended March 31, 2026:

The total intrinsic value of stock options exercised for the three months ended March 31, 2026 was $1.3 million.

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 restricted stock units (“RSUs”) subject to a service-based vesting condition. The RSUs generally vest over a period of either three or four years, unless otherwise decided by the Company’s board of directors. RSUs issued to non-employee members of the Company’s board of directors vest over a 15-month period.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table is a summary of the Company’s RSU activity for the three months ended March 31, 2026:

PSUs—On September 11, 2025, the Company’s board of directors approved a grant to the Chief Executive Officer and Chief Financial Officer of stock price-based restricted stock units (also called performance-based restricted stock units or “PSUs”) with respect to 2,051,945 and 434,782 shares of Class A common stock, respectively. The vesting of the PSUs is conditioned on satisfaction of certain service-based and stock price-based vesting conditions, with a performance period ofseven years from the effectiveness of the IPO. The stock price-based vesting conditions are comprised ofseven 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 March 31, 2026, as none have vested or been cancelled.

Stock Based Compensation Expense—The stock-based compensation expense recognized in the consolidated statements of operations for services received from employees and nonemployees for the three months ended March 31, 2026 and 2025, is shown in the following tables (in thousands):

As of March 31, 2026, there was $163.1 million of unamortized stock-based compensation costs related to all unvested awards, which is expected to be recognized over a weighted-average period ofapproximately 3.7 years.

14. Income Taxes

The Company calculates the provision for income taxes in interim periods by applying an estimated annual effective tax rate to income (loss) before income taxes and by calculating the tax effect of discrete items recognized during the period. The Company recorded a provision for income taxes of $0.6 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively.

The provision for income taxes differed from applying the U.S. federal statutory rate to the Company’s loss before income taxes primarily due to the effects of valuation allowances.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, the Company continues to maintain a full valuation allowance on deferred tax assets in all jurisdictions, except for jurisdictions where the Company has determined it is more likely than not that those deferred tax assets will be realizable.

15. Net Loss Per Share

The following table sets forth the computation of basic and diluted loss per share for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share amounts):

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 March 31, 2026 and 2025: