Financial Analysis

Debt Convertible Senior Notes In November 2021, the Company issued $201,250 aggregate principal amount of 1.75% convertible senior notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Convertible Notes to purchase an additional $26,250 aggregate principal amount of Convertible Notes. The Convertible Notes are senior, unsecured obligations of the Company and rank senior in right of payment to all of the Companys indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment with all existing and future liabilities of the Company that are not so subordinated; effectively junior to any of secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of the Companys current or future subsidiaries. The Convertible Notes bear interest at a rate of 1.75% per year payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022. The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. Holders of the Convertible Notes may convert all or any portion of thei …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The table below illustrates the presentation of our revenues based on the above definitions: Year Ended December 31, 2025 December 31, 2024 Software Products & Services $ 65,819 $ 61,068 Managed Services: Representation Services 6,800 12,550 Licensing 19,573 19,019 Total Managed Services 26,373 31,569 Total revenue $ 92,192 $ 92,637

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Stock-Based Compensation 2014 Stock Incentive Plan In 2014, the Companys Board of Directors and stockholders approved and adopted the 2014 Stock Option/Stock Issuance Plan (the 2014 Plan), which was amended in March 2015, October 2016 and April 2017. Under the 2014 Plan, incentive stock options, nonstatutory stock options, restricted stock and restricted stock units may be granted to eligible employees, directors and consultants. The Companys Board of Directors resolved not to make any further awards under the 2014 Plan following the completion of the Companys IPO. The 2014 Plan will continue to govern all outstanding awards granted thereunder. 2017 Stock Incentive Plan In April 2017, the Board and stockholders approved and adopted the 2017 Stock Incentive Plan (the 2017 Plan), which became effective on May 11, 2017. Under the 2017 Plan, incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and restricted stock units may be granted to employees, non-employee directors, consultants and advisors. The Board resolved not to make any further awards under the 2017 Plan following the adoption of the Companys 2023 Plan (as defined below) by the Companys stockholders in June 2023. The 2017 Plan will continue to govern all outstanding awards granted thereunder. 2018 Performance-Based Stock Incentive Plan In June 2018, the Companys stockholders approved the Companys 2018 Performance-Based Stock Incentive Plan (the 2018 Plan), and approved grants un …

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Fair Value Measurements The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurement (ASC 820), for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs which consist of quoted prices in active markets. To r …

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Goodwill and Other Intangible Assets Goodwill recorded in connection with the Companys acquisitions is primarily attributable to the assembled workforce and anticipated operational synergies. Goodwill was $54,256 and $53,110 as of December 31, 2025 and 2024, respectively. There were no impairments of goodwill during the year ended December 31, 2025 and 2024. The Company has only one reporting unit and evaluates goodwill for impairment at the single reporting unit level. As a result, there is no goodwill assigned specifically to Veritone One and goodwill pertaining to discontinued operations is allocated based on the relative fair value of Veritone One and the remaining business. The following table displays the changes in the carrying amount of goodwill: Balance at December 31, 2024 $ 53,110 Foreign currency translation 1,146 Balance at December 31, 2025 $ 54,256 The gross carrying amounts and accumulated amortization of the Companys finite-lived intangible assets as of December 31, 2025 and 2024 were as follows: December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 44,474 $ (40,345) $ 4,129 Customer relationships 99,225 (65,122) 34,103 Trademarks and trade names 2,300 (1,893) 407 Total finite-lived intangible assets $ 145,999 $ (107,360) $ 38,639 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 44,100 $ (33,561) $ 10,539 Customer relationships 99,000 (50,866) 48,1 …

