Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to enable timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms promulgated by the SEC. Our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and there is no assurance that our disclosure controls and procedures will operate effectively under all circumstances. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the following material weaknesses in internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Management’s Assessment of the Effectiveness of our Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board regarding the preparation and fair presentation of published financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based upon its assessment, our management believes that, as of December 31, 2025, our internal control over financial reporting was not effective due to the following material weaknesses in internal control over financial reporting.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
During the preparation of our Form 10-K for the year ended December 31, 2025, management identified a material weakness in internal control over financial reporting relating to revenue recognition, specifically as it relates to the determination of the appropriate accounting for non-routine revenue transactions. This material weakness was not remediated as of December 31, 2025.
During the preparation of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, management identified a material weakness in internal control over financial reporting relating to a lack of an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and for providing information required for effective activity level controls. This material weakness was not remediated as of December 31, 2025 and could have resulted in a material misstatement to the Company's consolidated financial statements that would not be prevented or detected on a timely basis.
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During the preparation of our Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022, management identified the following material weaknesses in internal control over financial reporting, which still exist as of December 31, 2025:
• Management identified a material weakness in internal control over financial reporting relating to the consolidation process and review of financial statements specifically pertaining to the Company’s design of controls to determine proper accounting for certain foreign exchange transactions and translation between Veritone, Inc. and certain foreign subsidiaries. This material weakness did not result in any identified material misstatements to the financial statements. However, this material weakness could have resulted in a material misstatement to the Company’s annual or interim condensed consolidated financial statements that would not be prevented or detected and corrected on a timely basis.
• Management identified a material weakness in internal control over financial reporting relating to information technology general controls (“ITGCs”) in the areas of user access and change-management over certain information technology (“IT”) systems that support our financial reporting processes. The Company’s business process automated and manual controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted. These control deficiencies were a result of user access and change management processes over certain IT systems.
Related to the findings above, management concluded that during the year ended December 31, 2023, the Company did not maintain appropriately designed entity-level controls impacting the control environment or monitoring controls to prevent or detect material misstatements to the consolidated financial statements. Specifically, these deficiencies were attributed to (i) a lack of a sufficient number of qualified resources to perform control activities and (ii) insufficient risk assessment and monitoring activities as a result of untimely or ineffective identification of internal control risks to properly design, test, implement and assess effective internal controls over financial reporting. This material weakness has not been remediated as of December 31, 2025.
This Annual Report on Form 10-K does not include an audit report from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our registered public accounting firm since we are a non-accelerated filer.
Remediation of Material Weaknesses in Internal Control Over Financial Reporting
In order to remediate the material weaknesses, management took and is continuing to take remediation actions including:
(i) continued engagement since March 2024 with an outside firm to assist the Company with its remediation actions;
(ii) development of a more robust plan and risk assessment process around the proper design, testing and assessment of operating effectiveness of internal controls over financial reporting which has been an ongoing process since April 2024;
(iii) development and delivery of a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on those related to user access and change management over IT systems impacting financial reporting;
(iv) development and maintenance of documentation of underlying ITGCs to promote knowledge transfer upon personnel and function changes;
(v) implementation of a quarterly IT management review and testing plan to monitor ITGCs, including user access reviews and change management controls with a specific focus on systems supporting our financial reporting processes;
(vi) hiring and training staff on proper accounting for foreign exchange translation, transactions when consolidating foreign subsidiaries and the proper, accurate and timely evaluation of the realizability of long lived assets, including goodwill and intangible assets. Management has also hired additional staff to oversee the implementation and testing of these remediation actions; and
(vii) implementation of enhanced procedures for the evaluation and review of non-routine revenue transactions. including review of the estimated fair value of noncash consideration, or assessment of standalone selling price of the services promised to the customer, as applicable.
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To further remediate the existing material weakness identified herein, the management team, including the Chief Executive Officer and Chief Financial Officer, have reaffirmed and re-emphasized the importance of internal controls, control consciousness and a strong control environment. We are committed to maintaining a strong control environment and believe that these remediation efforts represent continued improvement in our control environment.
We also expect to continue to review, optimize and enhance our financial reporting controls and procedures. While remediating actions have been implemented to mitigate the material weaknesses identified with regards to foreign transaction consolidation and ITGCs, these material weaknesses will not be considered remediated until the applicable remediated and enhanced control processes have operated for a sufficient period of time and management has concluded, through testing, that this enhanced control is operating effectively.
Changes in Internal Control over Financial Reporting
While management continues to make progress on its remediation efforts, other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
There are no disclosures required by this Item 9B, including those relating to “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements,” as those terms are defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. The full text of our Code of Conduct is available on our investor relations website at investors.veritone.com under the “Governance” section. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waivers from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
We have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
The remaining information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services.
The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K, or incorporated herein by reference:
1. Financial Statements . The financial statements included in Part II, Item 8, Financial Statements and Supplementary Data , of this document are filed as part of this Annual Report on Form 10‑K.
2. Financial Statement Schedules . Schedules are omitted because the required information is inapplicable, not material, or the information is presented in the consolidated financial statements or related notes.
