Via Transportation, Inc.
A technology company that builds software and runs on-demand public transit for cities, schools, and healthcare providers, using an algorithm to group riders heading the same way into shared vehicles. Founded in 2012 by Israeli entrepreneurs Daniel Ramot and Oren Shoval, who met in the military's elite Talpiot program, the company was inspired by the sherut, Israel's shared-minibus system. Its name comes from the Latin word for "way" or "road."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited annual financi…
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited annual financial statements and related notes for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026. Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Part I–Item 1A. Risk Factors” in the Annual Report for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Overview Via transforms antiquated and siloed public transportation systems into smart, data-driven, and AI-powered efficient digital networks. We are addressing a striking gap in the $545 billion global public transportation market. While billions of people across the globe rely on public transportation, this critical form of mobility has yet to meaningfully benefit from recent advances in technology. The government agencies and private organizations responsible for providing public transportation operate in a complex and demanding environment. They must maintain reliable and affordable service in the face of continuously changing and difficult to predict traffic and ridership patterns. The industry has historically had no option but to rely on fragmented technology systems with limited functional flexibility, aging infrastructure, and poor end-user experience. Rising operating costs and labor shortages have placed a growing strain on budgets. To address these challenges, we have developed a comprehensive technology platform, including software and technology-enabled services, and a sophisticated go-to-market strategy designed to accelerate the adoption of our software and drive the success of our customers. Our platform consists of purpose-built vertical software coupled with cost-effective technology-enabled services. The use of machine learning and AI is intrinsic to our platform and underlies continuous improvement in the performance of our software. We offer our customers the end-to-end capabilities to manage their complex workflows, optimize the planning and operations of their transportation networks, and gain highly valuable data insights. When customers adopt our platform, they can gain significant efficiencies in their operations and dramatically improve the experience for their passengers. Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions: ($ in millions) June 30, 2026 December 31, 2025 June 30, 2025 Customer Count 847 821 689 Platform Annual Run-Rate Revenue $ 543 $ 476 $ 429 Customers Customer count as of the last date in any quarter represents the number of distinct legal entities which generated Platform revenue in that quarter. Each customer may have one or more contracts active at the same time. We closed the quarter ended June 30, 2026 with 847 customers, up 23% compared to our 689 customers as of June 30, 2025. Platform Annual Run-Rate Revenue Platform Annual Run-Rate Revenue as of the last date in any quarter represents our Platform revenue for that quarter multiplied by four. We believe that Platform Annual Run-Rate Revenue is a key metric to our 21 business, reflecting our ability to acquire new customers and to grow our relationships with existing customers. Platform Annual Run-Rate Revenue has demonstrated rapid growth and was up 27% as of June 30, 2026, at $543 million, compared to $429 million as of June 30, 2025. Components of Results of Operations Revenue Our customers pay a recurring subscription fee to access our platform. Contracts are typically multi-year and generally include a volume component. The unit of volume is either fleet size, minimum number of vehicles, or total number of vehicle-hours. Our customers may contract for a wide range of solutions, and each solution may comprise a diverse mix of modules, custom tailored to suit their unique needs, and priced accordingly. The substantial majority of our revenue is derived from recurring, volume-based subscription fees. Revenue is recognized in the period in which the performance occurs. Some of our solutions include one-time services such as implementation or consulting services. These one-time services are helpful in allowing our customers to adopt the platform. They are provided on either a time and materials or fixed fee basis and revenue related to these services is recognized on a proportional performance basis as the implementation is performed. Cost of Revenue Cost of revenue includes the cost of providing certain tech-enabled services to our customers such as driver management, fleet management services, and customer support related costs. Cost of revenue also includes salaries, stock-based compensation expense, and benefits for our local operational teams (including local operational staff and field managers involved in performing implementation and ongoing operations support services), as well as third-party cloud hosting services, allocated overhead, amortization of capitalized internal-use software, amortization of acquired intangibles and other direct costs. We expect our cost of revenue will continue to increase on an absolute dollar basis for the foreseeable future as we continue to grow revenue from our platform and therefore increase costs to support our revenue, hire personnel, and incur hosting and other costs to support a growing customer base for our platform. Operating Expenses Research and Development Research and development expenses primarily include salaries, stock-based compensation expenses, and benefits for employees in engineering, product development