STOCK TITAN

VIA Form 4: Preferred-to-Common Conversions and 5,434 RSUs Disclosed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Via Transportation, Inc. reported a Section 16 Form 4 for Nechemia Jacob Peres, a director, showing a series of ownership changes tied to the issuer's initial public offering on 09/15/2025. Multiple preferred share holdings across Pitango-affiliated funds were automatically converted 1:1 into Common Stock immediately prior to the IPO closing, and Common Stock positions were reclassified into Class A Common Stock. The filing lists specific share amounts by fund, including 2,169,549 Class A shares held by Pitango Venture Capital Fund VI, L.P., and other holdings across several Pitango funds. The report also discloses 5,434 restricted stock units that vest over 15 months beginning from a September 11, 2025 grant.

Positive

  • Preferred shares were automatically converted 1:1 into Common Stock at the IPO closing, simplifying capital structure
  • Common Stock was reclassified into Class A Common Stock, aligning holdings with the public share class
  • 5,434 RSUs granted with clear vesting (80% at one year, remainder at 15 months) provide explicit compensation terms

Negative

  • Multiple reported dispositions (reclassifications) reduced certain fund-level reported holdings to zero, which changes prior public reporting of those positions
  • Significant concentration of converted shares in Pitango funds (e.g., 2,169,549 Class A by one fund) indicates sizeable insider-linked holdings remain indirect

Insights

TL;DR: Routine post-IPO reclassification and preferred-to-common conversions disclosed; primarily administrative, limited immediate market impact.

The Form 4 documents conversion of multiple series of preferred stock into Common Stock on a 1:1 basis at the IPO closing and the subsequent reclassification of Common into Class A Common Stock on 09/15/2025. The reporting person is a partner in multiple Pitango vehicle general partners and discloses indirect voting and investment power over the listed positions. The transactions appear to reflect corporate reorganization tied to the IPO rather than open-market trades; derivative holdings

TL;DR: Disclosure clarifies beneficial ownership and governance ties across Pitango funds; important for transparency but not an adverse governance signal.

The filing clarifies that the reporting person, as partner of general partners for multiple Pitango funds, exercises voting and investment power indirectly and expressly disclaims direct beneficial ownership except to the extent of pecuniary interest. The report explicitly notes that many prior interests were reclassified or converted at IPO, and includes RSU grant mechanics. This strengthens public transparency about insider-related positions following the IPO restructuring.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Peres Nechemia Jacob