3. Exhibits . The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein.
(b) Exhibit Index:
Incorporated by Reference
Exhibit Number Description Form Exhibit Filing Date
3.1 Fourth Amended and Restated Certificate of Incorporation of the Registrant
8-K 3.1 6/16/2025
3.2 Amended and Restated Bylaws of the Registrant
8-K 3.2 5/23/2017
4.1 Specimen Stock Certificate evidencing the shares of the Registrant’s common stock
S-1/A 4.1 4/28/2017
4.2 Form of Indenture
S-3 4.4 6/1/2018
4.3* Description of Registrant’s securities registered under Section 12 of the Exchange Act
4.4 Indenture, dated as of November 19, 2021, by and among Veritone, Inc. and U.S. Bank National Association, as trustee
8-K 4.1 11/22/2021
4.5 Form of Warrant issued pursuant to Term Loan
8-K 4.1 12/14/2023
4.6 Registration Rights Agreement, dated December 13, 2023, by and among Veritone, Inc. and the investors identified therein
8-K 4.2 12/14/2023
4.7 Form of Pre-Funded Warrant issued to Esousa Group Holdings, LLC
8-K 4.1 1/2/2025
4.8 Form of Pre-Funded Warrant
8-K 4.1 6/30/2025
10.1# Veritone, Inc. 2014 Stock Option/Stock Issuance Plan (2014 Plan)
S-1 10.1 3/15/2017
10.2# Amendment to 2014 Plan dated Apri l 27, 2017
S-1/A 10.33 4/28/2017
10.3# Form of Notice of Grant of Stock Option, together with Forms of Stock Option Agreement and Stock Purchase Agreement (for use with the 2014 Plan)
S-1 10.2 3/15/2017
10.4# Form of Stock Issuance Agreement (for use with the 2014 Plan with 83(b) election)
S-1 10.3 3/15/2017
10.5# Form of Stock Issuance Agreement (annual vesting for use with 2014 Plan without 83(b) election)
S-1/A 10.15 4/28/2017
10.6# Form of Notice of Grant of Stock Option, together with Forms of Stock Option Agreement and Stock Purchase Agreement, relating to Time-Based Option granted to each of Chad Steelberg and Ryan Steelberg on May 11, 2017
10-Q 10.1 6/26/2017
10.7# Form of Notice of Grant of Stock Option, together with Forms of Stock Option Agreement and Stock Purchase Agreement, relating to Performance-Based Option granted to each of Chad Steelberg and Ryan Steelberg on May 11, 2017
10-Q 10.2 6/26/2017
10.8# Form of Change in Control (CIC) Addendum to Stock Option Agreement for use in connection with the grant of stock options to certain executive officers under the 2014 Plan
S-1 10.38 11/15/2017
10.9# 2017 Stock Incentive Plan (2017 Plan)
S-1/A 10.14 4/28/2017
10.10# Form of Notice of Grant of Stock Option, together with Forms of Stock Option Agreement and Stock Purchase Agreement, for use with the 2017 Plan
10-Q 10.3 6/26/2017
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10.11# Forms of Notice of Grant of Stock Option and Stock Option Agreement for use in connection with grants of stock options to Chad Steelberg and Ryan Steelberg under 2017 Plan
10-Q 10.1 5/8/2018
10.12# Form of Change in Control (CIC) Addendum to Stock Option Agreement for use in connection with grants of stock options to certain executive officers under 2017 Plan
10-Q 10.2 5/8/2018
10.13# Form of Restricted Stock Unit Agreement for use under the 2017 Plan
10-Q 10.3 5/8/2018
10.14# Form of Restricted Stock Unit Agreement for use in connection with the award of restricted stock units to executive officers under the 2017 Plan
10-K 10.16 3/18/2019
10.15# Form of Notice of Grant of Stock Option and Stock Option Agreement for use in connection with the grant of stock options with performance-based vesting conditions under the 2017 Plan
10-K 10.17 3/18/2019
10.16# Veritone, Inc. 2018 Performance-Based Stock Incentive Plan (2018 Plan)
S-8 POS 99.5 6/21/2023
10.17# Amendment No. 1 to Veritone, Inc. 2018 Performance-Based Stock Incentive Plan
8-K 10.1 9/1/2020
10.18# Amended and Restated CEO Award Agreement between the Registrant and Chad Steelberg dated effective as of August 27, 2020
8-K 10.2 9/1/2020
10.19# Amended and Restated President Award Agreement between the Registrant and Ryan Steelberg dated effective as of August 27, 2020
8-K 10.3 9/1/2020
10.20# Form of Award Agreement to be used under the 2018 Plan
8-K 10.4 7/5/2018
10.21# Veritone, Inc. Amended and Restated Inducement Grant Plan (the Inducement Plan)
8-K 10.1 3/30/2023
10.22# Form of Notice of Grant of Stock Option under the Inducement Plan
S-8 99.2 10/7/2020
10.23# Form of Stock Option Agreement under the Inducement Plan
S-8 99.3 10/7/2020
10.24# Form of Notice of Grant of Performance-Based Stock Option under the Inducement Plan
S-8 99.4 10/7/2020
10.25# Form of Performance-Based Stock Option Agreement under the Inducement Plan
S-8 99.5 10/7/2020
10.26# Form of Restricted Stock Unit Agreement under the Inducement Plan
S-8 99.6 10/8/2020
10.27# Veritone, Inc. Employee Stock Purchase Plan
S-1/A 10.32 4/28/2017
10.28# Form of Indemnification Agreement for directors and officers
S-1/A 10.17 4/28/2017
