VIA Transportation Inc.

03/06/2026 | Press release | Distributed by Public on 03/06/2026 06:03

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 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" and "Risk Factors" 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.
The following discusses our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the final prospectus for our IPO filed with the SEC, pursuant to Rule 424(b)(4), on September 15, 2025.
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.
Our Business Model
Subscription-based Revenue Model
We generate revenue primarily through recurring subscription fees for access to our platform.
Our customers subscribe to one or more solutions which consist of a combination of software and tech-enabled services tailored to their needs. Contracts with our customers are typically multi-year and structured with a volume-based component, with pricing determined by a number of factors such as fleet size, minimum number of vehicles, or total vehicle-hours.
97% of our revenue came from these recurring subscription fees in each of 2025 and 2024, reflecting the predictability and scalability of our business model. The remainder of our revenue was derived from consulting services, advertising contracts, implementation fees and other one-time fees.
Our Customers' Journey
Our customers often start their journey with Via by subscribing to a single solution, typically our planning or microtransit solution. Many of our customers require additional support in order to adopt modern technology. As a critical part of our go-to-market strategy, we have embedded into our platform a suite of vertically integrated services that complements our powerful software. Customers can opt to include these services on an à la carte basis or as a full turnkey solution.
As our customers adopt the Via platform, they experience flywheel effects: insights from newfound visibility, efficiencies gained throughout their transit network, improved quality of service for passengers, and overall ridership growth all contribute to the opportunity for further growth and expansion of their network. This often leads customers to grow their contracts with Via, increasing the number of vehicles and vehicle-hours on their platform to serve larger geographies or incorporate additional transportation verticals.
In addition, we benefit from regional network effects which are unique to our customers. While public transportation is inherently local, it also requires and greatly benefits from regional connectivity. Our customers are in many cases part of collaborative multi-government regional coalitions such as Metropolitan Planning Organizations. In many cases, residents of one local jurisdiction may work in another jurisdiction, and there are real incentives for both jurisdictions to share best practices and integrate their transit systems. Therefore, customer references are a major driver of our rapid growth, and we often see the adoption of our platform by one city or agency quickly leading to adoption by multiple customers in the surrounding area.
Recent Developments
IPO-On September 15, 2025, the Company completed its IPO in which we issued and sold 7,142,857 shares of Class A common stock at $46.00 per share ("IPO Price"). Subsequently, on October 14, 2025, the underwriters of the IPO elected to exercise their over-allotment option to purchase an additional 1,358,236 shares of Class A common stock at the IPO Price. The Company received net cash proceeds of $362.4 million after deducting underwriting discounts and commissions of $24.6 million, and offering costs of $4.0 million.
Certain selling stockholders offered an additional 3,571,428 shares of the Company's Class A common stock at the IPO Price in a secondary offering.
In connection with the IPO, we amended and restated our Charter and entered into an exchange agreement with our CEO and certain of his affiliates, resulting in the reclassification of all shares of our common stock outstanding prior to completion of the IPO into an equivalent number of shares of Class A common stock and the exchange of all shares of Class A common stock held by the CEO and his affiliates for an equivalent number of shares of Class B common stock.
In connection with the IPO, all outstanding shares of our convertible preferred stock automatically converted into an equal number of shares of Class A common stock and $53.3 million in principal and accrued contractual interest on our convertible notes (the "Convertible Notes") automatically converted into 1,655,908 shares of Class A common stock.
Downtowner acquisition-On December 12, 2025, the Company acquired Downtowner Transportation LLC and all of its affiliated subsidiaries ("Downtowner") for cash consideration of $40.7 million. Downtowner is a transportation technology company specializing in innovative and efficient public transit solutions for destination cities in the United States.
Key Business Metrics
We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions:
($ in millions) December 31,
2025 		December 31,
2024
Customer Count 821 665
Platform Annual Run-Rate Revenue $ 476 $ 367
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 December 31, 2025 with 821 customers, up 23% compared to our 665 customers as of December 31, 2024.
