via-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-42841

_________________________

VIA TRANSPORTATION, INC.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			45-5372621
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
114 5th Ave, 17th Floor, New York, NY			10011
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (917) 877-0915

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.00001 per share	VIA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of April 30, 2026 there were 77,449,688 shares of the registrant’s Class A common stock and 3,846,183 shares of the registrant’s Class B common stock, each with a par value of $0.00001 per share, outstanding.

Table of Contents


			Page

Cautionary Note Regarding Forward-Looking Statements			3

Part I - Financial Information
	Item 1.	Financial Statements	4
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 4.	Controls and Procedures	32

Part II - Other Information
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities	34
	Item 3.	Defaults Upon Senior Securities	34
	Item 4.	Mine Safety Disclosures	34
	Item 5.	Other Information	34
	Item 6.	Exhibits	35

Signatures			36


	March 31, 2026		December 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	348,158	$	370,914
Accounts receivable—net of allowance of $10 and $24 as of March 31, 2026 and December 31, 2025, respectively	94,916		81,572
Prepaid expenses and other current assets	18,104		17,065
Total current assets	461,178		469,551
Noncurrent Assets:
Restricted cash and cash equivalents	1,218		1,171
Property and equipment—net	14,649		13,395
Operating lease right-of-use assets	18,810		18,319
Deferred tax assets	437		529
Intangible assets—net	34,336		36,025
Goodwill	191,005		192,305
Other noncurrent assets	1,687		1,800
Total noncurrent assets	262,142		263,544
Total Assets	$	723,320	$	733,095


See notes to condensed consolidated financial statements.			(Continued)


	March 31, 2026		December 31, 2025
Liabilities and stockholders' equity
Current Liabilities:
Accounts payable	$	7,222	$	4,427
Accrued expenses and other current liabilities	21,128		24,886
Operating lease liabilities	10,021		9,749
Deferred revenue	23,954		26,893
Insurance payables	14,882		15,144
Accrued compensation and benefits	13,417		13,136
Total current liabilities	90,624		94,235
Noncurrent Liabilities:
Operating lease liabilities	9,249		9,378
Deferred revenue	1,321		1,746
Total noncurrent liabilities	10,570		11,124
Total liabilities	101,194		105,359
Commitments And Contingencies (Note 11)
Stockholders' Equity:
Preferred stock, $0.00001 par value—10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025.	—		—
Class A common stock, $0.00001 par value—1,000,000,000 shares authorized as of March 31, 2026 and December 31, 2025. 77,414,982 and 77,276,675 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.	1		1
Class B common stock, $0.00001 par value—5,808,291 shares authorized, 3,846,183 shares issued and outstanding as of March 31, 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 March 31, 2026 and December 31, 2025.	—		—
Additional paid-in capital	1,827,909		1,811,349
Accumulated other comprehensive income (loss)	5,681		7,702
Accumulated deficit	(1,211,465)		(1,191,316)
Total stockholders’ equity	622,126		627,736
Total Liabilities And Stockholders' Equity	$	723,320	$	733,095


See notes to condensed consolidated financial statements.			(Concluded)


	Three Months Ended March 31,
	2026		2025
Revenue	$	127,434	$	98,642
Cost of revenue	77,379		58,832
Gross profit	50,055		39,810
Operating expenses:
Research and development	24,528		21,346
Sales and marketing	20,490		15,202
General and administrative	28,621		20,486
Total operating expenses	73,639		57,034
Operating loss	(23,584)		(17,224)
Interest income	2,779		567
Interest expense	(229)		(2,406)
Other income (expense)—net	1,442		3,518
Loss before provision for income taxes	(19,592)		(15,545)
Provision for income taxes	(557)		(772)
Net loss	(20,149)		(16,317)

Basic and diluted net loss per share:
Net loss per share—basic and diluted	$	(0.25)	$	(1.28)
Weighted average shares of common stock outstanding used in computing net loss per share—basic and diluted	81,177,074		12,753,056


	Convertible Preferred Stock			Common Stock (1)			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		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	—	—		118,316	—		996		—		—		996
Vesting of restricted stock units	—	—		19,991	—		—		—		—		—
Stock-based compensation	—	—		—	—		15,564		—		—		15,564
Other comprehensive income	—	—		—	—		—		(2,021)		—		(2,021)
Net loss	—	—		—	—		—		—		(20,149)		(20,149)
Balance—March 31, 2026	—	—		81,261,165	$	1	$	1,827,909	$	5,681	$	(1,211,465)	$	622,126