and design, and data science. Research and development costs are expensed as incurred, unless they qualify as capitalized internal‑use software development costs. We expect our research and development costs will increase on an absolute dollar basis for the foreseeable future as we continue to invest in development efforts to add new applications, increase functionality, and enhance the ease of use of our cloud-based platform. Additionally, we believe that our research and development costs may benefit from advances in general technology tools such as AI allowing us to become more efficient. Overall, while they may fluctuate in the near term, we expect that our research and development expenses will gradually decrease as a percentage of our revenue over time. Sales and Marketing Sales and marketing expenses primarily include salaries, stock-based compensation expenses and benefits, commissions, and amortization of deferred commissions for employees in our sales, partner success, and marketing functions, advertising and branding expenses, and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred, unless they qualify as capitalized costs to obtain contracts. We expect that sales and marketing expenses will increase in absolute dollars for the foreseeable future as we continue to invest in growing our customer base and enhancing our brand awareness. However, while they may fluctuate in the near term, we expect that our sales and marketing expenses will gradually decrease as a percentage of our revenue over time. 22 General and Administrative General and administrative expenses primarily include salaries, stock-based compensation expenses, and benefits for employees in our finance and accounting, legal, human resources, information systems, operations management and other administrative functions, as well as professional fees, insurance expenses, and other corporate costs. We expect that general and administrative expenses will increase in absolute dollars for the foreseeable future as we hire additional personnel and enhance our systems, processes, operations, and controls to support the growth in our business as well as our increased compliance and reporting requirements as a public company. We also expect to incur higher insurance expenses, particularly in relation to our auto liability and director and officer insurance policies. However, while they may fluctuate in the near term, we expect that our general and administrative expenses will gradually decrease as a percentage of our revenue over time. Interest Income Interest income is comprised of interest earned on our cash and short-term investment balances. We expect interest income will vary each reporting period depending on changes in our average cash and short-term investment balances, and applicable interest rates. Interest Expense Interest expense has historically been primarily comprised of interest accrued on our line of credit and convertible notes. Immediately prior to the completion of our IPO, the convertible notes converted into shares of our Class A common stock and no longer accrue interest. In November 2025, we repaid in full the outstanding balance on our line of credit. We expect interest expense will vary each reporting period depending on changes in our outstanding indebtedness and applicable interest rates. Other Income (Expense), Net Other income (expense), net has historically been primarily comprised of non-cash gains or losses relating to the change in the fair value of warrants to purchase convertible preferred stock and the convertible notes embedded derivative feature. These instruments were extinguished during 2025. Other income (expense), net also includes the impact of the gain or loss on transactions denominated in foreign currencies and income related to employee retention credits under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). We expect the absolute dollar value of other income (expense), net will vary each reporting period depending on the timing and magnitude of non-operating items, and changes in foreign currency exchange rates. Provision for Income Taxes We are subject to taxes in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to current U.S. income tax. Due to cumulative losses, we maintain a valuation allowance against our deferred tax assets, except in certain foreign subsidiaries that generate income. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets. Realization of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. 23 Results of Operations The following table summarizes our consolidated statements of operations data for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Revenue $ 135,707 $ 107,133 $ 263,141 $ 205,775 Cost of revenue (1)(2) 80,101 65,182 157,480 124,014 Gross profit 55,606 41,951 105,661 81,761 Operating expenses: Research and development (1) 26,108 22,737 50,636 44,083 Sales and marketing (1) 21,142 15,973 41,632 31,175 General and administrative (1)(2) 30,110 19,351 58,731 39,837 Total operating expenses 77,360 58,061 150,999 115,095 Operating loss (21,754) (16,110) (45,338) (33,334) Interest income 2,799 487 5,578 1,054 Interest expense (282) (2,419) (511) (4,825) Other income (expense), net (154) (2,307) 1,288 1,211 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) ______________ (1)Includes stock-based compensation and related employer payroll taxes as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Cost of revenue $ 98 $ 37 $ 173 $ 106 Research and development 4,302 1,549 8,332 3,163 Sales and marketing 3,623 1,271 6,951 2,539 General and administrative 7,987 1,805 16,118 3,545 Total $ 16,010 $ 4,662 $ 31,574 $ 9,353 (2)Includes amortization of acquired intangible assets as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Cost of revenue $ 593 $ 343 $ 1,188 $ 854 General and administrative 787 812 1,604 1,600 Total $ 1,380 $ 1,155 $ 2,792 $ 2,454 24 