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Discontinued Operations, Business Combinations, and Divestiture
 12 Months Ended
Dec. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations, Business Combinations, and Divestiture Discontinued Operations, Business Combinations, and Divestiture
Discontinued Operations and Divestiture of Veritone One
On the Divestiture Closing Date, the Company completed the sale of its wholly-owned subsidiary, Veritone One, LLC (formerly Veritone One, Inc., referred herein collectively as “Veritone One”), to Oxford Buyer, LLC (“Purchaser”), an affiliate of Insignia Capital Group L.P., pursuant to an Equity Purchase Agreement, by and among the Company, Veritone One and the Purchaser (the “Purchase Agreement”). Veritone One operated the Company’s full-service advertising agency business and its disposal represents a strategic shift that will have a major impact on the Company’s operations and financial results, as it enables the Company to focus on its core software and applications and reduce its dependency on advertising related services. As a result, Veritone One met both the held for sale and discontinued operations presentation criteria and comprised operations and cash flows that could be distinguished, operationally and for financial reporting purposes, from the rest of the Company. Since the Company operates as one reporting unit, the Company allocated goodwill to discontinued operations on a relative fair value basis in comparison to the value of the overall company.
In connection with the Divestiture, the Company and the Purchaser entered into a transition services agreement. The transition services agreement outlines the information technology, people, and facility support the Company expected to provide to the Purchaser for a period of six months after the Divestiture Closing Date with options to be extended. The total service fee amount for each service would not exceed the actual costs to provide such service. The transition services agreement terminated as of April 15, 2025.
The Divestiture was structured as a simultaneous “sign and close” transaction and closed on the Divestiture Closing Date. On the Divestiture Closing Date, the Company received cash proceeds of $59,053, which reflected the aggregate purchase price of $104,000 (the “Veritone One Sale Price”), less $18,000 subject to an earnout described below, $20,297 of purchase price adjustments, and $6,650 placed in escrow accounts described below. The Company may receive the earnout of either $18,000, $13,000, $8,000, $3,000, or $0 in cash proceeds based on the achievement of certain net revenue targets by Veritone One between January 1, 2025 and December 31, 2025 (as further described in the Purchase Agreement, the "Earnout"). As of December 31, 2025 Veritone One did not meet the net revenue targets to achieve the earnout.
Of the amounts placed in escrow, $1,500 was placed in an escrow account for potential purchase price adjustments and an aggregate of $5,150 was placed in escrow accounts for the potential satisfaction of post-closing indemnification claims (the “Indemnity Escrow”), in each case subject to the terms and limitations set forth in the Purchase Agreement. As a result of the Divestiture, the Company recorded a one-time gain of $66,533 during the year ended December 31, 2024, which represented the purchase consideration provided, the net assets and liabilities of the divestiture retired at the purchase date, less the $3,006 in divestiture-related expenses, and is included in net income from discontinued operations in the consolidated statements of operations and comprehensive loss. At the October 17, 2024, Closing Date, the Company's estimate of the fair value of the Earnout was $6,310. At December 31, 2024, the Company’s estimate of the fair value of the Earnout of $7,667 and Indemnity Escrow of $5,150 was reported on the corresponding balance sheet in other prepaid expenses and other assets, current and other assets, long term, respectively.
On May 15, 2025, the Company and the Purchaser determined that the closing purchase price exceeded the final purchase price, and jointly instructed the escrow agent to release from the purchase price adjustment escrow (i) $1,372 to the Purchaser and (ii) the remaining balance of $128 to the Company. On October 22, 2025, $3,650 was released from the Indemnity Escrow and returned to the Company in accordance with the terms of the Purchase Agreement. As of December 31, 2025 there is $1,500 remaining attributed to the Indemnity Escrow which is classified within prepaid expenses and other current assets.
The Purchase Agreement contains customary representations, warranties and covenants of each of the parties to the Agreement. The Purchase Agreement also includes indemnification provisions whereby the Company will indemnify the Purchaser and other related indemnified parties for losses arising out of, among other things, inaccuracies in, or breaches of, the representations, warranties and covenants of the Company or Veritone One. The Purchaser and the other related indemnified parties will be able to make post-closing indemnification claims against the Indemnity Escrow, subject to the terms and limitations set forth in the Purchase Agreement. In addition, under the Purchase Agreement, the Company is subject to non-competition and non-solicitation provisions pursuant to which, among other things, the Company agreed not to engage in certain competitive activities with respect to Veritone One’s business or solicit Veritone One employees or customers for a period of four years following the Divestiture.
Veritone One’s results of operations for the year ended December 31, 2024 are disclosed as discontinued operations and excluded from continuing operations within the Company’s consolidated financial statements and notes thereto.
The operating results of the Company's discontinued operations for the year ended December 31, 2024 were as follows:
Year Ended
December 31,
2024
Revenue$24,408 
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)742 
Sales and marketing5,037 
Research and development61 
General and administrative8,876 
Depreciation and amortization260 
Total operating expenses14,976 
Operating income9,432 
Interest expense, net16,941 
Gain on sale(66,533)
Income before income taxes59,024 
Income taxes76 
Net income from discontinued operations, net of income taxes$58,948 

Depreciation and amortization allocated to discontinued operations during the year ended December 31, 2024 was $260. Interest expense, net allocated to discontinued operations during the year ended December 31, 2024 was $16,941, inclusive of $9,161 related to the write-off of debt discount and issuance costs on the term loan and a $3,051 prepayment penalty on the term loan. Stock based compensation expense from discontinued operations was $422 for the year ended December 31, 2024.

The carrying amounts of the net assets of the Company's discontinued operations as of October 17, 2024 was $974. The gain on the sale of Veritone One was calculated as follows:

Cash consideration at closing$59,053 
Fair value of earnout receivable6,310 
Estimated proceeds from escrow5,150 
Less: transaction costs which were paid with cash consideration received at closing(3,006)
Adjusted consideration67,507 
Less: net carrying value of discontinued operations(974)
Gain on Sale$66,533 
Sale of Veritone Energy Solutions Group
On June 30, 2023, the Company completed the sale of its Veritone Energy solutions group to GridBeyond Limited, an Ireland-based privately held company (“GridBeyond”) that delivers AI-powered energy solutions, pursuant to an asset purchase agreement. The Company received 4,160,644 shares of Series B Preference Shares in GridBeyond valued at approximately $2,021 as of June 30, 2023, as well as $549 in cash. The sale resulted in a pre-tax gain of $2,572 in the second quarter of 2023. The group did not meet the criteria of discontinued operations because the disposal did not have a major effect on the Company’s operations and financial results. In April 2024, the Company sold its interest in GridBeyond for $1,800 in cash, resulting in a loss on sale of $172 and a foreign exchange loss of $49, recorded in other expense (income), net during the second quarter of 2024.