Veritone SEC Filings

Veritone, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on July 7, 2026 at 10:30 a.m. Pacific Time. Stockholders of record at the close of business on May 19, 2026, when 92,954,401 common shares were outstanding, are entitled to vote.

The proxy seeks approval to elect two Class III directors, ratify CBIZ CPAs P.C. as independent auditor, and approve an advisory vote on executive compensation. Stockholders are also asked to amend the certificate of incorporation to increase authorized common shares, adopt a second amendment and restatement of the 2023 equity incentive plan, and approve CEO strategic equity awards.

In 2025, CEO Ryan Steelberg received $665,000 in salary, a $166,250 bonus and $1.68 million in stock awards, while CFO Michael Zemetra received $428,000 in salary, a $64,200 bonus and $575,850 in stock awards. Both executives participate in performance-based cash and equity incentive programs.

Veritone, Inc. entered into a sales agreement with UBS Securities, Needham & Company, and Craig-Hallum to sell up to $50.0 million of common stock from time to time in an at-the-market equity offering under its existing Form S-3 shelf registration.

The sales agents will use commercially reasonable efforts to execute sales on The Nasdaq Global Market or other trading venues, for a commission of up to 3.0% of the gross sales price, plus reimbursed expenses. Veritone is not obligated to sell any shares, and the agreement can be terminated by either side on ten days’ notice, upon certain adverse events, or by mutual agreement.

Veritone, Inc. is offering common stock in an at-the-market sales program to raise up to $50,000,000 under a Sales Agreement dated May 21, 2026 with UBS Securities LLC, Needham & Company, LLC and Craig-Hallum Capital Group LLC. Sales may occur from time to time on Nasdaq at prevailing market prices; the prospectus cites a May 20, 2026 reference price of $1.96 per share. The Sales Agents may be deemed underwriters and will receive up to 3.0% of gross proceeds as compensation. Net proceeds are intended for working capital and general corporate purposes, with timing and amounts dependent on market conditions and the Company’s discretion.

Veritone, Inc. is soliciting proxies for its 2026 virtual Annual Meeting to be held on July 7, 2026 at 10:30 a.m. Pacific Time. The record date for voting is May 19, 2026. The meeting is online at www.virtualshareholdermeeting.com/VERI2026.

The Proxy Statement asks shareholders to vote on six proposals, including the election of directors, ratification of the independent auditor, an advisory vote on executive compensation, an amendment to increase authorized common shares, an amendment and restatement of the 2023 Equity Incentive Plan, and approval of the CEO Strategic Awards. Key executive compensation disclosures include $665,000 annual base salary for the CEO, a disclosed $40.7 million non-GAAP net loss for 2025 that triggered a $1.1 million minimum bonus pool, and the forfeiture in March 2026 of certain 2025 performance-based RSUs for the CEO and CFO.

Veritone, Inc. reported first-quarter 2026 revenue of $20.3 million, down from $22.5 million a year earlier, as both Software Products & Services and Managed Services declined. GAAP gross profit was $12.4 million, with GAAP gross margin edging up to 61.4% and non-GAAP gross margin at 67.7%.

The company posted a net loss of $19.5 million and non-GAAP net loss of $11.9 million. Cash and cash equivalents fell to $15.1 million, with a working capital deficit of $45.8 million and $45.6 million of 1.75% Convertible Notes maturing in November 2026. Management states there is substantial doubt about Veritone’s ability to continue as a going concern without new financing or significant cash generation, despite over $50 million of annualized cost cuts since 2023 and plans for up to a further 30% operating cost reduction. Growth initiatives include its VDR and iDEMS products, an Oracle cloud relationship, and a VDR pipeline exceeding $50 million and a Public Sector pipeline over $200 million.

Veritone reported mixed Q1 2026 results but reaffirmed strong full-year guidance. Revenue was $20.3 million, down 9.8% from Q1 2025, while Annual Recurring Revenue rose to $64.2 million, up 9.4% with nearly 50% growth in consumption-based ARR.

GAAP gross margin improved slightly to 61.4%, and operating loss narrowed to $19.4 million, a 10.2% improvement year over year. GAAP net loss was $19.5 million, while non-GAAP net loss increased modestly to $11.9 million.

The company highlighted rapid momentum in Veritone Data Refinery, exiting Q1 with qualified bookings and near-term pipeline above $68.0 million, up 500% year over year, plus new hyperscaler contracts with Google and NVIDIA and a multi-year Oracle partnership. Management is pursuing a targeted 30% operating expense reduction and still expects operating profitability as early as Q4 2026.

For full-year 2026, Veritone reaffirmed expected revenue of $130–$145 million versus $92.6 million in 2025 and a reduced non-GAAP net loss of $13.5–$22.5 million compared with $40.8 million in 2025.

Veritone, Inc. amends its 2025 annual report to add detailed Part III disclosures on directors, executive officers, compensation, ownership and governance. The filing confirms a six‑member classified board, committee structures, independence determinations and risk‑oversight responsibilities, including cybersecurity and AI governance frameworks.

The company outlines a pay‑for‑performance philosophy, 2025 bonuses funded from a $1.1 million pool after missing financial performance thresholds, and forfeiture of certain 2025 financial performance RSUs for top executives. It also describes change‑in‑control and severance protections, equity plan overhang, stock‑ownership guidelines and a clawback policy applied to a 2025 interim restatement.

Veritone, Inc. has dismissed Grant Thornton LLP as its principal independent registered public accounting firm, effective April 23, 2026, following approval by the board’s Audit Committee. Grant Thornton’s audit reports for the years ended December 31, 2024 and 2025 were unqualified but included explanatory paragraphs about substantial doubt regarding Veritone’s ability to continue as a going concern.

The company reports that during those periods and through April 23, 2026 there were no disagreements with Grant Thornton on accounting principles, disclosures, or audit scope, and no reportable events other than multiple material weaknesses in internal control over financial reporting previously disclosed in Veritone’s 2024 and 2025 annual reports.

The Audit Committee has engaged CBIZ CPAs P.C. as the new principal accountant effective April 23, 2026. Veritone states it did not consult CBIZ on accounting principles, potential audit opinions, or any disagreements or reportable events before this appointment. Grant Thornton will provide a letter to the SEC agreeing or disagreeing with these disclosures, filed as an exhibit.

Veritone, Inc. insider Ryan Steelberg has amended his Schedule 13D to update his beneficial ownership and recent equity awards. He now reports beneficial ownership of 6,204,910 shares of common stock, representing 6.7% of Veritone’s common stock, based on 92,946,130 shares outstanding as of April 10, 2026.

The amendment discloses a new award of 443,333 restricted stock units (RSUs) granted on February 19, 2026, which vest in three equal installments on January 1, 2027, January 1, 2028, and January 1, 2029, subject to his continued service. It also notes that on January 2, 2026, Veritone withheld 73,538 shares of common stock at $4.79 per share to satisfy tax obligations upon settlement of RSUs.