株探米国株
日本語 英語
エドガーで原本を確認する
0001603015false00016030152025-11-132025-11-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 13, 2025
___________________________________

VIA TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware 001-42841 45-5372621
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
114 5th Ave, 17th Floor, New York, NY
10011
(Address of Principal Executive Offices) (Zip Code)
(917) 877-0915
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, par value $0.00001 per share VIA New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company x   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition
On November 13, 2025, Via Transportation, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No. Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Via Transportation, Inc.



Dated: November 13, 2025
By:
/s/ Daniel Ramot

Name: Daniel Ramot

Title:
Chief Executive Officer
(Principal Executive Officer)





EX-99.1 2 viaq325pressrelease.htm EX-99.1 Document

Exhibit 99.1
vialogo.jpg
Via Announces Third Quarter 2025 Results
Revenue grew 32%, reflecting continued market embrace of Via’s cutting-edge platform and durability of its growth strategy.
•Q3 2025 Revenue of $110 million and Platform Annual Run-Rate Revenue of $439 million, an increase of 32% year-over-year.
•Customer Count of 713, an increase of 11% year-over-year.
•Adjusted EBITDA Margin of (8)%, an improvement of 9% from (17)% in the third quarter of 2024.

NEW YORK, NY, November 13, 2025 -- Via Transportation Inc (NYSE: VIA), the world’s leading platform for public transit software and services, today announced financial results for the third quarter of fiscal year 2025, which ended September 30, 2025.
“We are pleased with the momentum of the business in our first quarter as a public company. Via's third quarter results demonstrate the durability of our rapid growth and the stickiness of our platform," said Daniel Ramot, Via’s Co-founder and Chief Executive Officer. "Our investment in innovation and focus on ensuring we deliver quantifiable ROI to our customers has enabled us to exceed expectations across all key growth metrics. At the same time, we continue to generate significant operating leverage in the business resulting in a continuous improvement to our Adjusted EBITDA margin. We also benefit from the unique characteristics of the government sector which provide high visibility as we look to the quarters ahead.”
Fiscal Third Quarter 2025 Financial and Operational Highlights:
Q3 2025 Q3 2024 Change
(in thousands, except percentages and customer count)
Platform Annual Run-Rate Revenue (1)
$ 438,612  $ 333,256  32  %
Customer Count (2)
713  643  11  %
Revenue $ 109,653  $ 83,314  32  %
Gross Profit $ 43,086  $ 32,034  35  %
Adjusted Gross Profit (3)
$ 43,471  $ 32,688  33  %
Adjusted Gross Margin (3)
40  % 39  %  pt
Adjusted EBITDA (3)
$ (8,692) $ (14,265) (39) %
Adjusted EBITDA Margin (3)
(8) % (17) %  pts
Net Loss (4)
$ (36,887) $ (21,276) 73  %
Adjusted Net Loss (3)(4)
$ (9,684) $ (14,537) (33) %
(1)Platform Annual Run-Rate Revenue as of the last date in any quarter represents our Platform revenue for that quarter multiplied by four.
(2)Customer Count as of the last date in any quarter represents the number of distinct legal entities which generated Platform revenue in that quarter.
(3)This press release uses non-GAAP financial measures that adjust GAAP financial measures for the impact of various items. See the section titled “Non-GAAP Financial Measures” and the tables entitled “GAAP to Non-GAAP Reconciliation” below for additional information.
(4)The increase in Net Loss is primarily attributable to the loss on extinguishment on the convertible notes of $10.9 million and the revaluation of the convertible notes' embedded derivative feature of $5.2 million. Refer to the tables entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of Net Loss to Adjusted Net Loss.