The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue for the periods indicated(1): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue 100 % 100 % 100 % 100 % Cost of revenue 59 61 60 60 Gross profit 41 39 40 40 Operating expenses: Research and development 19 21 19 21 Sales and marketing 16 15 16 15 General and administrative 22 18 22 19 Total operating expenses 57 54 57 56 Operating loss (16) (15) (17) (16) Interest income 2 — 2 1 Interest expense — (2) — (2) Other income (expense), net — (2) — 1 Loss before provision for income taxes (14) (19) (15) (17) Provision for income taxes — (1) — (1) Net loss (14) (20) (15) (18) ______ (1)Percentage may not foot due to rounding Comparison of the Three Months Ended June 30, 2026 and 2025 Revenue Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Revenue $ 135,707 $ 107,133 $ 28,574 27 % The increase in revenue was driven by continued growth in new customers as well as rapid expansion with existing customers. Our total customer count increased by 23%, from 689 as of June 30, 2025 to 847 as of June 30, 2026, including 94 customers added through the Downtowner acquisition which closed in December 2025. The increase in revenue was also driven by significant momentum with our customers located in the United States, where revenue increased by $26.6 million (or approximately 35% year-over-year) and the rest of the world excluding Germany which increased by $4.4 million (or approximately 46% year-over-year). This rapid growth was partially offset by Germany, where revenue decreased by $2.5 million (or approximately 12% year-over-year). Recurring subscription fees accounted for 95% of our revenue for the three months ended June 30, 2026, compared to 98% during the same period in 2025. Revenue contribution from upfront implementation services, consulting contracts, and other one-time revenue represented 5% and 2% of our total revenues in the three months ended June 30, 2026 and 2025, respectively. Cost of Revenue, Gross Profit, and Gross Margin The following table summarizes our cost of revenue, gross profit, and gross margin for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Cost of revenue $ 80,101 $ 65,182 $ 14,919 23 % Gross profit 55,606 41,951 13,655 33 % Gross margin 41 % 39 % 25 Cost of revenue includes $69.8 million in technology-enabled services, $6.9 million in launch and support personnel and $3.4 million in IT and other costs for three months ended June 30, 2026. Cost of revenue increased primarily due to an increase of $13.6 million in tech-enabled services costs required to support new customers and our growth with existing customers. Gross margin increased from 39% in the three months ended June 30, 2025 to 41% in the three months ended June 30, 2026. The margin improvement was primarily attributable to a higher percentage of non-subscription revenue, which as noted above, increased from 2% of our total revenues in the three months ended June 30, 2025 to 5% in the three months ended June 30, 2026. Operating Expenses The following table summarizes our operating expenses for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Operating expenses: Research and development $ 26,108 $ 22,737 $ 3,371 15 % Sales and marketing 21,142 15,973 5,169 32 General and administrative 30,110 19,351 10,759 56 Total $ 77,360 $ 58,061 $ 19,299 33 % Research and Development Research and development expenses increased primarily due to a $3.3 million increase in personnel costs. The increase in personnel expense resulted from a $2.8 million increase in stock-based compensation costs associated with the equity awards issued in connection with our IPO, and a $0.5 million net increase in other personnel costs including salary and benefits, net of change in capitalized software. The increase in other personnel costs included a $2.2 million increase resulting from fluctuations in the exchange rate of the Israeli Shekel, which appreciated by approximately 21% against the US Dollar over the corresponding period, as a large percentage of our research and development team is located in Israel. The currency impact more than offset a net reduction in research and development headcount in the comparative period. Sales and Marketing Sales and marketing expenses increased primarily due to a $4.9 million increase in personnel costs, driven by increased headcount for our sales and marketing team and issuances of new equity awards. General and Administrative General and administrative expenses increased primarily due to a $7.1 million increase in personnel costs and a $3.7 million increase in non-personnel costs. Personnel costs increased primarily as a result of an increase in stock-based compensation costs associated with the equity awards issued in connection with our IPO. The increase in non-personnel costs is primarily attributable to higher insurance expenses related to our auto liability and director and officer insurance policies. Interest Income The following table summarizes our interest income for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Interest income $ 2,799 $ 487 $ 2,312 475 % We recorded interest income of $2.8 million in the three months ended June 30, 2026 as compared to $0.5 million in the three months ended June 30, 2025. The increase is driven by a higher surplus investable cash balance in 2026 as compared to 2025 resulting from net proceeds received from the IPO. 26 Interest Expense The following table summarizes our interest expense for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Interest expense $ (282) $ (2,419) $ 2,137 (88) % We recorded interest expense of $0.3 million in the three months ended June 30, 2026 as compared to $2.4 million in the three months ended June 30, 2025. Interest expense in the three months ended June 30, 2025 included $1.7 million of interest on our convertible notes and $0.5 million of interest on our line of credit. On September 15, 2025, upon the closing of our