Platform Annual Run-Rate Revenue
Platform Annual Run-Rate Revenue for any quarter represents our revenue for that quarter multiplied by four. We believe that Platform Annual Run-Rate Revenue is a key metric to our 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 30% for the quarter ending December 31, 2025, at $476 million, compared to $367 million for the quarter ending December 31, 2024.
Key Factors Affecting our Performance
Onboarding New Customers
Our success depends on our ability to onboard new customers at an efficient rate. Although the rapid adoption of our platform has resulted in significant revenue growth over the past three years, we are in the early stages of capturing a large market opportunity, and our continued success will depend on the pace of government services digitization, and our effectiveness at acquiring new customers.
Growing Existing Customer Relationships
We are intensely focused on growing our relationships with our existing customer base. Once a customer adopts our platform, we work to rapidly grow our relationship by expanding the scale of our contract (through volume usage), upselling new solutions or transportation verticals (such as paratransit, scheduling, or school transport), and introducing new modules (such as tech-enabled services, a Mobility-as-a-Service app, service design consulting, and data and insights). Our ability to expand our relationships with our customers is often driven by the operational effectiveness and impact of our solutions, and this expansion is key to our overall success.
Revenue Retention
Our platform is mission-critical for our customers. It provides numerous benefits, allowing customers to automate their workflows, optimize their operations, and generate real-time data and insights. It also provides passengers with a more reliable, accessible, and modern transportation network. When our customers and the communities they serve experience the tangible benefits that our platform provides, we become deeply entrenched in those communities and our contracts can become sticky. Our ability to retain existing contracts affects our financial performance by driving revenue predictability and allowing us to focus our sales and marketing on acquiring new customers and growing our existing relationships, rather than the ongoing re-acquisition of our customer base.
Efficient Go-to-Market Strategy
We sell access to our platform directly through a global sales force with local expertise in public transportation, government operations, and public procurement. Selling into a variety of distinct end markets and geographies requires a combination of highly-trained personnel and well-honed processes, supported by an extensive library of content and data from our AI-powered simulation and analytics tools. We believe that our ability to understand deeply and sell efficiently to a broad set of government customers is a key driver of our future growth.
Continued Development of Innovative Technology and Data
Our platform is the product of many years of intensive research and development effort and billions of data points from trips completed on our platform. We believe that our future success is dependent on our ability to continue to develop or acquire, market, and sell software for existing and new transportation verticals to our customers.
Maintaining Operating Leverage
We have a track record of scaling revenue with meaningful operating leverage, driven by continued efficiency in Sales & Marketing; automation, process improvements and AI initiatives in Research & Development; and an overall disciplined approach to hiring. Our ability to continue operating the business while maintaining a similar level of rigor in managing operating expenses is key to our continued positive operating leverage.
Seasonality
Our revenue can be impacted by seasonality and weather, which result in fluctuations in travel patterns throughout the year. For example, we typically see reduced demand and changes in travel patterns during holiday periods and short-term changes in demand due to varying weather conditions (e.g., winter storms). We may also see reduced demand when schools and commuter patterns change in the summer. These variations may impact revenue as our customers adjust volume to meet fluctuating demand.
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.
General and Administrative
General and administrative expenses 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. 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 is comprised of interest accrued on our line of credit and Convertible Notes.
We expect interest expense will vary each reporting period depending on changes in our outstanding indebtedness and applicable interest rates. 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.
Loss on Extinguishment of Convertible Notes
On September 15, 2025, upon the closing of our 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. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $10.9 million loss on extinguishment, calculated as the difference between the fair value of the shares issued and the carrying value of the notes and the embedded derivative feature liability at conversion. There are no further obligations related to these notes.
Other Income (Expense), Net
Other income (expense), net consists primarily of the non-cash gain or loss relating to the change in the fair value of warrants to purchase convertible preferred stock and the Convertible Notes embedded derivative feature. Other income (expense), net also includes the impact of the gain or loss on transactions denominated in foreign currencies and income related to employee retention credits under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act").
