STOCK BASED COMPENSATIONStock Options—On May 29, 2012, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2012 Plan”). On June 13, 2018, the board of directors of the Company adopted the Via Transportation, Inc. Employees and Non-Employees Share Incentive Plan (“2018 Plan”). Options granted under the 2012 Plan and 2018 Plan expire 10 years from the date of grant, unless otherwise determined in the award agreement. The options generally vest over a period of four years, unless otherwise decided by the Company’s board of directors. In conjunction with the Company’s IPO the 2012 Plan and 2018 Plan were replaced with the 2025 Omnibus Incentive Plan discussed below. Any
awards granted under the 2012 Plan and 2018 Plan prior to the Company’s IPO remain in effect pursuant to their terms.
The following is a summary of the Company’s stock option activity for the year ended December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Options | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in thousands) |
| Outstanding—December 31, 2024 | 10,800,927 | | $ | 12.84 | | | 6.84 | | $ | 78,535 | |
| Granted | 512,100 | | 22.46 | | | | | |
| Exercised | (1,623,520) | | 8.50 | | | | | |
| Forfeited | (279,743) | | 17.59 | | | | | |
| Expired | (106,183) | | 18.41 | | | | | |
Outstanding—December 31, 2025 | 9,303,581 | | 13.92 | | | 6.26 | | 140,360 | |
| Exercisable—December 31, 2025 | 7,233,403 | | | | | | |
The weighted-average grant-date fair value of options granted during the years ended December 31, 2025, 2024 and 2023, was $16.69, $12.01 and $9.52, respectively.
The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024 and 2023 was $50.9 million, $3.0 million and $4.3 million, respectively.
2025 Omnibus Incentive Plan—On September 11, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Plan. The maximum number of shares of the Company’s Class A common stock that may be issued under the 2025 Omnibus Incentive Plan is 7,263,418 shares.
RSUs—Under the 2025 Omnibus Incentive Plan, the Company issues RSUs subject to a service-based vesting condition. The RSUs generally vest over a period of either three or four years, unless otherwise decided by the Company’s board of directors. RSUs issued to non-employee members of the Company’s board of directors vest over a 15-month period.
The following table is a summary of the Company’s RSU activity for the year ended December 31, 2025:
| | | | | | | | | | | |
| Number of RSUs | | Weighted-Average Grant Date Fair Value |
| Unvested—December 31, 2024 | — | | $ | — | |
| Granted | 2,528,026 | | 43.87 | |
| Vested | (247) | | 46.00 | |
| Forfeited | (8,789) | | 46.00 | |
| Unvested—December 31, 2025 | 2,518,990 | | | 43.87 | |
PSUs—On September 11, 2025, the Company’s board of directors approved a grant to the CEO and CFO of stock price-based PSUs with respect to 2,051,945 and 434,782 shares of Class A common stock, respectively. The vesting of the PSUs is conditioned on satisfaction of certain service-based and stock price-based vesting conditions, with a performance period of seven years from the effectiveness of the Company’s IPO registration statement. The stock price-based vesting conditions are comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets relative to the IPO Price of $46 per share of Class A common stock measured on a 60-day average period.
The weighted-average grant date fair value per share of the PSUs was $20.23. All PSUs were outstanding as of December 31, 2025, as none have vested or been cancelled.
Stock Based Compensation Expense—The stock-based compensation expense recognized in the consolidated statements of operations for services received from employees and nonemployees for the years ended December 31, 2025, 2024 and 2023, is shown in the following table (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Cost of revenue | $ | 200 | | | $ | 227 | | | $ | 185 | |
| Research and development | 8,577 | | | 6,583 | | | 4,959 | |
| Sales and marketing | 7,121 | | | 4,023 | | | 3,134 | |
| General and administrative | 14,443 | | | 10,393 | | | 4,848 | |
| Total | $ | 30,341 | | | $ | 21,226 | | | $ | 13,126 | |
As of December 31, 2025, there was $172.3 million of unamortized stock-based compensation costs related to all unvested awards, which is expected to be recognized over a weighted-average period of approximately 3.9 years.