VIA 10-K & 10-Q changes, risk factors and insider trading

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 MarchJune 31,30, 2026 with 838847 customers, up 23% compared to our 682689 customers as of MarchJune 31,30, 2025.

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 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.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

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 682689 as of MarchJune 31,30, 2025 to 838847 as of MarchJune 31,30, 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 $24.8$26.6 million (or approximately 36%35% year-over-year) and the rest of the world excluding Germany which increased by $3.3$4.4 million (or approximately 36%46% year-over-year). This rapid growth was partially offset by slower growth in Germany, where revenue increaseddecreased by $0.7$2.5 million (or approximately 3%12% year-over-year).

Recurring subscription fees accounted for 99%95% of our revenue for the three months ended MarchJune 31,30, 2026, upcompared fromto 95%98% during the same period in 2025. Revenue contribution from upfront implementation services, consulting contracts, and other one-time revenue represented 1%5% and 5%2% of our total revenues in the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Cost of revenue includes $66.8$69.8 million in technology-enabled services, $7.3$6.9 million in launch and support personnel and $3.3$3.4 million in IT and other costs for three months ended MarchJune 31,30, 2026. Cost of revenue increased primarily due to an increase of $18.0$13.6 million in tech-enabled services costs required to support new customers and our growth with existing customers.

Research and development expenses increased primarily due to a $3.5$3.3 million increase in personnel costs. The increase in personnel expense resulted from a $2.4$2.8 million increase in stock-based compensation costs associated with the equity awards issued in connection with our IPO, and a $1.1$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 was primarily driven byincluded a $1.9$2.2 million currencyincrease impactresulting from fluctuations in the exchange rate of the Israeli Shekel, which appreciated by approximately 15%21% against the US Dollar over the corresponding period, as a large percentage of our research and development team continues to beis located in Israel. The currency impact more than offset a net reduction in research and development headcount in the comparative period.

General and administrative expenses increased primarily due to a $7.1 million increase in personnel costs and a $1.0$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 primarily related to our auto liability and director and officer insurance policies.

We recorded interest income of $2.8 million in the three months ended MarchJune 31,30, 2026 as compared to $0.6$0.5 million in the three months ended MarchJune 31,30, 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.

We recorded interest expense of $0.2$0.3 million in the three months ended MarchJune 31,30, 2026 as compared to $2.4 million in the three months ended MarchJune 31,30, 2025. Interest expense in the three months ended MarchJune 31,30, 2025 included $1.6$1.7 million of interest on our convertible notes and $0.6$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 and no longer accrue interest.stock. In November 2025, we repaid in full the outstanding balance on our line of credit.

The decreasepositive trend in other income (expense), net is primarily due to the impact of the recognition of a non-cash gainloss of $2.3$3.1 million in the three months ended MarchJune 31,30, 2025 relatingfor the change in fair value of the convertible notes’ embedded derivative feature. Immediately prior to anthe outstandingcompletion warrantof toour purchaseIPO, the convertible notes converted into shares of Seriesour EClass preferredA stock,common which was exercised in February 2025.stock.

Partially offsetting this variance was the net impact of (i) the impact of the recognition of a non-cash loss of $1.0 million in the three months ended March 31, 2025 for the change in fair value of the convertible notes’ embedded derivative feature, and (ii) a negative variance of $0.9 million in foreign currency transaction gain (loss) in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

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. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.

Adjusted EBITDA Margin improved by threefive and four percentage points in the three and six months ending MarchJune 31,30, 2026 as compared to the equivalent periodperiods in 2025, mostly driven by significant operating leverage in our operating expenses which allowed for substantial revenue growth with limited increase in operating expenses.

(3)Transaction costs include nonrecurring costs incurred in relation to our IPO and businessM&A combinations.activity.

For the three and six months ended MarchJune 31,30, 2025 wethe Company recognized interest expense of $0.6$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 MarchJune 31,30, 2026.

We had letters of credit outstanding and committed under the letter of credit subfacility of $20.6$28.0 million as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we had $79.4$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 MarchJune 31,30, 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.

Net cash used in operating activities was $21.2$31.8 million in the threesix months ended MarchJune 31,30, 2026. The factors affecting our operating cash flows during this period were our net loss of $20.1$39.7 million and $22.4$34.7 million of cash outflows from changes in our operating assets and liabilities, offset by non-cash charges of $21.3$42.6 million. The cash outflow from changes in our operating assets and liabilities was primarily due to increases of $13.8$23.6 million in accounts receivable, offsetcombined bywith the net impact of smaller fluctuations in other operating assets and liabilities. The increase in accounts receivable is primarily attributable to the increase in revenue combined with the timing of certain cash collections from our customers at MarchJune 31,30, 2026 as compared to December 31, 2025. The non-cash charges consisted primarily of $15.6$31.6 million in stock-based compensation expense, $3.3$6.1 million in non-cash operating lease expense and $2.4$4.8 million in depreciation and amortization expense.

Net cash used in investing activities was $2.3$4.4 million in the threesix months ended MarchJune 31,30, 2026, including net cash utilized for internally capitalized software of $2.0$4.0 million and $0.3$0.7 million in purchases of other property and equipment.

Net cash provided by financing activities was $1.0$1.7 million in the threesix months ended MarchJune 31,30, 2026, which consisted of proceeds from the exercise of stock options.

Our principal commitments consist of our obligations under operating leases for our offices.offices Seeand Noteforeign 11currency offorward our condensed consolidated financial statements for additional details of our operating lease commitments.contracts.