Veritone, Inc.

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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 150,000,000 shares to 225,000,000 shares (the “Charter Amendment”). The Charter Amendment is described as part of Proposal 4 in the Proxy Statement, which description is incorporated herein by reference. On July 10, 2026, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware, and the Charter Amendment became effective upon filing. The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders The Annual Meeting was held on July 7, 2026. Of the 92,954,401 shares of Common Stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of 47,523,454 shares of Common Stock, representing approximately 51.12% of the total number of shares entitled to vote at the meeting. The following six proposals were presented and voted on at the meeting: Proposal 1 To elect two nominees, Ryan Steelberg and Francisco Morales, as Class III directors, to serve on the Board for a three-year term expiring at the Company’s annual meeting of stockholders in 2029. The two nominees were elected by a plurality of the total votes cast with respect to such nominee’s election. The voting results were: Nominee For Withheld Broker Non-Votes ────────────────────────────────────────────────────────────────────────── Ryan Steelberg 19,787,759 2,691,540 25,044,155 Francisco Morales 19,598,863 2,880,436 25,044,155 Proposal 2 To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────── 46,822,302 477,190 223,962 – Proposal 3 To approve, on an advisory basis, the compensation of the Company’s named executive officers. Such proposal was approved, on an advisory basis, by a majority of the total votes cast on the matter. The voting results were: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────── 19,396,852 2,397,093 685,354 25,044,155 Proposal 4 To approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 225,000,000. Such proposal was approved by a majority of total votes cast on the matter. The voting results were: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────── 42,298,570 4,629,242 595,642 – Proposal 5 To approve an amendment and restatement of the First Amended 2023 Plan. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────── 19,371,537 3,029,508 78,254 25,044,155 Proposal 6 To approve the grant of a time-based RSU award and performance-based RSU award to Ryan Steelberg, the Company’s President, Chief Executive Officer and Chairman of the Board. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────── 17,041,242 5,252,284 185,773 25,044,155