	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, 2024	56,054,893	$	1,195,058	12,711,902	$	—	$	109,447	$	(1,584)	$	(1,094,955)	$	(763)	$	(987,855)
Exercise of options	—	—		81,535	—		680		—		—		—		680
Stock-based compensation	—	—		—	—		4,691		—		—		—		4,691
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		—
Other comprehensive income	—	—		—	—		—		3,332		—		—		3,332
Net loss	—	—		—	—		—		—		(16,317)		—		(16,317)
Balance—March 31, 2025	56,630,188	$	1,220,005	12,793,437	$	—	$	114,055	$	1,748	$	(1,111,272)	$	—	$	(995,469)


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net loss	$	(20,149)	$	(16,317)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,399		2,282
Stock-based compensation	15,564		4,691
Provision for deferred taxes	92		35
Noncash operating lease expense	3,284		1,925
Revaluation of warrants liability	—		(2,273)
Revaluation of convertible notes' embedded derivative feature	—		1,021
Amortization of convertible notes' discount	—		1,618
Changes in operating assets and liabilities:
Accounts receivable	(13,788)		(451)
Prepaid expenses and other assets	(1,003)		(537)
Accounts payable	2,818		2,455
Accrued expenses and other current liabilities	(3,744)		2,558
Operating lease liabilities	(3,557)		(2,464)
Deferred revenue	(3,233)		(983)
Accrued compensation and benefits	382		(642)
Insurance payables	(262)		1,486
Net cash used in operating activities	(21,197)		(5,596)
Investing activities:
Purchase of property and equipment	(289)		(388)
Capitalized internal-use software	(1,992)		(872)
Net cash used in investing activities	(2,281)		(1,260)
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 options	996		680
Payment of issuance fees	—		(322)
Net cash provided by financing activities	996		22,858
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents	(227)		322
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	(22,709)		16,324
Cash, cash equivalents, and restricted cash and cash equivalents—beginning of period	372,085		78,989
Cash, cash equivalents, and restricted cash and cash equivalents—end of period	$	349,376	$	95,313

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	$	—	$	(1,940)
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—	$	796
Cash paid for income taxes	$	311	$	328


VIA TRANSPORTATION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Balance—December 31, 2025	$	192,305
Foreign currency translation and other adjustments	(1,300)
Balance—March 31, 2026	$	191,005


March 31, 2026	Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	4–5	$	16,778	$	(10,790)	$	5,988
Trade names	5	6,909		(2,382)		4,527
Customer relationships	12–15	32,494		(8,673)		23,821
Total intangible assets		$	56,181	$	(21,845)	$	34,336


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


	Amortization
Remainder of 2026	$	4,110
2027	4,403
2028	4,126
2029	4,126
2030	4,060
Thereafter	13,511
Total remaining amortization	$	34,336


	Three Months Ended March 31,
	2026		2025
Revenue by geographic area:
United States	$	94,343	$	69,520
Germany	20,464		19,805
All other countries	12,627		9,317
Total	$	127,434	$	98,642


March 31, 2026	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents
Money market funds	$	243,603	$	—	$	—	$	243,603
Total	$	243,603	$	—	$	—	$	243,603


	March 31, 2026		December 31, 2025
Office furniture and equipment	$	2,092	$	2,085
Computers and software	7,970		7,824
Leasehold improvements	1,113		1,113
Capitalized internal-use software	20,618		18,656
Total	31,793		29,678
Less accumulated depreciation and amortization	(17,144)		(16,283)
Property and equipment—net	$	14,649	$	13,395


	March 31, 2026		December 31, 2025
Accrued expenses	$	19,395	$	23,266
Accrued taxes	1,733		1,620
	$	21,128	$	24,886


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2025	9,303,581	$	13.92	6.26	$	140,360
Granted	—	—
Exercised	(118,316)	8.36
Forfeited	(34,710)	19.05
Expired	(23,782)	19.22
Outstanding—March 31, 2026	9,126,773	13.96		6.02	23,388
Exercisable—March 31, 2026	7,535,966


	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested—December 31, 2025	2,518,990	$	43.87
Granted	361,298	24.71
Vested	(19,991)	26.13
Forfeited	(20,036)	40.61
Unvested—March 31, 2026	2,840,261	41.58

SEC Form 10-Q filed by Via Transportation Inc.