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Via Transportation, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

VIA$44.65+4.9%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,2026December 31,2025
Assets
Current assets:
Cash and cash equivalents$335,915$370,914
Accounts receivable—net of allowance of $20 and $24 as of June 30, 2026 and December 31, 2025, respectively104,67981,572
Prepaid expenses and other current assets17,61217,065
Total current assets458,206469,551
Noncurrent assets:
Restricted cash and cash equivalents1,3011,171
Property and equipment—net16,05113,395
Operating lease right-of-use assets17,08518,319
Deferred tax assets401529
Intangible assets—net32,97136,025
Goodwill190,720192,305
Other noncurrent assets1,6141,800
Total noncurrent assets260,143263,544
Total assets$718,349$733,095
See notes to condensed consolidated financial statements.(Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,2026December 31,2025
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$6,039$4,427
Accrued expenses and other current liabilities23,85924,886
Operating lease liabilities9,8299,749
Deferred revenue22,81026,893
Insurance payables15,32915,144
Accrued compensation and benefits12,93013,136
Total current liabilities90,79694,235
Noncurrent liabilities:
Operating lease liabilities8,1969,378
Deferred revenue1,0481,746
Total noncurrent liabilities9,24411,124
Total liabilities100,040105,359
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock, $0.00001 par value—10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025.——
Class A common stock, $0.00001 par value—1,000,000,000 shares authorized as of June 30, 2026 and December 31, 2025. 77,598,173 and 77,276,675 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.11
Class B common stock, $0.00001 par value—5,808,291 shares authorized, 3,846,183 shares issued and outstanding as of June 30, 2026 and December 31, 2025.——
Class C common stock, $0.00001 par value—200,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025.——
Additional paid-in capital1,844,6141,811,349
Accumulated other comprehensive income (loss)4,7157,702
Accumulated deficit(1,231,021)(1,191,316)
Total stockholders’ equity618,309627,736
Total liabilities and stockholders' equity$718,349$733,095
See notes to condensed consolidated financial statements.(Concluded)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months EndedJune 30,Six Months EndedJune 30,
2026202520262025
Revenue$135,707$107,133$263,141$205,775
Cost of revenue80,10165,182157,480124,014
Gross profit55,60641,951105,66181,761
Operating expenses:
Research and development26,10822,73750,63644,083
Sales and marketing21,14215,97341,63231,175
General and administrative30,11019,35158,73139,837
Total operating expenses77,36058,061150,999115,095
Operating loss(21,754)(16,110)(45,338)(33,334)
Interest income2,7994875,5781,054
Interest expense(282)(2,419)(511)(4,825)
Other income (expense)—net(154)(2,307)1,2881,211
Loss before provision for income taxes(19,391)(20,349)(38,983)(35,894)
Provision for income taxes(165)(872)(722)(1,644)
Net loss(19,556)(21,221)(39,705)(37,538)
Basic and diluted net loss per share:
Net loss per share—basic and diluted$(0.24)$(1.65)$(0.49)$(2.93)
Weighted average shares of common stock outstanding used in computing net loss per share—basic and diluted81,337,20512,833,30681,257,58212,793,403

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months EndedJune 30,Six Months EndedJune 30,
2026202520262025
Net loss$(19,556)$(21,221)$(39,705)$(37,538)
Other comprehensive income (loss):
Foreign currency translation adjustments(88)7,048(2,109)10,380
Loss on cash flow hedges(878)—(878)—
Other comprehensive income (loss)(966)7,048(2,987)10,380
Comprehensive loss$(20,522)$(14,173)$(42,692)$(27,158)

CONDENSED 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—March 31, 2026—$—81,261,165$1$1,827,909$5,681$(1,211,465)$—$622,126
Exercise of options——97,833—695———695
Vesting of restricted stock units——85,358——————
Stock-based compensation————16,010———16,010
Other comprehensive loss—————(966)——(966)
Net loss——————(19,556)—(19,556)
Balance—June 30, 2026——81,444,356$1$1,844,614$4,715$(1,231,021)$—$618,309
Convertible Preferred Stock · Common Stock · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Accumulated Deficit · Noncontrolling Interest · Total Stockholders’ Equity (Deficit)
Shares · Amount · Shares · Amount
Balance—March 31, 202556,630,188$1,220,00512,793,437$—$114,055$1,748$(1,111,272)$—$(995,469)
Exercise of options——142,309—1,374———1,374
Stock-based compensation————4,662———4,662
Other comprehensive income—————7,048——7,048
Net loss——————(21,221)—(21,221)
Balance—June 30, 202556,630,188$1,220,00512,935,746$—$120,091$8,796$(1,132,493)$—$(1,003,606)

(1) The share amounts listed above combine Class A common stock and Class B common stock. Refer to Note 13 for more information.