IPO, the convertible notes converted into shares of our Class A common stock. In November 2025, we repaid in full the outstanding balance on our line of credit. Other Income (Expense), Net The following table summarizes the components of other income (expense), net for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Revaluation of convertible notes embedded derivative feature $ — $ (3,074) $ 3,074 (100) % Foreign currency transaction gain (loss) (278) 661 (939) (142) % Other 124 106 18 17 % Total $ (154) $ (2,307) $ 2,153 (93) % The positive trend in other income (expense), net is primarily due to the impact of the recognition of a non-cash loss of $3.1 million in the three months ended June 30, 2025 for the change in fair value of the convertible notes’ embedded derivative feature. Immediately prior to the completion of our IPO, the convertible notes converted into shares of our Class A common stock. Partially offsetting this was the impact of a negative variance of $0.9 million in foreign currency transaction gain (loss) in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Provision for Income Taxes The following table summarizes the provision for income taxes for the periods indicated: Three Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Provision for income taxes $ (165) $ (872) $ 707 (81) % Effective tax rate (0.9) % (4.3) % The decrease in provision for income taxes was due primarily to the decrease in profits from our international subsidiaries that generate taxable income. Our low effective tax rate reflects the fact that we maintain a full valuation allowance against deferred taxes in most of the jurisdictions in which we generate net operating losses, including the United States. Comparison of the six months ended June 30, 2026 and 2025 Revenue Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Revenue $ 263,141 $ 205,775 $ 57,366 28 % The increase in revenue was driven by continued growth in new customers as well as rapid expansion with existing customers. Our total customer count increased by 23%, from 689 as of June 30, 2025 to 847 as of June 30, 2026, including 94 customers added through the Downtowner acquisition which closed in December 2025. 27 The increase in revenue was also driven by significant momentum with our customers located in the United States, where revenue increased by $51.4 million (or approximately 35% year-over-year) and the rest of the world excluding Germany which increased by $7.8 million (or approximately 41% year-over-year). This rapid growth was partially offset by Germany, where revenue decreased by $1.8 million (or approximately 4% year-over-year). Recurring subscription fees accounted for 97% of our revenue for the six months ended June 30, 2026, up from 96% during the same period in 2025. Revenue contribution from upfront implementation services, consulting contracts, and other one-time revenue represented 3% and 4% of our total revenues in the six months ended June 30, 2026 and 2025, respectively. Cost of Revenue, Gross Profit, and Gross Margin The following table summarizes our cost of revenue, gross profit, and gross margin for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Cost of revenue $ 157,480 $ 124,014 $ 33,466 27 % Gross profit 105,661 81,761 23,900 29 % Gross margin 40 % 40 % Cost of revenue includes $136.6 million in technology-enabled services, $14.2 million in launch and support personnel and $6.7 million in IT and other costs for six months ended June 30, 2026. Cost of revenue increased primarily due to an increase of $31.6 million in tech-enabled services costs required to support new customers and our growth with existing customers. Gross margin remained consistent at 40% in the six months ended June 30, 2026 and 2025. Operating Expenses The following table summarizes our operating expenses for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Operating expenses: Research and development $ 50,636 $ 44,083 $ 6,553 15 % Sales and marketing 41,632 31,175 10,457 34 General and administrative 58,731 39,837 18,894 47 Total $ 150,999 $ 115,095 $ 35,904 31 % Research and Development Research and development expenses increased primarily due to a $6.8 million increase in personnel costs. The increase in personnel expense resulted from a $5.2 million increase in stock-based compensation costs associated with the equity awards issued in connection with our IPO, and a $1.6 million net increase in other personnel costs including salary and benefits, net of change in capitalized software. The increase in other personnel costs included a $3.9 million increase resulting from fluctuations in the exchange rate of the Israeli Shekel, which appreciated by approximately 18% against the US Dollar over the corresponding period, as a large percentage of our research and development team is located in Israel. The currency impact more than offset a net reduction in research and development headcount in the comparative period. Sales and Marketing Sales and marketing expenses increased primarily due to a $9.8 million increase in personnel costs, driven by increased headcount for our sales and marketing team and issuances of new equity awards. 