1




Fourth Quarter and Full Year Outlook:
Our guidance includes non-GAAP measures. For the fourth quarter and full year 2025, Via expects the following:
Q4 2025 FY 2025
($ in millions)
Platform Revenue $114.6 - $115.1 $430.0 - $430.5
YoY Growth % 25.0% - 25.5% 30.0% - 30.2%
Adjusted EBITDA (1)
($8.5) - ($7.5) ($34.5) - ($33.5)
Adjusted EBITDA Margin (1)
(7.4) - (6.5)% (8.0) - (7.8)%
(1)Via is not able, at this time, to provide an outlook for GAAP net loss or a reconciliation of expected Adjusted EBITDA to GAAP net loss for the fourth quarter or full year 2025 because of the difficulty of estimating certain items excluded from Adjusted EBITDA that cannot be reasonably calculated or predicted without unreasonable efforts. For example, charges related to stock-based compensation and related employer payroll taxes expense require additional inputs, such as the number and value of awards granted, that are not currently ascertainable.

Conference Call Details
Via will host a conference call to discuss its third quarter fiscal year 2025 results at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) on November 13, 2025. A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company's Investor Relations Web site at investors.ridewithvia.com. Participants who choose to call in to the conference call can do so by dialing (800) 715-9871 or +1 (646) 307-1963 and entering the conference ID: 1199104. A replay of the call will be available and archived via webcast at investors.ridewithvia.com.
About Via
Via is the technology backbone of a modern transportation network. We transform public transportation systems into dynamic networks, based on data and demand. Cities and transit agencies around the world adopt Via’s suite of software and technology-enabled services to replace fragmented legacy systems and consolidate operations. As a result, Via lowers the cost of providing transit, improves the passenger experience, and brings more riders on board. Today, the Via platform is utilized by hundreds of cities across more than 30 countries to create public transportation systems that connect people with jobs, healthcare, and education.
Non-GAAP Financial Measures
We report certain non-GAAP financial measures, not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Research and Development expense, Adjusted Sales and Marketing expense, Adjusted General and Administrative expense, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Loss. These measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company’s results as reported under GAAP. Because not all companies calculate non-GAAP financial information identically, the presentations herein may not be comparable to other similarly titled measures used by other companies. The Company’s presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results will be unaffected by other unusual or non-recurring items. Further, such non-GAAP financial information of the Company should be considered in addition to, and not as superior to or as a substitute for, the historical consolidated financial statements of the Company prepared in accordance with GAAP. We urge you to review the reconciliations of the non-GAAP measures to their directly comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.

2




Safe Harbor/Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, and that reflect our current views with respect to, among other things, future events, and our future business, financial condition, results of operations, and prospects. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact, and are based on current expectations, estimates, and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. We cannot guarantee that future results reflected in the forward-looking statements will occur. Important factors that could cause actual results to differ materially include, but are not limited to the risks and uncertainties described in our S-1 and the Quarterly Report on Form 10-Q filed in connection with this earnings and other filings with the Securities and Exchange Commission (SEC). Except to the extent required by law, we do not undertake to update any of the information contained in this press release.
Media Contact: press@ridewithvia.com
Investor Relations: ir@ridewithvia.com

3




VIA TRANSPORTATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Revenue $ 109,653  $ 83,314  $ 315,428  $ 245,946 
Cost of revenue (1)(2)
66,567  51,280  190,581  152,085 
Gross profit 43,086  32,034  124,847  93,861 
Operating expenses:
Research and development (1)
23,131  22,166  67,214  67,624 
Sales and marketing (1)
17,657  13,434  48,832  40,717 
General and administrative (1)(2)
21,189  17,127  61,026  52,561 
Total operating expenses 61,977  52,727  177,072  160,902 
Operating loss (18,891) (20,693) (52,225) (67,041)
Interest income 883  438  1,937  1,760 
Interest expense (2,147) (945) (6,972) (2,420)
Loss on extinguishment of convertible notes (10,949) —  (10,949) — 
Other income (expense), net (5,293) 323  (4,082) (2,372)
Loss before provision for income taxes (36,397) (20,877) (72,291) (70,073)
Provision for income taxes (490) (399) (2,134) (1,581)
Net loss (36,887) (21,276) (74,425) (71,654)
Net income (loss) attributable to noncontrolling interest —  49  —  (159)
Net loss attributable to Via Transportation, Inc. $ (36,887) $ (21,325) $ (74,425) $ (71,495)
______________
(1)Includes stock-based compensation and related employer payroll taxes as follows:
Three Months Ended September 30, Nine Months Ended September 30,
              ($ in thousands) 2025 2024 2025 2024
              Cost of revenue $ 41  $ 38  $ 147  $ 169 
              Research and development 1,923  1,426  5,086  4,862 
              Sales and marketing 1,906  957  4,445  2,737 
              General and administrative 3,633  2,083  7,178  8,079 
              Total $ 7,503  $ 4,504  $ 16,856  $ 15,847 
(2)Includes amortization of acquired intangible assets as follows:
Three Months Ended September 30, Nine Months Ended September 30,
              ($ in thousands) 2025 2024 2025 2024
              Cost of revenue $ 344  $ 616  $ 1,198  $ 1,829 
              General and administrative 775  800  2,375  2,379 
              Total $ 1,119  $ 1,416  $ 3,573  $ 4,208 