We expect the absolute dollar value of other income (expense), net to decrease in future reporting periods following the extinguishment of our warrants and Convertible Notes during 2025, which were one-time events, and a resulting decrease in the expected amount of non-cash fair value gains or losses.
Provision for Income Taxes
We are subject to taxes in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to current U.S. income tax. Due to cumulative losses, we maintain a valuation allowance against our deferred tax assets, except in certain foreign subsidiaries that generate income. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets. Realization of our deferred tax assets depends upon future earnings, the timing and amount of which are uncertain.
Results of Operations
The following table summarizes our consolidated statements of operations data for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Revenue $ 434,337 $ 337,630 $ 248,854
Cost of revenue (1)(2)
262,537 206,790 149,446
Gross profit 171,800 130,840 99,408
Operating expenses:
Research and development (1)
92,352 88,987 95,833
Sales and marketing (1)
67,423 55,484 53,799
General and administrative(1)(2)
88,641 70,265 64,231
Total operating expenses 248,416 214,736 213,863
Operating loss (76,616) (83,896) (114,455)
Interest income 5,272 2,195 3,599
Interest expense (7,343) (4,291) (653)
Loss on extinguishment of convertible notes (10,949) - -
Other income (expense), net (4,204) (2,670) (3,640)
Loss before provision for income taxes (93,840) (88,662) (115,149)
Provision for income taxes (2,521) (1,890) (1,815)
Net loss (96,361) (90,552) (116,964)
Net income (loss) attributable to noncontrolling interest - (271) (278)
Net loss attributable to common stockholders $ (96,361) $ (90,281) $ (116,686)
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(1)Includes stock-based compensation and related employer payroll taxes as follows:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Cost of revenue $ 203 $ 227 $ 185
Research and development 8,626 6,583 4,959
Sales and marketing 7,340 4,023 3,134
General and administrative 15,083 10,393 4,848
Total $ 31,252 $ 21,226 $ 13,126
(2)Includes amortization of acquired intangible assets as follows:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Cost of revenue $ 1,593 $ 2,441 $ 2,153
General and administrative 3,065 3,174 2,763
Total $ 4,658 $ 5,615 $ 4,916
The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue for the years ended December 31, 2025, 2024 and 2023(1):
Year Ended December 31,
2025 2024 2023
Revenue 100 % 100 % 100 %
Cost of revenue 60 61 60
Gross profit 40 39 40
Operating expenses:
Research and development 21 26 38
Sales and marketing 16 16 22
General and administrative 20 21 26
Total operating expenses 57 63 86
Operating loss (18) (24) (46)
Interest income 1 - 1
Interest expense (2) (1) -
Loss on extinguishment of convertible notes (3) - -
Other income (expense), net (1) (1) (1)
Loss before provision for income taxes (22) (26) (46)
Provision for income taxes (1) (1) (1)
Net loss (22) (27) (47)
Net income (loss) attributable to noncontrolling interest - - -
Net loss attributable to common stockholders (22) (27) (47)
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(1)Percentage may not foot due to rounding
Comparison of the Years Ended December 31, 2025 and 2024
Revenue
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Revenue:
Platform $ 434,337 $ 330,841 $ 103,496 31 %
Legacy - 6,789 (6,789) N/M
Total $ 434,337 $ 337,630 $ 96,707 29 %
Our Platform revenue increased by 31% year-over-year. The increase was driven by continued growth in new customers as well as rapid expansion with existing customers. Our total customer count increased by 23%, from 665as of December 31, 2024 to 821 as of December 31, 2025, driven by an organic customer growth rate of approximately 9%, with the remainder added through the Downtowner acquisition in December 2025. We also achieved rapid revenue growth with our existing customers. Consistent with 2024, revenue expansion with existing customers drove the majority of our revenue growth.
The increase in revenue was driven by significant growth from our customers located in the United States, our largest end-market. Our United States revenue increased by $88.7 millionor approximately 40%year-over-year. We also benefitted from continued momentum with our government customers, which represented an increase in revenue of $95.4 million, or approximately 31%year-over-year.