28 General and Administrative General and administrative expenses increased primarily due to a $14.2 million increase in personnel costs and a $4.7 million increase in non-personnel costs. Personnel costs increased primarily as a result of an increase in stock-based compensation costs associated with the equity awards issued in connection with our IPO. The increase in non-personnel costs is primarily attributable to higher insurance expenses related to our auto liability and director and officer insurance policies. Interest Income The following table summarizes our interest income for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Interest income $ 5,578 $ 1,054 $ 4,524 429 % We recorded interest income of $5.6 million in the six months ended June 30, 2026 as compared to $1.1 million in the six months ended June 30, 2025. The increase is driven by a higher surplus investable cash balance in 2026 as compared to 2025 resulting from net proceeds received from the IPO. Interest Expense The following table summarizes our interest expense for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Interest expense $ (511) $ (4,825) $ 4,314 (89) % We recorded interest expense of $0.5 million in the six months ended June 30, 2026 as compared to $4.8 million in the six months ended June 30, 2025. Interest expense in the six months ended June 30, 2025 included $3.3 million of interest on our convertible notes and $1.2 million of interest on our line of credit. On September 15, 2025, upon the closing of our IPO, the convertible notes converted into shares of our Class A common stock. In November 2025, we repaid in full the outstanding balance on our line of credit. Other Income (Expense), Net The following table summarizes the components of other income (expense), net for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Revaluation of warrants liability $ — $ 2,273 $ (2,273) (100) % Revaluation of convertible notes embedded derivative feature — (4,095) 4,095 (100) % Employee retention credit 1,758 1,811 (53) (3) % Foreign currency transaction gain (loss) (729) 1,069 (1,798) (168) % Other 259 153 106 69 % Total $ 1,288 $ 1,211 $ 77 6 % Other income remained relatively consistent with the prior year period, which primarily reflects the net impact of (i) the recognition of a non-cash gain of $2.3 million in the six months ended June 30, 2025 relating to an outstanding warrant to purchase shares of Series E preferred stock, which was exercised in February 2025, (ii) the recognition of a non-cash loss of $4.1 million in the six months ended June 30, 2025 for the change in fair value of the convertible notes’ embedded derivative feature, and (iii) a negative variance of $1.8 million in foreign currency transaction gain (loss) in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. 29 Provision for Income Taxes The following table summarizes the provision for income taxes for the periods indicated: Six Months Ended June 30, Change ($ in thousands) 2026 2025 Amount % Provision for income taxes $ (722) $ (1,644) $ 922 (56) % Effective tax rate (1.9) % (4.6) % The decrease in provision for income taxes was due primarily to the decrease in profits from our international subsidiaries that generate taxable income. Our low effective tax rate reflects the fact that we maintain a full valuation allowance against deferred taxes in most of the jurisdictions in which we generate net operating losses, including the United States. Non-GAAP Financial Metrics We use certain non-GAAP financial metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin. We believe that by excluding certain items that are non-recurring in nature or non-cash expenses provides meaningful supplemental information regarding our operational performance and provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our definitions of non-GAAP financial metrics may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial metrics. Further, these financial metrics have certain limitations, as they do not include the impact of certain expenses that are reflected in our condensed consolidated statement of operations. Thus, our non-GAAP financial metrics are presented for supplemental informational purposes only and should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with U.S. GAAP. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Adjusted Gross Profit $ 56,297 $ 42,331 $ 107,022 $ 82,721 Adjusted Gross Margin 41% 40% 41% 40% Adjusted EBITDA $ (3,441) $ (9,055) $ (9,250) $ (17,318) Adjusted EBITDA Margin (3)% (8)% (4)% (8)% Adjusted Gross Profit and Adjusted Gross Margin Adjusted Gross Profit represents gross profit excluding stock-based compensation and related employer payroll taxes and amortization of acquired intangibles. Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue. Gross margin increased from 39% in the three months ended June 30, 2025 to 41% in the three months ended June 30, 2026. Adjusted Gross Margin increased from 40% in the three months ended June 30, 2025 to 41% in the three months ended June 30, 2026. The increase in gross margin and Adjusted Gross Margin was primarily attributable to a higher percentage of non-subscription revenue compared to the prior year period. Gross margin remained consistent at 40% in the six months ended June 30, 2026 and 2025. Adjusted Gross Margin increased from 40% in the six months ended June 30, 2025 to 41% in the six months ended June 30, 2026. 30 The following table provides a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin to gross profit and gross margin, the most directly comparable GAAP financial metrics, for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Gross profit $ 55,606 $ 41,951 $ 105,661 $ 81,761 Gross profit margin 41% 39% 40% 40% Stock-based compensation and related employer payroll taxes 98 37 173 106 Amortization of acquired intangibles (1) 593 343 1,188 854 Adjusted Gross Profit $ 56,297 $ 42,331 $ 107,022 $ 82,721 Adjusted Gross Margin 41% 40% 41% 40% ______ (1)Amortization of acquired intangibles includes developed technology resulting from our acquisitions of Remix, Citymapper and Downtowner. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents net loss excluding certain items that we do not consider indicative of our ongoing business performance: interest income, interest expense, loss on extinguishment of convertible notes, provision for income taxes, depreciation and amortization, stock-based compensation and related employer payroll taxes, other (income) expense, net, which consists primarily of changes in the fair value of derivatives and foreign currency transaction gains and losses, and other non-recurring or non-cash items impacting net loss such as patent litigation costs related to the RideCo litigation (a patent litigation in which Via won a trial in January 2025), and transaction costs related to our IPO and M&A activity. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA Margin improved by five and four percentage points in the three and six months ending June 30, 2026 as compared to the equivalent periods in 2025, mostly driven by significant operating leverage in our operating expenses which allowed for substantial revenue growth with limited increase in operating expenses. The following table provides a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss and net loss margin, the most directly comparable GAAP financial metrics: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Net loss $ (19,556) $ (21,221) $ (39,705) $ (37,538) Interest Income (2,799) (487) (5,578) (1,054) Interest expense 282 2,419 511 4,825 Provision for income taxes 165 872 722 1,644 Other (income) expense, net 154 2,307 (1,288) (1,211) Depreciation and amortization (1) 1,786 1,559 3,613 3,262 Stock-based compensation and related employer payroll taxes 16,010 4,662 31,574 9,353 Patent litigation costs (2) 62 717 200 2,693 Transaction costs (3) 155 117 401 708 Other 300 — 300 — Adjusted EBITDA $ (3,441) $ (9,055) $ (9,250) $ (17,318) Net loss margin (14)% (20)% (15) % (18)% Adjusted EBITDA Margin (3)% (8)% (4) % (8)% __________ (1)Excludes amortization of internal-use software. (2)Patent litigation costs relate to the RideCo litigation in which Via won a trial in January 2025 and defending the verdict on appeals. (3)Transaction costs include nonrecurring costs incurred in relation to our IPO and M&A activity. 31 Liquidity and Capital Resources Since our inception, we have generated negative cash flows from operations, and we have financed our operations primarily through customer payments and net proceeds from sales of equity securities, a line of credit, and convertible notes. On September 15, 2025, we completed our IPO and on October 14, 2025, the underwriters of the IPO elected to exercise their over-allotment option. As a result of these transactions, we received net cash proceeds of $362.4 million. We currently anticipate that our existing cash and cash equivalents, together with our cash flow from operations and amounts available under our $100 million Credit Agreement, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may depend on many factors including, but not limited to, our growth rate, headcount, sales and marketing activities, research and development activities, general and administrative spend, the introduction of new solutions and verticals, and acquisitions. As such, we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If additional funds are not available to us on acceptable terms or at all, our business, financial condition, and results of operations could be adversely affected. The following table summarizes our principal sources of liquidity: ($ in thousands) June 30, 2026 December 31, 2025 Cash and cash equivalents $ 335,915 $ 370,914 Credit agreement (1) 71,972 86,183 Total $ 407,887 $ 457,097 ________________ (1)Represents the total committed amount under our Credit Agreement of $100 million less amounts utilized under the letter of credit subfacility. Credit Agreement In April 2023, we entered into our Credit Agreement, which 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. We also have the option to request an incremental facility of up to an additional $25 million from one or more of the lenders under our Credit Agreement. Our Credit Agreement has a maturity date of April 26, 2028. Under the terms of our Credit Agreement, we 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) 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%. We are 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, we repaid in full the SOFR Loans balance outstanding, and no amount remains outstanding as of June 30, 2026. We 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, we had $72.0 million in available borrowings under the Credit Agreement. Our Credit Agreement contains customary representations and warranties, and certain financial and nonfinancial covenants, including certain limitations on liens and indebtedness. The financial covenants include a requirement to maintain minimum liquidity of $50.0 million plus 50% of any principal amounts funded under the incremental facility. Additionally, we are required to meet certain revenue targets, which we have continued to meet. As of June 30, 2026, we were in compliance with all covenants under our Credit Agreement. In July 2026, we entered into amended and restated terms for the Credit Agreement which increase the aggregate amount available under the letter of credit subfacility to $50 million. 32 Cash Flows The following table summarizes our cash flows for the periods indicated: Six Months Ended June 30, ($ in thousands) 2026 2025 Net cash (used in) provided by Operating activities $ (31,842) $ (21,884) Investing activities (4,406) (3,101) Financing activities 1,691 24,232 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 Operating Activities Net cash used in operating activities was $31.8 million in the six months ended June 30, 2026. The factors affecting our operating cash flows during this period were our net loss of $39.7 million and $34.7 million of cash outflows from changes in our operating assets and liabilities, offset by non-cash charges of $42.6 million. The cash outflow from changes in our operating assets and liabilities was primarily due to increases of $23.6 million in accounts receivable, combined with the net impact of smaller fluctuations in other operating assets and liabilities. The increase in accounts receivable is attributable to the increase in revenue combined with the timing of certain cash collections from our customers at June 30, 2026 as compared to December 