:



4




VIA TRANSPORTATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
September 30,
2025
December 31
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 378,158  $ 77,905 
Accounts receivable—net of allowance of $41 and $127 as of September 30, 2025 and December 31, 2024, respectively
84,307  73,760 
Prepaid expenses and other current assets 16,441  11,537 
Total current assets 478,906  163,202 
NONCURRENT ASSETS:
Restricted cash and cash equivalents 1,134  1,084 
Property and equipment—net 13,010  11,189 
Operating lease right-of-use assets 16,244  15,193 
Deferred tax assets 1,183  401 
Intangible assets—net 24,127  26,324 
Goodwill 165,962  160,134 
Other noncurrent assets 1,492  1,242 
Total noncurrent assets 223,152  215,567 
TOTAL ASSETS $ 702,058  $ 378,769 
5




VIA TRANSPORTATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
September 30,
2025
December 31,
2024
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 5,663  $ 3,915 
Accrued expenses and other current liabilities 25,838  19,345 
Operating lease liabilities 8,106  8,307 
Deferred revenue 24,103  22,644 
Insurance payables 15,751  12,186 
Accrued compensation and benefits 13,244  10,152 
Total current liabilities 92,705  76,549 
NONCURRENT LIABILITIES:
Operating lease liabilities 8,409  7,264 
Line of credit 25,000  35,000 
Convertible notes —  32,035 
Derivatives liability —  18,819 
Deferred revenue 1,354  1,899 
Total noncurrent liabilities 34,763  95,017 
Total liabilities 127,468  171,566 
CONVERTIBLE PREFERRED STOCK, $0.00001 PAR VALUE —  1,195,058 
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock —  — 
Common stock
—  — 
Class A common stock
— 
Class B common stock
—  — 
Class C common stock
—  — 
Additional paid-in capital 1,736,317  109,447 
Accumulated other comprehensive income (loss) 7,652  (1,584)
Accumulated deficit (1,169,380) (1,094,955)
Total stockholders’ equity (deficit) attributable to Via 574,590  (987,092)
Noncontrolling interest —  (763)
Total stockholders’ equity (deficit) 574,590  (987,855)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK,
AND STOCKHOLDERS’ EQUITY (DEFICIT)
$ 702,058  $ 378,769 