In each of the years ended December 31, 2025 and 2024, we generated 97% of our revenue from recurring subscription fees. Revenue contribution from upfront implementation services, consulting contracts, and other one-time revenue represented 3% of our total revenues in each of the years ended December 31, 2025 and 2024.
The decrease in Legacy revenue is attributable to the expiration of our one remaining contract in this operating segment in the second quarter of 2024. We did not pursue a renewal for this contract, in line with our strategy to focus on our Platform segment which represented 100% of our revenue in 2025.
Cost of Revenue, Gross Profit, and Gross Margin
The following table summarizes our cost of revenue, gross profit, and gross margin for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Cost of revenue $ 262,537 $ 206,790 $ 55,747 27 %
Gross profit 171,800 130,840 40,960 31 %
Gross margin 40% 39%
Cost of revenue includes $223.5 million in technology-enabled services, $25.8 million in launch and support personnel and $13.3 million in IT and other costs for the year ended December 31, 2025. Cost of revenue increased primarily due to an increase of $55.8 million in tech-enabled services costs required to support new customers and our growth with existing customers.
Gross margin increased from 39% in the year ended December 31, 2024 to 40% in the year ended December 31, 2025. The increase was primarily due to general scale efficiencies across cost of goods sold.
Operating Expenses
The following table summarizes our operating expenses for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Operating expenses:
Research and development $ 92,352 $ 88,987 $ 3,365 4 %
Sales and marketing 67,423 55,484 11,939 22 %
General and administrative 88,641 70,265 18,376 26 %
Total $ 248,416 $ 214,736 $ 33,680 16 %
Research and Development
Research and development expenses increased primarily due to a $2.0 million increase in stock-based compensation costs following the issuance of new equity awards in connection with our IPO, and a $1.2 million increase in information technology costs as a result of the higher utilization of third-party applications and services to support the continued growth and development of our platform.
Sales and Marketing
Sales and marketing expenses increased primarily due to a $7.6 million increase in personnel costs driven by increased headcount for our North America sales and marketing team and issuances of new equity awards, and a $3.6 million increase in general marketing and advertising spend.
General and Administrative
General and administrative expenses increased primarily due to a $14.8 millionincrease in non-personnel costs driven by (i) a $7.3 millionincrease in fees from professional and outsourced service providers, including costs associated with the RideCo patent litigation, our IPO and ongoing public company infrastructure, (ii) a $6.8 millionincrease in insurance expenses, primarily related to the renewal of our auto liability and director and officer liability policies, and (iii) a $0.7 millionincrease in other corporate costs resulting from growth in operations. In addition, personnel costs increased by $3.6 million, driven by increased stock-based compensation costs following the issuance of new equity awards in connection with our IPO.
Interest Income
The following table summarizes our interest income for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Interest income $ 5,272 $ 2,195 $ 3,077 140 %
We recorded interest income of $5.3 million in the year ended December 31, 2025 as compared to $2.2 million in the year ended December 31, 2024. The increase resulted from a higher surplus investable cash balance in 2025 as compared to 2024.
Interest Expense
The following table summarizes our interest expense for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Interest expense $ (7,343) $ (4,291) $ (3,052) 71 %
We recorded interest expense of $7.3 million in the year ended December 31, 2025 as compared to $4.3 million in the year ended December 31, 2024. The increase was attributable to a $4.0 million increase in interest on our Convertible Notes, partially offset by a decrease of $0.9 million in interest on our line of credit. On September 15, 2025, upon the closing of our IPO, the Convertible Notes converted into shares of our Class A common stock and no longer accrue interest. In November 2025, we repaid in full the outstanding balance on our line of credit.
Loss on Extinguishment of Convertible Notes
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Loss on extinguishment of convertible notes $ (10,949) $ - $ (10,949) N/M
Concurrently with the closing of our 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. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $10.9 million loss on extinguishment.
