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

Rhea-AI Filing Summary

Via Transportation, Inc. (VIA) Form 4: Daniel Ramot, the company's Chief Executive Officer and a director, reported multiple equity transactions around the issuer's IPO closing. On 09/11/2025 he was granted/acquired 500,000 shares/options at an exercise price of $7.483. Subsequent filings on 09/15/2025 reflect a reclassification of Common Stock into Class A Common Stock and exchanges into Class B Common Stock per board-approved transactions. The filing discloses 362,108 RSUs vesting over three years and 2,051,945 PSUs subject to service and stock-price performance vesting through the seventh anniversary of the IPO closing. The report also shows a sale of 500,000 Class A shares on 09/15/2025 at $43.10 per share.

Positive

• Significant executive ownership: Reporting Person beneficially owns large blocks across Common, Class A and Class B shares, aligning interests with shareholders
• Vesting and performance incentives: 362,108 RSUs and 2,051,945 PSUs provide multi-year, performance-linked retention incentives
• Fully vested options available: Certain stock options (500,000 underlying shares) are fully vested and immediately exercisable

Negative

• Insider sale disclosed: 500,000 Class A shares were sold on 09/15/2025 at $43.10, representing a material liquidity event
• Large potential dilution: Over 2 million PSUs and multiple option tranches could increase share count if performance conditions are met

Insights

Financial Analyst

TL;DR: CEO holds substantial equity and performance-linked awards, with recent option grants and a notable secondary sale.

The Form 4 documents material insider holdings and incentive alignment. The CEO's reported ownership includes both direct and indirect positions across Common, Class A and Class B shares, plus a mix of fully vested and time- or performance-vested equity awards. The presence of 2,051,945 PSUs with multi-year, stock-price-linked vesting ties significant potential dilution to share-price performance over seven years. A 500,000-share sale at $43.10 is disclosed, representing a liquidity event but the filing does not quantify percentage ownership changes or motives. All analysis is limited to explicit disclosures in the Form 4.

Corporate Governance Expert

TL;DR: Transactions reflect standard post-IPO reclassifications and board-approved exchanges, with executive retention incentives retained.

The record shows reclassification of Common into Class A stock and subsequent exchanges into Class B stock pursuant to board approval, along with RSUs and PSUs designed to retain and incentivize the CEO. Several stock options are fully vested and exercisable, while other option tranches and RSUs/PSUs vest over time or upon performance thresholds. The filing provides requisite details on vesting schedules and trustee-held indirect holdings but does not state percent ownership or any waiver/exemption beyond Rule 16b-7 reclassification language.

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^*

Ramot Daniel

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		M		500,000	A	$7.483	3,760,236	D
Common Stock	09/15/2025		J(1)		3,760,236	D	(1)	0	D
Common Stock	09/15/2025		J(1)		3,000,000	D	(1)	0	I	See footnote(2)
Class A Common Stock	09/15/2025		J(1)		3,760,236	A	(1)	3,760,236	D
Class A Common Stock	09/15/2025		J(1)		3,000,000	A	(1)	3,000,000	I	See Footnote(2)
Class A Common Stock	09/15/2025		J(3)		846,183	D	(3)	2,914,053(4)(5)(6)	D
Class A Common Stock	09/15/2025		J(3)		3,000,000	D	(3)	0	I	See Footnote(2)
Class A Common Stock	09/15/2025		S		500,000	D	$43.1	2,414,053	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)	$7.483	09/11/2025		M			500,000	(7)	09/09/2030	Common Stock	500,000	$0	250,000	D
Stock Option (right to buy)	$8.099	09/15/2025		J(3)			100,000	(7)	06/18/2029	Common Stock	100,000	$0	0	D
Stock Option (right to buy)	$8.099	09/15/2025		J(3)		100,000		(7)	06/18/2029	Class A Common Stock	100,000	$0	100,000	D
Stock Option (right to buy)	$7.483	09/15/2025		J(3)			250,000	(7)	09/09/2030	Common Stock	250,000	$0	0	D
Stock Option (right to buy)	$7.483	09/15/2025		J(3)		250,000		(7)	09/09/2030	Class A Common Stock(3)	250,000	$0	250,000	D
Stock Option (right to buy)	$15.71	09/15/2025		J(3)			750,000	(8)	02/18/2034	Common Stock	750,000	$0	0	D
Stock Option (right to buy)	$15.71	09/15/2025		J(3)		750,000		(8)	02/18/2034	Class A Common Stock(3)	750,000	$0	750,000	D
Class B Common Stock	(9)	09/15/2025		J(3)		846,183		(9)	(9)	Class A Common Stock	846,183	$0	846,183	D
Class B Common Stock	(9)	09/15/2025		J(3)		3,000,000		(9)	(9)	Class A Common Stock	3,000,000	$0	3,000,000	I	See Footnote(2)

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 (the "IPO Closing").

2. The shares are held by Green Spaces Grantor Retained Annuity Trust No. 1, for which the Reporting Person and an immediate family member serve as trustees.

3. Following the reclassification of Common Stock into Class A Common Stock, all shares of Class A Common Stock held by the Reporting Person or Green Spaces Grantor Retained Annuity Trust No. 1 were exchanged at a 1:1 ratio for shares of Class B Common Stock in a transaction previously approved by the Issuer's board of directors. Each share of Class A Common Stock issued to the Reporting Person following the vesting and settlement of restricted stock units ("RSUs") held prior to the IPO Closing, or upon exercise of stock options held prior to the IPO Closing, may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the Reporting Person.

4. Includes 362,108 RSUs, which vest over a three-year term, with one-third of the award vesting on September 11, 2026 and the remaining portion vesting in quarterly installments thereafter. Each RSU represents a contingent right to receive one share of Class A Common Stock.

5. (1/2) Includes 2,051,945 performance-based restricted stock units ("PSUs"), which vest based on certain service-based and stock price-based vesting conditions, with the stock price-based vesting condition comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets. The performance period for each tranche began upon the IPO Closing and ends on the seventh anniversary of the IPO Closing.

6. (2/2) As to any portion of the award that satisfies the stock price-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of the IPO Closing, so long as the Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee of the Issuer's board of directors in its good faith discretion. Each PSU represents a contingent right to receive one share of Class A Common Stock.

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

8. The stock option vests in 36 equal monthly installments beginning on May 1, 2023.

9. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

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 Daniel Ramot report for VIA?

The Form 4 reports grant/acquisition of 500,000 shares/options at $7.483 on 09/11/2025, reclassifications/exchanges on 09/15/2025, and a sale of 500,000 Class A shares at $43.10 on 09/15/2025.

How many RSUs and PSUs does the CEO hold according to the filing?

The filing discloses 362,108 RSUs vesting over three years and 2,051,945 PSUs with service and stock-price-based vesting over up to seven years.

Are any stock options fully vested for the CEO in the VIA Form 4?

Yes. The filing states the shares underlying a stock option for 500,000 shares are fully vested and immediately exercisable.

What is the nature of the indirect holdings reported?

Some shares are held by Green Spaces Grantor Retained Annuity Trust No. 1, for which the Reporting Person and an immediate family member serve as trustees, creating indirect beneficial ownership.

Do Class B shares convert to Class A for VIA?

Yes. The filing states each Class B Common Stock share is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.