(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 C 680,928 A (1) 684,119 I By Pitango Continuation Fund 2021, LP(2)
Common Stock 09/15/2025 C 1,907,872 A (1) 1,922,518 I By Pitango Growth Fund I, L.P.(2)
Common Stock 09/15/2025 C 321,570 A (1) 347,864 I By Pitango Growth Fund II, L.P.(2)
Common Stock 09/15/2025 C 38,293 A (1) 38,587 I By Pitango Growth Principals Fund I, L.P.(2)
Common Stock 09/15/2025 C 7,620 A (1) 8,243 I By Pitango Growth Principals Fund II, L.P.(2)
Common Stock 09/15/2025 C 6,878 A (1) 6,911 I By Pitango Principals Continuation Fund 2021, LP.(2)
Common Stock 09/15/2025 C 2,169,549 A (1) 2,179,714 I By Pitango Venture Capital Fund VI, L.P.(2)
Common Stock 09/15/2025 C 279,491 A (1) 280,800 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Common Stock 09/15/2025 C 51,764 A (1) 52,006 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 5,434 D (3) 0 D
Common Stock 09/15/2025 J(3) 684,119 D (3) 0 I By Pitango Continuation Fund 2021, LP(2)
Common Stock 09/15/2025 J(3) 1,922,518 D (3) 0 I By Pitango Growth Fund I, L.P.(2)
Common Stock 09/15/2025 J(3) 347,864 D (3) 0 I By Pitango Growth Fund II, L.P.(2)
Common Stock 09/15/2025 J(3) 38,587 D (3) 0 I By Pitango Growth Principals Fund I, L.P.(2)
Common Stock 09/15/2025 J(3) 8,243 D (3) 0 I By Pitango Growth Principals Fund II, L.P.(2)
Common Stock 09/15/2025 J(3) 6,911 D (3) 0 I By Pitango Principals Continuation Fund 2021, LP.(2)
Common Stock 09/15/2025 J(3) 2,179,714 D (3) 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Common Stock 09/15/2025 J(3) 280,800 D (3) 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Common Stock 09/15/2025 J(3) 52,006 D (3) 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 5,434(4) A (3) 5,434 D
Class A Common Stock 09/15/2025 J(3) 684,119 A (3) 684,119 I By Pitango Continuation Fund 2021, LP(2)
Class A Common Stock 09/15/2025 J(3) 1,922,518 A (3) 1,922,518 I By Pitango Growth Fund I, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 347,864 A (3) 347,864 I By Pitango Growth Fund II, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 38,587 A (3) 38,587 I By Pitango Growth Principals Fund I, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 8,243 A (3) 8,243 I By Pitango Growth Principals Fund II, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 6,911 A (3) 6,911 I By Pitango Principals Continuation Fund 2021, LP(2)
Class A Common Stock 09/15/2025 J(3) 2,179,714 A (3) 2,179,714 I By Pitango Venture Capital Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 280,800 A (3) 280,800 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 52,006 A (3) 52,006 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
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
Series B Preferred Stock (1) 09/15/2025 C 1,782,913 (1) (1) Common Stock 1,782,913 $0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series B Preferred Stock (1) 09/15/2025 C 559,580 (1) (1) Common Stock 559,580 $0 0 I By Pitango Continuation Fund 2021, LP(2)
Series B Preferred Stock (1) 09/15/2025 C 5,653 (1) (1) Common Stock 5,653 $0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series B Preferred Stock (1) 09/15/2025 C 229,685 (1) (1) Common Stock 229,685 $0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series B Preferred Stock (1) 09/15/2025 C 42,538 (1) (1) Common Stock 42,538 $0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 234,873 (1) (1) Common Stock 234,873 $0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 73,717 (1) (1) Common Stock 73,717 $0 0 I By Pitango Continuation Fund 2021, LP(2)
Series C Preferred Stock (1) 09/15/2025 C 744 (1) (1) Common Stock 744 $0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series C Preferred Stock (1) 09/15/2025 C 1,370,024 (1) (1) Common Stock 1,370,024 $0 0 I By Pitango Growth Fund I, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 30,257 (1) (1) Common Stock 30,257 $0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 5,605 (1) (1) Common Stock 5,605 $0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 27,499 (1) (1) Common Stock 27,499 $0 0 I By Pitango Growth Principals Fund I, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 529 (1) (1) Common Stock 529 $0 0 I By Pitango Growth Principals Fund II, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 22,324 (1) (1) Common Stock 22,324 $0 0 I By Pitango Growth Fund II, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 19,751 (1) (1) Common Stock 19,751 $0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 6,199 (1) (1) Common Stock 6,199 $0 0 I By Pitango Continuation Fund 2021, LP(2)
Series D Preferred Stock (1) 09/15/2025 C 62 (1) (1) Common Stock 62 $0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series D Preferred Stock (1) 09/15/2025 C 28,457 (1) (1) Common Stock 28,457 $0 0 I By Pitango Growth Fund I, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 2,544 (1) (1) Common Stock 2,544 $0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 472 (1) (1) Common Stock 472 $0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 571 (1) (1) Common Stock 571 $0 0 I By Pitango Growth Principals Fund I, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 4,618 (1) (1) Common Stock 4,618 $0 0 I By Pitango Growth Principals Fund II, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 194,868 (1) (1) Common Stock 194,868 $0 0 I By Pitango Growth Fund II, L.P.(2)
Series E Preferred Stock (1) 09/15/2025 C 132,012 (1) (1) Common Stock 132,012 $0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series E Preferred Stock (1) 09/15/2025 C 41,432 (1) (1) Common Stock 41,432 $0 0 I By Pitango Continuation Fund 2021, LP(2)
Explanation of Responses:
1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO Closing"), each share of Series B, C, D, E, F and G-1 Preferred Stock was automatically converted into Common Stock on a 1:1 basis.
2. The Reporting Person is the Partner of each of the General Partners of Pitango Growth Fund I, L.P., Pitango Growth Fund II, L.P., Pitango Growth Principals Fund I, L.P., Pitango Growth Principals Fund II, L.P., Pitango Venture Capital Fund VI, L.P., Pitango Venture Capital Fund VI-A, L.P., Pitango Venture Capital Principals Fund VI, L.P., Pitango Continuation Fund 2021, L.P. and Pitango Principals Continuation Fund 2021, L.P. and, together with the other Partners, indirectly via the General Partner's power over said entities, exercises voting and investment power over the securities held by each of the foregoing entities. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
3. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock will be reclassified into one share of Class A Common Stock.
4. 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.
Remarks:
Due to the limitation on the number of transactions that can be reported on a single Form 4, this Form 4 is the first of two being filed by the reporting person on the date hereof.
/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 did the Form 4 filed for VIA on 09/15/2025 disclose?

The filing disclosed automatic 1:1 conversion of Series B–G-1 preferred shares into Common Stock at IPO closing, reclassification of Common into Class A Common Stock, and RSU grants of 5,434 units.

Who is the reporting person on the Form 4 for VIA?

The reporting person is Nechemia Jacob Peres, identified as a director and a partner of the general partners of multiple Pitango funds, exercising indirect voting and investment power.

How many Class A shares does Pitango Venture Capital Fund VI, L.P. report after the transactions?

Pitango Venture Capital Fund VI, L.P. is reported as holding 2,179,714 Class A Common Stock following the reported transactions.

What are the terms of the RSUs disclosed in the Form 4?

The Form 4 states 5,434 RSUs vest over 15 months from the grant date of September 11, 2025, with 80% vesting at one year and the remainder at 15 months; each RSU converts to one share of Class A Common Stock.

Were these transactions open-market trades or corporate reclassifications?

The Form 4 indicates these were corporate conversions and reclassifications tied to the IPO (codes C and J), not reported open-market purchases or sales.
Via Transportation, Inc.

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