31, 2025. The non-cash charges consisted primarily of $31.6 million in stock-based compensation expense, $6.1 million in non-cash operating lease expense and $4.8 million in depreciation and amortization expense. Investing Activities Net cash used in investing activities was $4.4 million in the six months ended June 30, 2026, including net cash utilized for internally capitalized software of $4.0 million and $0.7 million in purchases of other property and equipment. Financing Activities Net cash provided by financing activities was $1.7 million in the six months ended June 30, 2026, which consisted of proceeds from the exercise of stock options. Contractual Obligations and Commitments Our principal commitments consist of our obligations under operating leases for our offices and foreign currency forward contracts. In May 2026, we 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. See Note 13 of our audited consolidated financial statements for the year ended December 31, 2025 included in the Annual Report for additional details of our other operating lease commitments. As of June 30, 2026, we had foreign currency forward contracts designated as cash flow hedges with total notional amounts of approximately $18.0 million, which all have maturities of 12 months or less. The notional amounts of derivative instruments represent the amount of foreign currency to be exchanged under the contracts and do not represent our exposure to credit or market risk. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. 33 Critical Accounting Estimates Our condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. There have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K. Recent Accounting Pronouncements See Note 2 to our condensed consolidated financial statements for a description of recently issued accounting pronouncements. Implications of Being an Emerging Growth Company As of the date of this Quarterly Report we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. For example, we are only required to provide reduced disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and we were not subject to the requirement to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Under the JOBS Act, emerging growth companies also can delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. We currently take advantage of this exemption. We may take advantage of these provisions until we are no longer an emerging growth company. As the market value of our Class A common stock held by non-affiliates exceeded $700 million as of June 30, 2026 we will no longer qualify as an emerging growth company under the existing framework as of December 31, 2026. On May 19, 2026 the SEC issued proposed rule amendments that include a proposal that, if adopted, would have the effect of raising the public company float threshold to exit emerging growth company status from $700 million to $2 billion. Because the proposed amendments have not been adopted and are not yet effective, we have determined our filer status based on the SEC’s current rules. We are monitoring the proposed rulemaking process and will evaluate the impact of any final adopted rules on our filer status and related reporting obligations. For risks related to our status as an emerging growth company, see “Risk Factors—Risks Relating to Ownership of our Class A Common Stock —We qualify as an emerging growth company within the meaning of the Securities Act, and we utilize certain exemptions available to emerging growth companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies” in our Annual Report on Form 10-K. 34
Read original filing text →Interest Rate We had cash and cash equivalents of $335.9 million as of June 30, 2026. Cash and cash equivalents consist of checking and interest-bearing accounts with an original maturity of 90 days or less. Due to the short-term nature of the financial instruments, we have not…
Interest Rate We had cash and cash equivalents of $335.9 million as of June 30, 2026. Cash and cash equivalents consist of checking and interest-bearing accounts with an original maturity of 90 days or less. Due to the short-term nature of the financial instruments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. We can elect for revolving loans under our Credit Agreement 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) 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%. We incur a commitment fee of 0.325% for committed but unused amounts. As of June 30, 2026, we had no revolving loan balances outstanding under our Credit Agreement. We currently do not hedge interest rate exposure. We may in the future hedge our interest rate exposure and may use swaps, caps, collars, structured collars or other common derivative financial instruments to reduce interest rate risk. It is difficult to predict the effect that future hedging activities would have on our operating results. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements. Foreign Currency Because we conduct a portion of our business in currencies other than U.S. dollars but report our consolidated financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates. While most of our operating expenses are incurred in U.S. dollars, a portion of our operating expenses are incurred in currencies other than U.S. dollars, notably the Israeli Shekel. As exchange rates vary, revenue, cost of revenue, exclusive of depreciation and amortization, operating expenses, other income and expense, and assets and liabilities, when translated, may also vary materially and thus affect our overall financial results. To date, foreign currency transaction gains and losses have not been material to our consolidated financial statements. To mitigate a portion of our exposure to the Israeli Shekel, we have entered into foreign currency forward contracts to hedge certain forecasted cash flows denominated in the Israeli Shekel. These contracts are