Other Income (Expense), Net
The following table summarizes the components of other income (expense), net for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Revaluation of warrants liability $ 2,273 $ (4,500) $ 6,773 -151 %
Revaluation of convertible notes embedded derivative feature (9,312) (370) (8,942) 2417 %
Employee retention credit 2,483 1,857 626 34 %
Foreign currency transaction gain (loss) 475 326 149 46 %
Other (123) 17 (140) -824 %
Total $ (4,204) $ (2,670) $ (1,534) 57 %
The increase in other expense is primarily due to the recognition of a non-cash loss of $9.3 million for the change in fair value of the Convertible Notes' embedded derivative feature. This loss reflects the increase in the fair value of the conversion feature through the conversion date, which occurred immediately prior to the closing of our IPO. The fair value of the embedded derivative feature at the conversion date was determined based on the intrinsic value associated with a 30% discount to the IPO price.
Partially offsetting this loss was the impact of (i) the recording of non-cash revaluation adjustments of $2.3 million relating to an outstanding warrant to purchase shares of Series E preferred stock, which was exercised in February 2025, and (ii) a $2.5 million benefit related to an employee retention credit under the CARES Act.
Provision for Income Taxes
The following table summarizes the provision for income taxes for the years ended December 31, 2025 and 2024:
Year Ended December 31, Change
($ in thousands) 2025 2024 Amount %
Provision for income taxes $ (2,521) $ (1,890) $ (631) 33 %
Effective tax rate (2.7)% (2.1)%
The increase in provision for income taxes was due primarily to the increase 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 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.
Year Ended December 31,
($ in thousands) 2025 2024 2023
Adjusted Gross Profit $ 173,596 $ 133,508 $ 101,746
Adjusted Gross Margin 40% 40% 41%
Adjusted EBITDA $ (33,394) $ (54,392) $ (91,998)
Adjusted EBITDA Margin (8)% (16)% (37)%
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 year ended December 31, 2024 to 40% in the year ended December 31, 2025. Adjusted Gross Margin remained consistent at 40%for the years ended December 31, 2025 and 2024.
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 years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Gross profit $ 171,800 $ 130,840 $ 99,408
Gross profit margin 40% 39% 40%
Stock-based compensation and related employer payroll taxes 203 227 185
Amortization of acquired intangibles(1)
1,593 2,441 2,153
Adjusted Gross Profit $ 173,596 $ 133,508 $ 101,746
Adjusted Gross Margin 40% 40% 41%
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(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 historical M&A activity, including the Downtowner acquisition completed in December 2025. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA Margin improved by 8percentage points in the year ended December 31, 2025 as compared to the year ended December 31, 2024, 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, for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Net loss $ (96,361) $ (90,552) $ (116,964)
Interest Income (5,272) (2,195) (3,599)
Interest expense 7,343 4,291 653
Loss on extinguishment of convertible notes 10,949 - -
Provision for income taxes 2,521 1,890 1,815
Other (income) expense, net (1)
4,204 2,670 3,640
Depreciation and amortization (2)
6,264 7,530 6,477
Stock-based compensation and related employer payroll taxes 31,252 21,226 13,126
Patent litigation costs(3)
2,909 310 2,304
Transaction costs (4)
2,797 438 550
Adjusted EBITDA $ (33,394) $ (54,392) $ (91,998)
Net loss margin (22)% (27)% (47)%
Adjusted EBITDA Margin (8)% (16)% (37)%
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(1)Other income (expense) consists primarily of non-cash losses relating to the change in the fair value of warrants to purchase convertible preferred stock, which were exercised in February 2025 and the Convertible Notes' embedded derivative feature.
(2)Excludes amortization of internal-use software.
(3)Patent Litigation costs relate to the RideCo litigation in which Via won a trial in January 2025 and defending the verdict on appeals.
(4)Transaction costs include nonrecurring costs incurred in relation to our IPO and business combinations.