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Income Taxes The components of loss from continuing operations before income taxes were as follows: Year Ended December 31, 2025 December 31, 2024 Domestic $ (91,023) $ (73,159) Foreign (20,937) (27,034) Total $ (111,960) $ (100,193) Income taxes were as follows: Year Ended December 31, 2025 December 31, 2024 Current tax expense: Federal $ $ 51 State 221 397 Foreign 883 446 Total current tax expense 1,104 894 Deferred tax expense: Federal (15,707) (13,381) State (5,317) (6,016) Foreign (4,242) (4,781) Change in valuation allowance 23,934 19,423 Total deferred tax expense (1,332) (4,755) Total tax expense $ (228) $ (3,861) The significant categories of temporary differences that gave rise to deferred income tax assets and liabilities were as follows: December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 59,394 $ 44,928 Stock-based compensation 21,131 21,460 Accrued expenses 364 165 Capital loss carryforward 5,678 5,031 Capitalized research and development 15,640 15,856 Fixed assets 225 341 Operating lease liabilities 54 134 Research credits 9,902 9,283 Interest expense carryforward 9,337 4,836 Other 1,537 1,368 Gross deferred tax assets 123,262 103,402 Less: valuation allowance (117,740) (93,159) Total deferred tax assets 5,522 10,243 Deferred tax liabilities: Operating lease right-of-use assets (52) (132) Unremitted foreign earnings (1,419) (1,086) Installment sale (2,090) Intangible assets and goodwill (7,326) (11,549) Other Total deferr …

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Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU improves reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this guidance during the fourth quarter of 2024 did not have a material financial impact on the Companys consolidated financial statements and the Company has added increased disclosures within the Segment Information section of Note 3, Significant Accounting Policies , to its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU improves the transparency of income tax disclosures by requiring: (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. Additionally, the amendments in this ASU improve the effectiveness and comparability of disclosures by: (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with Regulation S-X, and (2) removing disclosures that no longer are considered cost be …

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Related Party Transactions Steel Holdings Consulting Agreement On January 4, 2023, the Company entered into a consulting agreement with Steel Holdings, LLC effective January 1, 2023 (the Steel Holdings Consulting Agreement). Steel Holdings, LLC is an entity affiliated with Chad Steelberg, formerly a member of the Board, as well as the Companys former Chairman of the Board and former Chief Executive Officer. Under the Steel Holdings Consulting Agreement, the Company retained Mr. Steelberg as a consultant to provide ongoing Chief Executive Officer transition services and to manage and oversee the further development of the Companys aiWARE platform. In January 2024, the Company entered into an amended and restated independent contractor services agreement with Steel Holdings, LLC (the Amended Consulting Agreement), which superseded and replaced the Steel Holdings Consulting Agreement, and which terminated by its terms on December 31, 2025. Pursuant to the Amended Consulting Agreement, Mr. Steelberg will provide technical advisory services related to the Companys software, software architecture and technology strategy as requested by the Companys Chief Executive Officer until December 31, 2025, the termination date of the Amended Consulting Agreement. In consideration for such services, the Company paid Steel Holdings, LLC $1,000 in cash on July 1, 2024 and agreed to pay Steel Holdings, LLC $50 per month in cash for the period from January 2024 through December 2025. The Company …