CONDENSED 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, 2025—$—81,122,858$1$1,811,349$7,702$(1,191,316)$—$627,736
Exercise of options——216,149—1,691———1,691
Vesting of restricted stock units——105,349——————
Stock-based compensation————31,574———31,574
Other comprehensive loss—————(2,987)——(2,987)
Net loss——————(39,705)—(39,705)
Balance—June 30, 2026——81,444,356$1$1,844,614$4,715$(1,231,021)$—$618,309
Convertible Preferred Stock · Common Stock · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Accumulated Deficit · Noncontrolling Interest · Total Stockholders’ Equity (Deficit)
Shares · Amount · Shares · Amount
Balance—December 31, 202456,054,893$1,195,05812,711,902$—$109,447$(1,584)$(1,094,955)$(763)$(987,855)
Exercise of options——223,844—2,054———2,054
Stock-based compensation————9,353———9,353
Proceeds from issuance of convertible preferred stock upon exercise of warrants575,29520,000———————
Reclassification of warrants liability to convertible preferred stock upon exercise—4,947———————
Acquisition of noncontrolling interest————(763)——763—
Other comprehensive income—————10,380——10,380
Net loss——————(37,538)—(37,538)
Balance—June 30, 202556,630,188$1,220,00512,935,746$—$120,091$8,796$(1,132,493)$—$(1,003,606)

(1)The share amounts listed above combine Class A common stock and Class B common stock. Refer to Note 13 for more information.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Six Months Ended June 30,
20262025
Operating activities:
Net loss$(39,705)$(37,538)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization4,7794,343
Stock-based compensation31,5749,353
Provision for deferred taxes12850
Noncash operating lease expense6,1014,073
Revaluation of warrants liability—(2,273)
Revaluation of convertible notes' embedded derivative feature—4,095
Amortization of convertible notes' discount—3,328
Changes in operating assets and liabilities:
Accounts receivable(23,641)(6,254)
Prepaid expenses and other assets(441)(1,279)
Accounts payable1,6402,820
Accrued expenses and other current liabilities(1,913)2,393
Operating lease liabilities(5,853)(4,174)
Deferred revenue(4,607)(2,585)
Accrued compensation and benefits(88)(302)
Insurance payables1842,066
Net cash used in operating activities(31,842)(21,884)
Investing activities:
Purchase of property and equipment(678)(983)
Capitalized internal-use software(4,007)(2,118)
Acquisitions—net of cash acquired279—
Net cash used in investing activities(4,406)(3,101)
Financing activities:
Proceeds from issuance of Series E convertible preferred stock upon exercise of warrants—20,000
Repayment of line of credit—(5,000)
Proceeds from issuance of convertible notes—7,500
Proceeds from exercise of stock options1,6912,054
Payment of issuance fees—(322)
Net cash provided by financing activities1,69124,232
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents(312)1,065
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents(34,869)312
Cash, cash equivalents, and restricted cash and cash equivalents—beginning of period372,08578,989
Cash, cash equivalents, and restricted cash and cash equivalents—end of period$337,216$79,301
Supplemental disclosures of noncash investing and financing activities:
Reclassification of warrants liability to convertible preferred stock upon exercise$—$4,947
Allocation of proceeds from issuance of convertible notes to embedded derivative feature$—$(1,981)
Supplemental disclosures of cash flow information:
Cash paid for interest$410$1,438
Cash paid for income taxes794$918

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 platform allows for the integration of multiple transportation modes into a single unified network.

  1. 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, except for those related to derivative financial instruments discussed below.

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.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments—In May 2026 the Company entered into a series of foreign currency forward contracts to reduce the volatility in cash flows associated with forecasted operating expenses denominated in the Israeli Shekel. These foreign currency forward contracts are designated as cash flow hedges. Changes in the fair value of the foreign currency forward contracts are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the same period in which the underlying hedged transactions affect earnings, generally within research and development expense. In the event the underlying forecasted transactions do not occur, or it becomes probable that they will not occur within the designated hedge period, the related gains or losses are reclassified into earnings. The Company formally designates and documents hedging relationships at inception and assesses hedge effectiveness at inception and on a quarterly basis thereafter. Cash flows at settlement of such foreign currency forward contracts are classified in cash flows from operating activities, consistent with the cash flows from the underlying hedged forecasted transactions.

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 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.