10.29 Form of Common Stock Purchase Warrant issued to Acacia and Veritone LOC, LLC
S-1/A 10.22 4/21/2017
10.30 Form of Capped Call Transactions Confirmation
8-K 10.1 11/22/2021
10.31 Registration Rights Agreement, made and entered into as of September 14, 2021, by and between the Registrant and the shareholders named therein
10-Q 10.1 11/15/2021
10.32^ Amended and Restated Independent Contractor Services Agreement, dated January 23, 2024, between Veritone, Inc. and Steel Holdings, LLC
8-K 10.2 1/23/2024
10.33# Employment Agreement, dated January 19, 2023, between Veritone, Inc. and Ryan Steelberg
8-K 10.1 1/20/2023
10.34# Employment Agreement, dated January 19, 2023, between Veritone, Inc. and Michael L. Zemetra
8-K 10.2 1/20/2023
10.35# Veritone, Inc. 2023 Equity Incentive Plan
8-K 10.1 6/14/2023
10.36 Securities Purchase Agreement, dated January 2, 2025, by and among Veritone, Inc. and Esousa Group Holdings, LLC
8-K 10.1 1/2/2025
10.37† Credit and Guaranty Agreement, dated December 13, 2023, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.1 12/14/2023
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10.38† Limited Consent, dated March 13, 2025, to Credit and Guaranty Agreement, dated December 13, 2023, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.1 3/17/2025
10.39† Pledge and Security Agreement, dated December 13, 2023, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and Wilmington Savings Fund Society, FSB as Collateral Agent
8-K 10.2 12/14/2023
10.40† First Amendment to Credit and Guaranty Agreement, dated April 24, 2025, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.1 4/24/2025
10.41* Veritone, Inc. Non-Employee Director Compensation Policy, effective as of January 1, 202 6
10.42† Form of Securities Purchase Agreement, by and among Veritone, Inc. and the Purchasers, dated June 30, 2025
8-K 10.1 6/30/2025
10.43† Form of Securities Purchase Agreement, by and between Veritone, Inc. and The RSS Living Trust dated April 6, 2012, dated June 30, 2025
8-K 10.3 6/30/2025
10.44† Second Amendment to Credit and Guaranty Agreement, dated June 13, 2025, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.1 6/16/2025
10.45 Third Amendment to Credit and Guaranty Agreement, dated June 30, 2025, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.2 6/30/2025
10.46 Fourth Amendment to Credit and Guaranty Agreement, dated August 29, 2025, by and among Veritone, Inc., certain of its direct and indirect subsidiaries and the other parties thereto
8-K 10.1 9/3/2025
10.47 Veritone, Inc. Amended and Restated 2023 Equity Incentive Plan
8-K 10.2 6/16/2025
10.48† Underwriting Agreement, dated September 10, 2025 by and between the Company and Needham & Company, LLC
8-K
1.1 9/12/2025
10.49† Form of Securities Purchase Agreement, by and among Veritone, Inc. and the Purchasers, dated October 15, 2025
8-K
10.1 10/16/2025
19.1 Insider Trading Policy
10-K 19.1 4/1/2025
21.1* Subsidiaries of the Registrant
23.1* Consent of Grant Thornton LLP
24.1* Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)
31.1*
Certification of Principal Executive Officer pursuant to Rule 13a–14(a) or 15d–14(a) of the Exchange Act
31.2*
Certification of Principal Financial Officer pursuant to Rule 13a–14(a) or 15d–14(a) of the Exchange Act
32.1**
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S. Section 1350
97 Incentive Compensation Recoupment Policy
10-K 97 4/1/2024
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** The certifications furnished as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Subsection 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act, irrespective of any general incorporation language contained in any such filing.
# Management contract or compensatory plan, contract, or arrangement.
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† Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.
^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VERITONE, INC.
By: /s/ RYAN STEELBERG
Ryan Steelberg
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: April 15, 2026
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ryan Steelberg and Michael L. Zemetra, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ RYAN STEELBERG President, Chief Executive Officer and Chairman of the Board April 15, 2026
Ryan Steelberg (Principal Executive Officer)
/s/ MICHAEL L. ZEMETRA Executive Vice President, Chief Financial Officer and Treasurer April 15, 2026
Michael L. Zemetra (Principal Financial and Accounting Officer)
/s/ MICHAEL KEITHLEY Director April 15, 2026
Michael Keithley
/s/ FRANCISCO MORALES Director April 15, 2026
Francisco Morales
/s/ KNUTE P. KURTZ Director April 15, 2026
Knute P. Kurtz
/s/ RICHARD H. TAKETA Director April 15, 2026
Richard H. Taketa
/s/ MICHAEL ZILIS Director April 15, 2026
Michael Zilis
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