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"Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (the SEC). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Liquidity, Capital Resources, and Going Concern Pursuant to the requirements of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 205-40, Presentation of Financial StatementsGoing Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management's plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company's ability to continue as a going concern. The mitigating effect of management's plans, however, is only con …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Debt Senior Secured Term Loan On December 13, 2023 (the Term Loan Closing Date), the Company and certain of its subsidiaries, as guarantors, entered into a Credit and Guaranty Agreement (as amended, the Credit Agreement) with certain funds managed by Highbridge Capital Management, LLC and with certain other lenders (collectively, the Lenders) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Credit Agreement provides for a $77,500 senior secured term loan (the Term Loan), which was fully drawn by the Company on the Term Loan Closing Date. On the Term Loan Closing Date, the Company used $37,500 of the Term Loan proceeds to repurchase $50,000 principal amount of its Convertible Notes (as defined below). As a result of the collective transactions at the Term Loan Closing Date, the Company recorded the Term Loan at fair value and recognized a one-time gain of $30,000 on the extinguishment of convertible debt. The initial discount on the Term Loan of $23,807 along with the capitalized issuance costs of $3,120 each will be amortized to interest expense over the term of the loan using the effective interest method. The amortization of initial discounts and issuance costs was $1,156 and $1,465 for the three months ended September 30, 2025 and 2024, respectively, and $3,371 and $4,218 for the nine months ended September 30, 2025 and 2024, respectively. In October 2024, the Company, as required by the terms of the Credit Agreement, used net pro …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended September 30, 2025 September 30, 2024 Commercial Enterprise Public Sector Total Commercial Enterprise Public Sector Total (As Restated) (As Restated) (As Restated) Software Products & Services $ 18,437 $ 1,982 $ 20,419 $ 13,098 $ 1,596 $ 14,694 Managed Services: Representation Services 1,426 1,426 2,730 2,730 Licensing 4,787 4,787 4,569 4,569 Total Managed Services 6,213 6,213 7,299 7,299 Total revenue $ 24,650 $ 1,982 $ 26,632 $ 20,397 $ 1,596 $ 21,993 Nine Months Ended September 30, 2025 September 30, 2024 Commercial Enterprise Public Sector Total Commercial Enterprise Public Sector Total (As Restated) (As Restated) (As Restated) Software Products & Services $ 46,226 $ 5,451 $ 51,677 $ 41,310 $ 4,236 $ 45,546 Managed Services: Representation Services 5,601 5,601 9,763 9,763 Licensing 15,010 15,010 14,895 14,895 Total Managed Services 20,611 20,611 24,658 24,658 Total revenue $ 66,837 $ 5,451 $ 72,288 $ 65,968 $ 4,236 $ 70,204 …

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12. Stock-Based Compensation The Company has stock-based compensation plans, which are more fully described in Note 11, Stock Plans , to the Consolidated Financial Statements included in the 2024 10-K. During the nine months ended September 30, 2025, the Company granted restricted stock units (RSUs) subject to service conditions, RSUs subject to service and performance conditions, and RSUs subject to service and market conditions. Stock Options The following table summarizes the activities for all stock options under the Companys stock-based compensation plans for the nine months ended September 30, 2025: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value(1) Outstanding as of December 31, 2024(2) 8,438 $ 12.93 3.16 years $ 152 Granted $ Exercised (27) $ 2.64 Forfeited or expired(3) (363) $ 11.41 Outstanding as of September 30, 2025(2) 8,048 $ 13.03 3.46 years $ 516 Exercisable as of September 30, 2025(4) 7,989 $ 13.07 3.43 years $ 497 Vested and expected to vest as of September 30, 2025(5) 8,048 $ 13.03 3.46 years $ 516 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes 3,539 and 3,620 performance condition stock options as of September 30, 2025 and December 31, 2024, respectively. (3) Includes 81 performance condition stock options. (4) Includes 3,539 performance condition stock options. (5) …

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Fair Value Measurements The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurement (ASC 820), for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs which consist of quoted prices in active markets. To r …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets Goodwill recorded in connection with the Companys acquisitions is primarily attributable to the assembled workforce and anticipated operational synergies. Goodwill was $54,119 and $53,110 as of September 30, 2025 and December 31, 2024, respectively. There were no additions to, or impairments of, goodwill during the three and nine months ended September 30, 2025 and 2024. The following table displays the changes in the carrying amount of goodwill: (As Restated) Balance at December 31, 2024 $ 53,110 Foreign currency translation 1,009 Balance at September 30, 2025 $ 54,119 The gross carrying amounts and accumulated amortization of the Companys finite-lived intangible assets as of September 30, 2025 and December 31, 2024 were as follows: September 30, 2025 (As Restated) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 44,425 $ (39,701) $ 4,724 Customer relationships 99,196 (61,583) 37,613 Trademarks and trade names 2,300 (1,788) 512 Total finite-lived intangible assets $ 145,921 $ (103,072) $ 42,849 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 44,100 $ (33,561) $ 10,539 Customer relationships 99,000 (50,866) 48,134 Trademarks and trade names 2,300 (1,473) 827 Total finite-lived intangible assets $ 145,400 $ (85,900) $ 59,500 Amortization expense related to developed technology, customer relationships, and trademarks and trade names is record …