  1. Goodwill and Intangible Assets

The change in the carrying amount of goodwill for the six months ended June 30, 2026 was as follows (in thousands):

Balance—December 31, 2025$192,305
Foreign currency translation and other adjustments(1,585)
Balance—June 30, 2026$190,720

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets—net consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands, except years):

June 30, 2026Useful Life(Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology4–5$10,427$(5,025)$5,402
Trade names56,097(1,747)4,350
Customer relationships12–1532,484(9,265)23,219
Total intangible assets$49,008$(16,037)$32,971
December 31, 2025Useful Life(Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology4–5$16,870$(10,265)$6,605
Trade names56,992(2,196)4,796
Customer relationships12–1532,770(8,146)24,624
Total intangible assets$56,632$(20,607)$36,025

For the three months ended June 30, 2026 and 2025, the Company recorded amortization expense of$1.4 millionand$1.2 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded amortization expense of $2.8 million and$2.5 million, respectively.

As of June 30, 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):

Amortization
Remainder of 2026$2,741
20274,404
20284,126
20294,126
20304,060
Thereafter13,514
Total remaining amortization$32,971
  1. 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 six months ended June 30, 2026, the Company recognized revenues of $19.0 million that were included in deferred revenue as of December 31, 2025.

For the three and six months ended June 30, 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 June 30, 2026, were $318.3 million, of which approximately 45% and 37% 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 June 30, 2026.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue by geographic area:
United States$103,347$76,759$197,690$146,279
Germany18,28020,73738,74440,542
All other countries14,0809,63726,70718,954
Total$135,707$107,133$263,141$205,775

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

Revenue by Customer Type—The following table sets forth revenue disaggregated by end-customer type between government entities (which include cities, transit agencies, and school districts) and commercial entities for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue by customer type:
Government$127,588$100,592$246,128$192,363
Commercial8,1196,54117,01313,412
Total$135,707$107,133$263,141$205,775

The Company had no customers that accounted for greater than 10% of consolidated revenue in the three and six months ended June 30, 2026 and 2025.

Capitalized Commissions—As of June 30, 2026 and December 31, 2025, capitalized commissions of $0.8 million and $0.8 million, respectively, are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. As of June 30, 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 $1.0 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. Amortization of sales commission expenses included in sales and marketing was $2.0 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively.

  1. Other Income (Expense)

The following table presents the components of other income (expense) for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revaluation of warrants liability$—$—$—$2,273
Revaluation of convertible notes embedded derivative feature—(3,074)—(4,095)
Employee retention credit——1,7581,811
Foreign currency transaction (loss) gain(278)661(729)1,069
Other124106259153
Total other income (expense)$(154)$(2,307)$1,288$1,211

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. 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 June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026Level 1Level 2Level 3Total
Assets
Cash and cash equivalents:
Money market funds$245,768$—$—$245,768
Total$245,768$—$—$245,768
Liabilities
Accrued expenses and other current liabilities
Derivative liabilities - cash flow hedges$—$878$—$878
Total$—$878$—$878
December 31, 2025Level 1Level 2Level 3Total
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

Money market funds are classified within Level 1 as the valuation input is based on quoted prices in active markets for identical instruments. Foreign currency forward contracts designated as cash flow hedges are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

The Company did not make any transfers between the levels of the fair value hierarchy during the six months ended June 30, 2026.

  1. Property and Equipment

Property and equipment—net as of June 30, 2026 and December 31, 2025, consisted of the following (in thousands):

June 30,2026December 31,2025
Office furniture and equipment$2,151$2,085
Computers and software8,2047,824
Leasehold improvements1,1281,113
Capitalized internal-use software22,63518,656
Total34,11829,678
Less accumulated depreciation and amortization(18,067)(16,283)
Property and equipment—net$16,051$13,395

Depreciation and amortization expense of property and equipment for the three months ended June 30, 2026 and 2025, amounted to $1.0 million and $0.9 million, respectively. Depreciation and amortization expense of property and equipment for the six months ended June 30, 2026 and 2025, amounted to $2.0 million and $1.9 million, respectively.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025, consisted of the following (in thousands):

June 30,2026December 31,2025
Accrued expenses$22,501$23,266
Accrued taxes1,3581,620
$23,859$24,886
  1. 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 and six months ended June 30, 2025 the Company recognized interest expense of $0.5 million and $1.2 million, respectively, 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 June 30, 2026.

The Company had letters of credit outstanding and committed under the letter of credit subfacility of $28.0 million as of June 30, 2026.

As of June 30, 2026, the Company had $72.0 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 June 30, 2026, the Company was in compliance with all financial covenants. In July 2026, the Company entered into amended and restated terms for the Credit Agreement which increase the aggregate amount available under the letter of credit subfacility to $50 million.