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) December 31,
2025 		December 31,
2024
Cash and cash equivalents $ 370,914 $ 77,905
Credit agreement (1)
86,183 52,867
Total $ 457,097 $ 130,772
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(1)Represents the total committed amount under our Credit Agreement of $100 million less amounts drawn as revolving loans or 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) 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%. We are charged a commitment fee of 0.325% for committed but unused amounts.
On February 20, 2024, we drew down $40.0 million on the revolving line of credit as a SOFR loan. In November 2025, we repaid in full the remaining outstanding balance of the SOFR Loan.
For the years ended December 31, 2025 and 2024, we recognized interest expense of $1.8 million and $2.7 million, respectively, in relation to the revolving line of credit.
We had letters of credit outstanding under the letter of credit subfacility of $13.8 million as of December 31, 2025.
As of December 31, 2025, we had $86.2 million in available borrowings under the Credit Agreement.
Our Credit Agreement contains customary representations and warranties, certain financial and nonfinancial covenants, including certain limitations on liens and indebtedness. The financial covenants include a requirement to maintain minimum liquidity of $50.0 million plus 50% of any principal amounts funded under the incremental facility. Additionally, we are required to meet certain revenue targets, which we have continued to meet. As of December 31, 2025, we were in compliance with all covenants.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
($ in thousands) 2025 2024 2023
Net cash (used in) provided by
Operating activities $ (30,869) $ (69,962) $ (92,618)
Investing activities (45,806) (4,451) (43,329)
Financing activities 368,326 80,278 113,930
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents 1,445 (477) 2,247
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents $ 293,096 $ 5,388 $ (19,770)
Operating Activities
Net cash used in operating activities was $30.9 million in the year ended December 31, 2025. The factors affecting our operating cash flows during this period were our net loss of $96.4 million and $5.1 million of cash outflows from changes in our operating assets and liabilities, offset by non-cash charges of $70.6 million. The cash outflow from changes in our operating assets and liabilities was primarily due to $8.5 million of outflows in relation to operating lease liabilities, offset by the net impact of smaller fluctuations in other operating assets and liabilities. The non-cash charges consisted primarily of stock-based compensation expense of $30.3 million, a $10.9 million loss on extinguishment of our Convertible Notes, a $9.3 million loss from the revaluation of the Convertible Notes' embedded derivative feature prior to conversion and $9.0 million in noncash operating lease expense.
Investing Activities
Net cash used in investing activities was $45.8 million in the year ended December 31, 2025, and is primarily comprised of the cash paid for the acquisition of Downtowner of $39.9 million (net of cash acquired of $0.8 million). Investing outflows also included $5.9 million of cash utilized for purchases of property and equipment, inclusive of internally capitalized software.
Financing Activities
Net cash provided by financing activities was $368.3 million in the year ended December 31, 2025, which primarily consisted of cash proceeds from our IPO of $366.4 million. Also contributing to the increase were proceeds from the exercise of warrants of $20.0 million, proceeds from the exercise of stock options of $13.7 million (inclusive of proceeds from option exercises in relation to the IPO secondary offering), and the issuance of Convertible Notes of $7.5 million. These increases were partially offset by repayments on our Credit Agreement of $35.0 million and IPO costs of $4.0 million.
Contractual Obligations and Commitments
Our principal commitments consist of our obligations under operating leases for our offices. See Note 11 of our consolidated financial statements for additional details of our operating lease commitments.
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.
Critical Accounting Estimates
Our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with U.S. GAAP. The preparation of consolidated 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.
Revenue Recognition
In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), we recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for promised goods or services. We apply the following five-step revenue recognition model in accounting for our revenue arrangements:
•Identification of the contract(s) with the customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, we satisfy a performance obligation.
Our customers purchase a subscription to our platform with recurring, volume-based fee arrangements. The subscription grants customers the right to access our platform which comprises the software in a cloud-based environment controlled by us and tech-enabled services (such as managed driver services, customer support and fleet management services) either provided by third parties or by us.
