Veritone, Inc.

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2026, the Board of Directors (the “Board”) of Veritone, Inc. (the “Company”) authorized an amendment and restatement of the Veritone, Inc. Amended and Restated 2023 Equity Incentive Plan (the “First Amended 2023 Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) authorized for issuance thereunder by 3,000,000 shares (the First Amended 2023 Plan as amended, the “Second Amended 2023 Plan”), subject to approval by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders which took place on July 7, 2026 (the “Annual Meeting”). The Company’s stockholders approved the Second Amended 2023 Plan at the Annual Meeting and the Second Amended 2023 Plan became effective after the Annual Meeting on July 7, 2026.

The Second Amended 2023 Plan is described as part of Proposal 5 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing summary of the Second Amended 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended 2023 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.