  1. 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).

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The contractual interest expense amounted to $1.0 million and $2.0 million for the three and six months ended June 30, 2025, respectively. The amortization of the discount related to the issuance date fair value of the embedded derivative feature amounted to $1.7 million and $3.3 million for the three and six months ended June 30, 2025, respectively., and was recorded as part of interest expense in the consolidated statements of operations under the effective interest rate method. The effective interest rate on the convertible notes was 17.3% for the three and six months ended June 30, 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.

  1. Derivative Financial Instruments

The Company’s derivative financial instruments consist of foreign currency forward contracts used to manage exposure to fluctuations in the Israeli Shekel exchange rate, which all have maturities of 12 months or less.

As of June 30, 2026, the Company had foreign currency forward contracts designated as cash flow hedges with total notional amounts of approximately $18.0 million. The notional amounts of derivative instruments represent the amount of foreign currency to be exchanged under the contracts and do not represent the Company’s exposure to credit or market risk.

As of June 30, 2026, an estimated $0.9 million of net losses included in accumulated other comprehensive income (loss) is expected to be reclassified into research and development expenses within the next 12 months. Cash flows from the settlement of these contracts are classified in the cash flows from operating activities which is the same category as the underlying hedged transactions. Amounts reclassified to research and development expenses were immaterial for the three and six months ended June 30, 2026.

There wasno ineffectiveness in the Company’s cash flow hedges for each of the three and six months ended June 30, 2026.

Refer to Note 2, Significant Accounting Policies and Note 6, Fair Value Measurements for additional information.

  1. 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 $28.1 million as of June 30, 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.

Headquarters Lease—In May 2026, the Company entered into a new lease agreement for office space in New York City, which will serve as the Company’s headquarters and replace the existing headquarters lease when it ends in the fourth quarter of 2026. The lease term is expected to commence in the fourth quarter of 2026 and end in the third quarter of 2037. The total lease commitment is estimated to be approximately $52.9 million.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. 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 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.

  1. 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 six months ended June 30, 2026:

Number of OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 20259,303,581$13.926.26$140,360
Granted——
Exercised(216,149)8.15
Forfeited(118,884)19.67
Expired(66,853)19.53
Outstanding—June 30, 20268,901,69513.945.6843,334
Exercisable—June 30, 20267,714,057

The total intrinsic value of stock options exercised for the six months ended June 30, 2026 was $2.1 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.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RSUs—Under the 2025 Omnibus Incentive Plan, the Company issues restricted stock units (“RSUs”) subject to a service-based vesting condition. The RSUs generally vest over a period of either three or four years, unless otherwise decided by the Company’s board of directors. RSUs issued to non-employee members of the Company’s board of directors vest over a 15-month period.

The following table is a summary of the Company’s RSU activity for the six months ended June 30, 2026:

Number of RSUsWeighted-Average Grant Date Fair Value
Unvested—December 31, 20252,518,990$43.87
Granted1,491,12518.29
Vested(105,349)38.23
Forfeited(153,904)35.64
Unvested—June 30, 20263,750,86234.20

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 June 30, 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 and six months ended June 30, 2026 and 2025, is shown in the following tables (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue$98$37$173$106
Research and development4,3021,5498,3323,163
Sales and marketing3,6231,2716,9512,539
General and administrative7,9871,80516,1183,545
Total$16,010$4,662$31,574$9,353
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock options$3,220$4,662$7,065$9,353
RSUs11,000—20,948—
PSUs1,790—3,561—
Total$16,010$4,662$31,574$9,353

As of June 30, 2026, there was $159.7 million of unamortized stock-based compensation costs related to all unvested awards, which is expected to be recognized over a weighted-average period ofapproximately 3.5 years.

  1. 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 $0.2 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively. The Company recorded a provision for income taxes of $0.7 million and $1.6 million for the six months ended June 30, 2026 and 2025, respectively.

VIA TRANSPORTATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

As of June 30, 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.

  1. Net Loss Per Share

The following table sets forth the computation of basic and diluted loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Numerator:
Net loss$(19,556)$(21,221)$(39,705)$(37,538)
Denominator:
Weighted-average common shares outstanding used to compute net loss per share, basic and diluted81,337,20512,833,30681,257,58212,793,403
Net loss per share:
Net loss per share, basic and diluted$(0.24)$(1.65)$(0.49)$(2.93)

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 June 30, 2026 and 2025:

June 302026June 302025
Convertible preferred stock—56,630,188
Convertible notes—1,475,805
Stock options8,901,69510,828,965
RSUs3,750,862—
PSUs2,486,727—
Total15,139,28468,934,958
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.