[Form 4] Via Transportation, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Via Transportation Form 4 shows an insider reporting equity holdings and option holdings following a reclassification tied to the company’s IPO. The reporting person holds 65,000 fully vested stock options exercisable at $23.24 per share, representing the right to acquire 65,000 Class A shares. In addition, 5,434 restricted stock units were granted that convert to Class A Common Stock and vest over 15 months with 80% vesting at one year and the remainder at the 15-month mark. A reclassification converted outstanding Common Stock into Class A Common Stock immediately prior to the IPO.

Positive

• 65,000 fully vested stock options exercisable at $23.24 per share, providing clear upside alignment with shareholders
• 65,000 Class A shares underlying the options reported as beneficially owned after the transaction
• 5,434 restricted stock units that convert to Class A Common Stock with a defined 15-month vesting schedule, showing structured compensation
• Reclassification to Class A Common Stock executed under Rule 16b-7, reflecting an IPO-related corporate action rather than open-market disposals

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider holds fully vested options and a modest RSU award; transactions reflect IPO-related reclassification rather than open-market trading.

The filing reports a reclassification of Common Stock into Class A Common Stock tied to the company's IPO process and discloses material compensation-related holdings: 65,000 stock options exercisable at $23.24 and 5,434 RSUs that convert to Class A shares and vest over 15 months. Because the options are fully vested and immediately exercisable, the insider has latent equity exposure contingent on exercise and market price. The RSU vesting schedule indicates near-term dilution potential tied to employee compensation.

Corporate Governance Expert

TL;DR: This is a routine Section 16 filing documenting equity awards and a corporate reclassification related to the IPO, with no disclosed sales.

The record shows the reporting person is a director and that the disclosed movements arise from a Rule 16b-7 reclassification and grants rather than open-market disposals. The presence of fully vested options suggests alignment with management incentives; the RSU vesting timetable is specified and limited in size. No transactions indicate insider sales or transfers beyond the reclassification, reducing immediate governance concerns about insider selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH SARAH G

(Last) (First) (Middle)

C/O VIA TRANSPORTATION, INC.

114 5TH AVE, 17TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Via Transportation, Inc. [ VIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		J(1)		5,434	D	(1)	0	D
Class A Common Stock	09/15/2025		J(1)		5,434(2)	A	(1)	5,434	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$23.24	09/15/2025		J(1)			65,000	(3)	10/20/2031	Common Stock	65,000	$0	0	D
Stock Option (right to buy)	$23.24	09/15/2025		J(1)		65,000		(3)	10/20/2031	Class A Common Stock	65,000	$0	65,000	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Includes 5,434 restricted stock units ("RSUs"), which vest over a period of 15 months following the grant date of September 11, 2025, with 80% of the award vesting on the one-year anniversary of the grant date and the remaining portion vesting on the 15-month anniversary of the grant date. Each RSU represents a contingent right to receive one share of Class A Common Stock.

3. The shares underlying the stock option are fully vested and immediately exercisable.

Remarks:

	/s/ Erin H. Abrams, as attorney-in-fact	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did the Via Transportation (VIA) Form 4 report?

The Form 4 reports a reclassification of Common Stock into Class A Common Stock, 65,000 fully vested stock options exercisable at $23.24, and 5,434 RSUs that convert to Class A shares.

Are the stock options reported for VIA exercisable now?

Yes. The filing states the 65,000 stock options are fully vested and immediately exercisable.

What is the vesting schedule for the 5,434 RSUs reported in the VIA Form 4?

The RSUs vest over 15 months: 80% at the one-year anniversary of the grant and the remainder at the 15-month anniversary.

Did the Form 4 disclose any insider sales of Via Transportation shares?

No. The reported disposal of Common Stock reflects an automatic reclassification into Class A Common Stock prior to the IPO, not an open-market sale.

What price are the reported options exercisable at for VIA?

The options have an exercise price of $23.24 per share.