6




VIA TRANSPORTATION, INC.
GAAP TO NON-GAAP RECONCILIATION

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.
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Gross profit $ 43,086 $ 32,034 $ 124,847 $ 93,861 
Gross profit margin 39% 38% 40% 38%
Stock-based compensation and related employer payroll taxes 41 38 147 169
Amortization of acquired intangibles (1)
344 616 1,198 1,829
Adjusted Gross Profit $ 43,471 $ 32,688 $ 126,192 $ 95,859 
Adjusted Gross Margin 40% 39% 40% 39%
(1)Amortization of acquired intangibles includes developed technology resulting from our acquisitions of Remix and Citymapper.
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 income (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. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Net loss $ (36,887) $ (21,276) $ (74,425) $ (71,654)
Interest Income (883) (438) (1,937) (1,760)
Interest expense 2,147 945 6,972 2,420
Loss on extinguishment of convertible notes 10,949 10,949
Provision for income taxes 490 399 2,134 1,581
Other (income) expense, net (1)
5,293 (323) 4,082 2,372
Depreciation and amortization (2)
1,542 1,836 4,804 5,711
Stock-based compensation and related employer payroll taxes 7,503 4,504 16,856 15,847
Patent litigation costs (3)
(95) 69 2,598 (88)
Transaction costs (4)
1,249 19 1,957 85
Adjusted EBITDA $ (8,692) $ (14,265) $ (26,010) $ (45,486)
Net loss margin (34)% (26)% (24)% (29)%
Adjusted EBITDA Margin (8)% (17)% (8)% (18)%
(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.
7




Adjusted operating expenses
Adjusted Research and Development expense, Adjusted Sales and Marketing expense and Adjusted General and Administrative Expense represent the respective GAAP measures excluding certain items that we do not consider indicative of our ongoing business performance: depreciation and amortization, stock-based compensation and related employer payroll taxes, and other non-recurring items such as patent litigation costs related to the RideCo litigation (a patent litigation in which Via won a trail in January 2025), and transaction costs related to our IPO and historical M&A activity.
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
GAAP research and development expense $ 23,131 $ 22,166 $ 67,214 $ 67,624 
Depreciation (119) (154) (395) (648)
Stock-based compensation and related employer payroll taxes (1,923) (1,426) (5,086) (4,862)
Transaction costs (1)
(189) (189)
Adjusted Research and Development expense $ 20,900 $ 20,586 $ 61,544 $ 62,114
GAAP sales and marketing expense $ 17,657 $ 13,434 $ 48,832 $ 40,717 
Stock-based compensation and related employer payroll taxes (1,906) (957) (4,445) (2,737)
Transaction costs (1)
(309) (313)
Adjusted Sales and Marketing expense $ 15,442 $ 12,477 $ 44,074 $ 37,980
GAAP general and administrative expense $ 21,189 $ 17,127 $ 61,026 $ 52,561 
Depreciation and amortization (1,079) (1,082) (3,211) (3,248)
Stock-based compensation and related employer payroll taxes (3,633) (2,083) (7,178) (8,079)
Patent litigation costs (2)
95 (69) (2,598) 88
Transaction costs (1)
(751) (19) (1,455) (85)
Adjusted General and Administrative expense $ 15,821 $ 13,874 $ 46,584 $ 41,237
(1)Transaction costs include nonrecurring costs incurred in relation to our IPO and business combinations.
(2)Patent Litigation costs relate to the RideCo litigation in which Via won a trial in January 2025 and defending the verdict on appeals.


8




Adjusted Net Loss
Adjusted Net Loss represents net loss excluding certain items that we do not consider indicative of our ongoing business performance: amortization of discount on convertible notes, loss on extinguishment of convertible notes, changes in the fair value of derivatives, depreciation and amortization, stock-based compensation and related employer payroll taxes, 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), transaction costs related to our IPO and historical M&A activity, and other income related to employee retention credit under the CARES Act.
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
GAAP net loss $ (36,887) $ (21,276) $ (74,425) $ (71,654)
Amortization of discount on convertible notes 1,491 4,819
Loss on extinguishment of convertible notes 10,949 10,949
Revaluation of warrants liability 478 (2,273) 3,326
Revaluation of convertible notes embedded derivative feature 5,217 9,312
Employee retention credit (441) (2,252)
Depreciation and amortization (1)
1,542 1,836 4,804 5,711
Stock-based compensation and related employer payroll taxes 7,503 4,504 16,856 15,847
Patent litigation costs (2)
(95) 69 2,598 (88)
Transaction costs (3)
1,249 19 1,957 85
Provision for income tax impact of adjustments (212) (167) (586) (586)
Adjusted Net Loss $ (9,684) $ (14,537) $ (28,241) $ (47,359)
(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 business combinations.

9