The transaction price for subscription services is variable based on the customer's volume, but may be subject to monthly contractual minimums. Revenue for our subscription services is recognized using a time-elapsed method based on the passage of each day of service, as this best depicts our performance in transferring each day of service to the customer. Revenue is recognized in the period in which the volume is used, as these fees relate specifically to our efforts to provide the service in that period and represent the amount that we are entitled to for providing the services.
We also derive revenue from professional services primarily related to distinct pre-launch implementation support activities, project management, consulting services, and other offerings. These services are provided on either a time and materials or fixed fee basis. Revenue from professional services is recognized on a proportional performance output-method basis as the services are rendered, as the customers benefit from the professional services as they are being performed.
Stock-based Compensation
We account for stock-based compensation based on the grant date fair value of equity awards. The Company recognizes compensation expense for the value of its awards based on the straight-line method over the requisite service period of each of the awards. Forfeitures are accounted for when they occur. The aggregate amount of compensation expense that is recognized as of any date is at least equal to the grant date fair value of the vested portion of the award on that date.
The grant date fair value of option awards is estimated on the grant date using the Black-Scholes-Merton ("Black-Scholes") option-pricing model ("OPM"). The assumptions used in the Black Scholes model are estimated as follows:
•Dividend yield-expected dividend yield is zero, as we have not historically paid dividends and have no foreseeable plans to pay dividends on any class of our common stock.
•Expected volatility-we estimated expected volatility based on common stock volatility of similar companies as our common stock was not publicly traded prior to our IPO.
•Risk-free interest rate-the risk-free interest rate is based on the yield from U.S. Federal Reserve rates with an equivalent term.
•Expected term-we estimate the expected term as the midpoint between the requisite service period and the contractual term.
•Fair value of common stock-because there was no public market for the Company's common stock prior to our IPO, the board of directors, with the assistance of a third-party valuation specialist, determined the common stock fair value based on generally accepted valuation methodologies for the common stock of a privately held company using a market approach with a guideline publicly traded company method. The valuation considered both an IPO scenario on a fully diluted basis and a going concern scenario using a Black-Scholes OPM allocation.
The grant date fair value of restricted stock units ("RSUs") that contain service vesting conditions is estimated based on the fair value of the underlying shares on the grant date. The grant date fair value of restricted stock units that contain market based vesting conditions ("PSUs") is determined using a Monte Carlo valuation model that incorporates the likelihood of meeting the market condition.
Common Stock Valuations
Prior to our IPO the fair value of the common stock underlying our equity awards was determined by our board of directors, after considering contemporaneous third-party valuations and input from management. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Each fair value estimate was based on a variety of factors, which included the following:
•third-party valuations of common and convertible preferred stock and secondary market trading information;
•the prices, rights, preferences and privileges of the convertible preferred stock relative to those of the common stock;
•the lack of marketability of the common stock;
•the likelihood of various potential liquidity events, such as an initial public offering or sale of Via, given prevailing market conditions;
•the prices of recent sales of our convertible preferred stock to investors;
•secondary sales of our capital stock; and
•average historical stock price volatility of comparable publicly-traded companies in our industry peer group.
In valuing our common stock, the fair value of our business, or enterprise value, was determined using a market approach with a guideline publicly traded company method. The valuation considered both an IPO scenario on a fully diluted basis and a going concern scenario using a Black-Scholes OPM allocation.
Under each scenario a discount for lack of marketability ("DLOM") is applied to the fully marketable equity value per share to arrive at the fair value of ordinary shares. A DLOM is applied based on the theory that as an owner of a private company stock, the stockholder has limited opportunities to sell this stock and any such sale would involve significant transaction costs, thereby reducing overall fair market value.
Business Combinations
We account for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we are required to make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements for a description of recently issued accounting pronouncements.
Implications of Being an Emerging Growth Company
We qualify as an "emerging growth company" as defined in 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 are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
We may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of our IPO or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest of (a) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more, (b) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities, (c) the last day of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year and (d) the fiscal year-end following the fifth anniversary of the completion of the IPO.
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 intend to take advantage of this exemption.
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."
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