designated as cash flow hedges and are intended to reduce the variability in research and development expenses associated with changes the in U.S. dollar to Israeli Shekel exchange rate. We do not enter into foreign currency forward contracts for trading or speculative purposes. Commodity Price We are subject to risk from unexpected increases in fuel prices, which could have a material adverse effect on our business operations. Significant fuel price changes could increase our operating costs, decrease our operating margins, and harm our business, financial condition, and results of operations. In particular, increases in fuel prices may, in many cases, cause drivers to seek alternative sources of income, as well as cause our customers in the government sector to either renegotiate contracts with us or even discontinue their operations. To date, changes in fuel prices have not been material to our consolidated financial statements, and we have not engaged in any commodity hedging transactions. We may in the future hedge our commodity price risk exposure and may use derivative financial instruments to reduce our commodity price risk. It is difficult to predict the effect that future hedging activities would have on our operating results. The ongoing conflict in Iran and geopolitical tensions in the region could lead to continued disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains and heighten inflationary pressures on our fuel and vehicle costs. We are continuing to evaluate the evolving macroeconomic environment and impact on our operating results. Inflation Risk If our costs, in particular driver, vehicle and personnel-related costs, become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. 35
In the ordinary course of our business, we are regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, regulatory inquiries and audits, government investigations, and other legal and regulatory proceedings at the federal, state, and municipal leve…
In the ordinary course of our business, we are regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, regulatory inquiries and audits, government investigations, and other legal and regulatory proceedings at the federal, state, and municipal levels, including involving personal injury, property damage, labor and employment, anti-discrimination, commercial disputes, consumer complaints, intellectual property disputes, compliance with regulatory requirements, and other matters, and we may become subject to additional types of claims, lawsuits, arbitration proceedings, administrative actions, government investigations, and legal and regulatory proceedings in the future and as our business grows. Information is provided below and in our Annual Report regarding the nature and status of our material pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Individually or in the aggregate, these matters, as previously disclosed, could have a material impact on our business, financial condition or results of operations. The Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable. For additional information about the types of litigation we face in the ordinary course of business, please see the matters discussed in “Part 1, Item 3, Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in addition to the updates with respect to certain matters reflected herein: On May 3, 2021, we filed a complaint in the U.S. District Court for the Western District of Texas, alleging that a competitor, RideCo, Inc. (“RideCo”), had been intentionally infringing on our patents, and specifically, our patented virtual bus stop technology for efficient, on-demand dynamic routing for microtransit vehicles. On January 30, 2025, a jury in the Western District of Texas found that RideCo infringed three virtual bus stop patents (U.S. Patent Nos. 9,562,785, 9,816,824, and 10,197,411) and awarded us damages. We also successfully defeated RideCo's invalidity claims and patent infringement counterclaims. RideCo appealed the verdict and we cross-appealed the denial of our permanent injunction. The appeals were docketed in the U.S. Court of Appeals for the Federal Circuit. Following appellate mediation, the parties reached a confidential settlement definitively resolving the matter. Pursuant to the parties’ agreement, the Federal Circuit entered an order on June 22, 2026, dismissing the appeals. On June 5, 2026, a putative labor and employment class action, captioned Faison v. Nomad Transit LLC and Via Transportation, Inc., No. 2:26-cv-06165, was filed against our Company in the U.S. District Court for the Central District of California. On June 10, 2026, a putative securities class action, captioned Garlesky v. Via Transportation, Inc., et al, No. 1:26-cv-04870, was filed against the Company, our principal executive officer, and principal financial officer, individual Board members and underwriters in the in the U.S. District Court for the Southern District of New York. Although the Company disagrees with the allegations set forth in the putative class actions and intends to vigorously defend against them, there are inherent uncertainties in litigation and litigation matters present a wide range of potential outcomes. As a result of these uncertainties any possible loss or range of loss cannot be reasonably estimated, and therefore no accrual for losses has been recorded as of June 30, 2026.
Our business, operations, and financial condition are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, growth prospects, and the trading price of our Class A common stock. In addition to t…
Our business, operations, and financial condition are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, growth prospects, and the trading price of our Class A common stock. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report, which remain applicable to our business, financial condition, or future results. 37
Read original filing text →