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Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU improves reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this guidance during the fourth quarter of 2024 did not have a material financial impact on the Companys consolidated financial statements and the Company has added increased disclosures within the Segment Reporting section of Note 3, Significant Accounting Policies , to its condensed consolidated financial statements. New Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU improves the transparency of income tax disclosures by requiring: (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. Additionally, the amendments in this ASU improve the effectiveness and comparability of disclosures by: (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with Regul …

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13. Related Party Transactions Steel Holdings Consulting Agreement On January 4, 2023, the Company entered into a consulting agreement with Steel Holdings, LLC effective January 1, 2023 (the Steel Holdings Consulting Agreement). Steel Holdings, LLC is an entity affiliated with Chad Steelberg, formerly a member of the Board, as well as the Companys Chairman of the Board and Chief Executive Officer. Under the Steel Holdings Consulting Agreement, the Company retained Mr. Steelberg as a consultant to provide ongoing Chief Executive Officer transition services and to manage and oversee the further development of the Companys aiWARE platform. In January 2024, the Company entered into an amended and restated independent contractor services agreement with Steel Holdings, LLC (the Amended Consulting Agreement), which supersedes and replaces the Steel Holdings Consulting Agreement. Pursuant to the Amended Consulting Agreement, Mr. Steelberg will provide technical advisory services related to the Companys software, software architecture and technology strategy as requested by the Companys Chief Executive Officer until December 31, 2025, the termination date of the Amended Consulting Agreement. In consideration for such services, the Company paid Steel Holdings, LLC $1,000 in cash on July 1, 2024 and agreed to pay Steel Holdings, LLC $50 per month in cash for the period from January 2024 through December 2025. The Company will reimburse Steel Holdings, LLC for reasonable and documented e …

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. Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated interim financial information of the Company has been prepared in accordance with Article 10 of the Securities and Exchange Commissions (SEC) Regulation S-X. Accordingly, as permitted by Article 10 of Regulation S-X, it does not include all of the information required by generally accepted accounting principles in the U.S. (U.S. GAAP) for complete financial statements. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP, as permitted by Article 10 of Regulation S-X. The Companys unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 include Veritone, Inc. and all of its subsidiaries. In the opinion of management, the accompanying financial information contains all adjustments, consisting of normal recurring adjustments, necessary to state fairly the Companys unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 10-K). Operating results for the three and nine months ended September 30, 20 …

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14. Subsequent Events October 2025 Registered Direct Offering On October 17, 2025, the Company issued and sold an aggregate of 12,864,494 shares of common stock at a price of $5.83 per share to certain institutional and accredited investors in a registered direct offering. The aggregate net proceeds were approximately $70,278, after deducting estimated offering expenses. Completion of At the Market Program Subsequent to September 30, 2025, the Company issued and sold the remaining available shares under its ATM Program and terminated the ATM Program. November 2025 Term Loan Repayment On November 6, 2025, the Company provided notice under the Credit Agreement that it intends to repay in full all outstanding amounts under the Term Loan Facility on November 12, 2025 for an aggregate amount of $36.7 million in cash. The repayment amount reflects the outstanding principal amount of loans under the Term Loan Facility of $31.8 million, together with accrued and unpaid interest thereon of $0.5 million, and a prepayment premium equal to 14% of such principal amount. Following such repayment, the Companys obligations under the Term Loan Facility will be terminated. November 2025 Convertible Note Repurchase On November 6, 2025, the Company also entered into separate, privately negotiated transactions with certain holders of its Convertible Notes to repurchase approximately 50% of the outstanding Convertible Notes or approximately $45.7 million aggregate principal amount of the Convertib …

SubsequentEventsTextBlock · excerpt; the full note is in the filing