Veritone (NASDAQ: VERI) holder Ryan Steelberg updates 6.5% stake, new stock awards

Rhea-AI Filing Summary

Veritone, Inc. investor Ryan Steelberg reports beneficial ownership of 6,204,910 shares of common stock, representing 6.5% of the class. He holds sole voting and sole dispositive power over these shares.

Amendment No. 12 to his Schedule 13D also describes new equity awards granted on July 14, 2026. Steelberg received 925,000 restricted stock units that vest in three equal installments on July 7, 2027, July 7, 2028, and July 7, 2029, subject to continued service. He also received 925,000 performance stock units vesting in three equal tranches upon achievement of stock-price milestones of $1.8825, $3.7650, and $5.6475 per share, based on a 90-day volume-weighted average price and certification by the compensation committee.

Key Figures

Beneficial ownership: 6,204,910 shares Ownership percentage: 6.5% Restricted stock units granted: 925,000 RSUs +3 more

6 metrics

Beneficial ownership 6,204,910 shares Shares of Veritone common stock beneficially owned by Ryan Steelberg

Ownership percentage 6.5% Percent of Veritone’s common stock class represented by Steelberg’s beneficial ownership

Restricted stock units granted 925,000 RSUs RSUs granted to Ryan Steelberg on July 14, 2026

Performance stock units granted 925,000 PSUs PSUs granted to Ryan Steelberg on July 14, 2026

RSU vesting dates July 7, 2027; July 7, 2028; July 7, 2029 Scheduled vesting dates for the 925,000 RSUs, in three equal installments

PSU Milestone Prices $1.8825; $3.7650; $5.6475 per share Stock-price goals required for each of the three PSU vesting tranches

Key Terms

Schedule 13D, restricted stock units, performance stock units, volume-weighted average closing price, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 12 amends and supplements the statement on Schedule 13D originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

restricted stock units financial

"granted to the Reporting Person an award of restricted stock units ("RSUs") representing the right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"granted to the Reporting Person an award of performance stock units ("PSUs") representing the right"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

volume-weighted average closing price financial

"Achievement of each Milestone Price is measured using the volume-weighted average closing price"

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

Milestone Price financial

"stock price goals of $1.8825 per share, $3.7650 per share and $5.6475 per share (each, a "Milestone Price")"

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 6,204,910.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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Available on EDGAR 07/16/2026 - 04:55 PM Accepted by SEC EDGAR 07/16/2026 - 04:54 PM Learn about SEC filing dates

FAQ

How many Veritone (VERI) shares does Ryan Steelberg beneficially own?

Ryan Steelberg beneficially owns 6,204,910 shares of Veritone common stock, representing 6.5% of the outstanding class. He reports sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive authority disclosed.

What percentage of Veritone (VERI) is owned by Ryan Steelberg according to Amendment No. 12?

Amendment No. 12 reports that Ryan Steelberg owns 6.5% of Veritone’s common stock. This percentage is based on his 6,204,910 beneficially owned shares, all held with sole voting and sole dispositive power, as set out in the ownership table.

What new restricted stock units did Veritone (VERI) grant to Ryan Steelberg?

On July 14, 2026, Veritone granted Ryan Steelberg 925,000 restricted stock units (RSUs). These RSUs each represent the right to receive one share upon vesting and vest in three equal installments on July 7, 2027, July 7, 2028, and July 7, 2029, subject to continued service.

What performance stock units and milestone prices did Ryan Steelberg receive from Veritone (VERI)?

Ryan Steelberg received 925,000 performance stock units (PSUs) on July 14, 2026. The PSUs vest in three equal tranches upon achieving stock-price milestones of $1.8825, $3.7650, and $5.6475 per share, measured using a 90-day volume-weighted average closing price and certified by the compensation committee.

How do the Veritone (VERI) PSUs granted to Ryan Steelberg vest?

The PSUs vest in three substantially equal installments, each tied to a separate Milestone Price of $1.8825, $3.7650, or $5.6475 per share. Vesting occurs only if the applicable Milestone Price is achieved within specified performance periods and certified by the compensation committee.

What does Amendment No. 12 to Ryan Steelberg’s Schedule 13D for Veritone (VERI) cover?

Amendment No. 12 updates Ryan Steelberg’s reported holdings in Veritone, confirming 6,204,910 beneficially owned shares (6.5% of the class). It also adds disclosure about new RSU and PSU awards granted on July 14, 2026, including detailed vesting and stock-price milestone terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

VERITONE, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92347M100

(CUSIP Number)

Ryan Steelberg
c/o Veritone, Inc., 5291 California Avenue, Suite 350
Irvine, CA, 92617
(888) 507-1737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92347M100

1

Name of reporting person

Ryan Steelberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,204,910.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,204,910.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,204,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: VERITONE, INC.
(c)	Address of Issuer's Principal Executive Offices: 5291 California Ave., Suite 350, Irvine, CALIFORNIA , 92617.
Item 1 Comment: This Amendment No. 12 (this "Amendment No. 12" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 3, 2017, as amended by Amendment No. 1 on March 20, 2018, Amendment No. 2 on May 16, 2018, Amendment No. 3 on April 24, 2020, Amendment No. 4 on June 29, 2020, Amendment No. 5 on September 30, 2020, Amendment No. 6 on January 15, 2021, Amendment No. 7 on March 3, 2021, jointly by (i) Chad Steelberg, an individual and (ii) Ryan Steelberg, an individual, Amendment No. 8 on July 3, 2024 only with respect to Ryan Steelberg, Amendment No. 9 on July 2, 2025 only with respect to Ryan Steelberg, Amendment No. 10 only with respect to Ryan Steelberg and Amendment No. 11 on April 16, 2026 only with respect to Ryan Steelberg (collectively, the "Schedule 13D"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 12 shall have the meanings ascribed to them in the Schedule 13D. Unless amended or supplemented below, the information in the Schedule 13D remains unchanged.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to add the following information: Award of Restricted Stock Units and Performance Stock Units On July 14, 2026, the Issuer granted to the Reporting Person an award of restricted stock units ("RSUs") representing the right to receive upon vesting 925,000 shares of Common Stock. One-third of the RSUs vest on each of July 7, 2027, July 7, 2028 and July 7, 2029, subject to the Reporting Person's continuous service with the Issuer on each date. On July 14, 2026, the Issuer granted to the Reporting Person an award of performance stock units ("PSUs") representing the right to receive upon vesting 925,000 shares of Common Stock. The PSUs vest in three substantially equal installments upon the achievement of milestone stock price goals of $1.8825 per share, $3.7650 per share and $5.6475 per share (each, a "Milestone Price") within specified performance periods, as certified by the compensation committee of the Issuer's board of directors. Achievement of each Milestone Price is measured using the volume-weighted average closing price of the Issuer's Common Stock over the 90-calendar day period ending on the last day of the applicable performance period.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ryan Steelberg

Signature:	/s/ Ryan Steelberg
Name/Title:	Ryan Steelberg
Date:	07/16/2026