Ryan Steelberg Acquires 366,300 Unregistered Shares of VERI

Rhea-AI Filing Summary

This amendment to the Schedule 13D reports that Ryan Steelberg acquired 366,300 shares of Veritone common stock in a private placement at a per-share price of $2.73. The private placement shares were not registered under the Securities Act and were offered under the Section 4(a)(2)/Rule 506(b) exemption. After giving effect to the issuance, the reporting person beneficially owns 6,079,106 shares, representing 10.9% of the class based on 55,271,810 shares outstanding plus the 366,300 placement shares. The filing breaks down holdings across vehicles: the RSS Trust, RVH, LLC and the reporting person, and notes existing vested options and exercisable warrants included in the beneficial total.

Positive

• Increased insider stake: Beneficial ownership rose to 6,079,106 shares, representing 10.9% of the class.
• Clear ownership breakdown: Filing itemizes holdings across RSS Trust, RVH, LLC, direct holdings, vested options and exercisable warrants.
• Acquisition price disclosed: Private placement executed at a per-share price of $2.73, providing an explicit transaction benchmark.

Negative

• Unregistered issuance: The 366,300 private placement shares were not registered under the Securities Act and were offered under Section 4(a)(2)/Rule 506(b).
• Concentrated control: Reporting person holds sole voting and dispositive power over the disclosed 6,079,106 shares, indicating concentrated influence.

Insights

Financial Analyst

TL;DR: An insider increased stake to 10.9% via a private placement of 366,300 shares at $2.73, a material ownership disclosure.

This amendment documents a meaningful concentration of ownership by Ryan Steelberg, bringing disclosed beneficial ownership to 6,079,106 shares (10.9%). The acquisition price of $2.73 per share and the use of a private placement exemption are explicit facts; they signal a direct capital commitment by the reporting person. The filing provides a clear ownership breakdown including restricted shares, vested options and exercisable warrants, which are relevant for calculating current and potential future economic and voting influence.

Corporate Governance Expert

TL;DR: The filing shows increased insider ownership and use of an unregistered private placement; governance implications are material but mixed.

The Schedule 13D/A confirms that Steelberg is trustee of the RSS Trust and sole manager of RVH, LLC, consolidating voting and dispositive powers over the reported shares. The fact that the placement shares were not registered and were issued under Section 4(a)(2)/Rule 506(b) is a governance detail investors should note because it affects transferability and resale. The filing also states no other persons have rights to dividends or proceeds from these shares, clarifying economic control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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., 1615 Platte Street, 2nd Floor
Denver, CO, 80202
(888) 507-1737

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

08/12/2025

(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).

SCHEDULE 13D

CUSIP No. 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 6,079,106.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,079,106.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,079,106.00

12

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

13

Percent of class represented by amount in Row (11)

10.9 %

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: 1615 PLATTE STREET, 2ND FLOOR, DENVER, COLORADO , 80202.
Item 1 Comment: This Amendment No. 10 (this "Amendment No. 10" 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 and Amendment No. 9 on July 2, 2025 only with respect to Ryan Steelberg (collectively, the "Schedule 13D"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 10 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: Steelberg Purchase Agreement The Steelberg Private Placement closed on August 13, 2025, the third full trading day after the filing of the Issuer's Q2 Form 10-Q with the SEC. In connection with the closing of the Steelberg Private Placement, the Issuer issued 366,300 shares of its common stock at a per share price of $2.73, such price being equal to the consolidated closing bid price of the Issuer's common stock on August 12, 2025. The issuance of the Steelberg Private Placement Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the shares were offered pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of the Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by the Reporting Person and are incorporated by reference. The percentage set forth in row 13 is based upon the sum of (i) 55,271,810 shares of common stock outstanding as of August 1, 2025 and (ii) 366,300 shares of common stock issued to the Reporting Person on August 13, 2025 pursuant to the Steelberg Private Placement. The Reporting Person's ownership of the Issuer's securities consists of (i) 215,174 shares of common stock, 366,300 shares of restricted common stock and 21,550 shares of common stock issuable upon the exercise of immediately exercisable warrants directly held by the RSS Trust; (ii) 2,003,349 shares of common stock held directly by RVH, LLC; (iii) 480,065 shares of common stock and 2,992,668 vested stock options held by the Reporting Person. The Reporting Person is the trustee of the RSS Trust and the sole member and manager of RVH, LLC. The number of shares beneficially owned by the Reporting Person includes the Steelberg Private Placement Shares issued on August 13, 2025.
(b)	Rows 7 through 10 of the Reporting Person's cover page to this Schedule 13D set forth the number of shares of common stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth herein, the Reporting Person has not effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares beneficially owned by the Reporting Person.
(e)	Not applicable.

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:	08/13/2025

FAQ

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

6,079,106 shares, representing 10.9% of the class as reported in the Schedule 13D/A.

How many shares were acquired in the private placement and at what price?

366,300 shares were issued to the reporting person at a per-share price of $2.73.

Were the private placement shares registered under the Securities Act?

No; the shares were not registered and were offered pursuant to the exemption under Section 4(a)(2) and Rule 506(b).

What holdings comprise the reporting person’s beneficial ownership?

Holdings include RSS Trust common and restricted shares and warrants, RVH, LLC common shares, direct common shares, and vested stock options totaling the reported beneficial amount.

Does the reporting person have voting and dispositive power over the reported shares?

Yes; the cover page reports sole voting power and sole dispositive power over 6,079,106 shares.