CuriosityStream Inc.

NOTE 1 -ORGANIZATION AND BUSINESS

On October 14, 2020, Software Acquisition Group Inc., a special purpose acquisition company and a Delaware corporation (“SAQN”), consummated a reverse merger pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020 (the “Business Combination”). Upon the consummation of the Business Combination, CuriosityStream Operating Inc., a Delaware corporation (“Legacy CuriosityStream”) became a wholly owned subsidiary of SAQN, and the registrant changed its name from “Software Acquisition Group Inc.” to “CuriosityStream Inc.” Following the consummation of the Business Combination, Legacy CuriosityStream changed its name from “CuriosityStream Operating Inc.” to “Curiosity Inc.”

The principal business of CuriosityStream Inc. (the "Company" or "CuriosityStream") is providing customers with access to high quality factual content via a direct subscription video on-demand (SVOD) platform accessible by internet connected devices, or indirectly via distribution partners who deliver CuriosityStream content via the distributor’s platform or system. The Company's online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology. The Company's SVOD platform offers approximately 14,000 accessible on-demand and ad-free productions and includes shows and series from leading non-fiction producers.

The Company's streaming content is provided to consumers through two primary distribution channels: (i) direct-to-consumer (“DTC”) and (ii) third-party platforms, referred to as Partner Direct. The DTC channel includes access through the Company’s website and applications developed for electronic device. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.

DTC includes subscriptions to consumers as well as bulk subscriptions through enterprises, and provides monthly or annual subscription terms. Pricing varies based on the subscriber’s location, the selected subscription tier and term. To ensure wide accessibility, the Company has developed applications for major customer devices, including streaming media players such as Roku, Apple TV, and Amazon Fire TV, and smart TVs from brands including LG, Vizio, and Samsung.

In addition to the Direct Business, the Company enters into Bundled Distribution arrangements with media partners to provide streaming content to a broader reach of subscribers. These agreements typically convey a broad scope of rights, including access to a 24/7 linear channel, an on-demand content library, mobile rights, and/or pricing and packaging flexibility, in exchange for an annual fixed fee or per-subscriber fee as part of a multi-year deal.

The Company also enters into content licensing arrangements, which grant distribution and data rights to its programming, including licensing content from its library and selling certain rights to content prior to production.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany balances and transactions have been eliminated.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates include the content asset amortization, the assessment of the recoverability of content assets andequity method investments, and the determination of fair value estimates related to non monetary transactions, share-based awards and liability-classified warrants (prior to their expiration in October 2025).

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, investments, and accounts receivable. The Company maintains its cash, cash equivalents, and investments with high credit quality financial institutions; at times, such balances with the financial institutions may exceed the applicable Federal Deposit Insurance Corporation (FDIC)-insured limits.

Accounts receivable, net are typically unsecured and are derived from revenues earned from customers primarily located in the U.S.

During the year ended December 31, 2025, the top three customers accounted for 29% of the Company’s revenues with no customer individually accounting for 15% of the Company’s revenues. This concentration reflects the significant scale and higher per-contract value of agreements for the licensing and sublicensing of the Company’s proprietary programs and data assets for Artificial Intelligence (AI) training. These same three customers accounted for 52% of the Company’s accounts receivable as of December 31, 2025.

During the year ended December 31, 2024, the top three customers accounted for 16% of the Company’s revenues with no customer individually accounting for 10% of the Company’s revenues. These same three customers accounted for 23% of the Company’s accounts receivable as of December 31, 2024.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. Restricted cash maintained under agreements that legally restrict the use of such funds is not included within cash and cash equivalents and is reported in a separate line item on the consolidated balance sheets as of December 31, 2025, and 2024.

INVESTMENTS IN DEBT SECURITIES

The Company classifies its investments in debt securities as held-to-maturity ("HTM") under Accounting Standards Codification ("ASC") 320, “Investments—Debt and Equity Securities.” HTM investments represent securities for which the Company has the positive intent and ability to hold to maturity, and they are reported at amortized cost.

Investments with original maturities of three months or less from the date of purchase are classified as cash equivalents. Investments with longer maturities are classified as short-term or long-term investments based on the remaining maturity at each balance sheet date and the Company’s intent to hold the security. Interest income earned from HTM investments is recognized in the consolidated statement of operations within interest and other income.

FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are those that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability.

The accounting guidance establishes three levels of inputs that may be used to measure fair value:

•Level 1: Quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The Company’s assets measured at fair value on a recurring basis include its investments in money market funds and corporate, U.S. government, and municipal debt securities, as well as assets held in a rabbi trust related to the Company’s non-qualified deferred compensation (“NQDC”) plan. Level 1 inputs were derived by using unadjusted quoted prices for identical assets in active markets and were used to value the Company’s investments in money market funds, U.S. government debt securities, and the NQDC plan assets. Level 2 inputs were derived using prices for similar investments and were used to value the Company’s investments in corporate and municipal debt securities.

The Company’s liabilities previously measured at fair value on a recurring basis included its Private Placement Warrants issued to Software Acquisition Holdings LLC, the Company’s former Sponsor. All such Private Placement Warrants expired on October 14, 2025, at which time the associated liability was reduced tozero. Prior to their expiration, the fair value of the Private Placement Warrants was considered a Level 3 valuation and was determined using the Black-Scholes valuation model. Refer to Note 6 - Stockholders' Equity for significant assumptions which the Company used in the fair value model for the Private Placement Warrants during the periods the warrants were outstanding.

Certain assets are measured at fair value on a nonrecurring basis and are subject to fair value adjustments only in certain circumstances, e.g., when there is evidence of impairment indicators. The Company assesses the fair value of its content as a result of identifying indicators of impairment related to those assets. Additionally, the Company recognizes revenue from non-cash consideration received through barter transactions, as described in the Revenue Recognition accounting policy. The resulting fair value measurements of the equity-method investments, content assets, and non-cash consideration from barter arrangements are considered to be Level 3 measurements. The resulting fair value measurements of the equity-method investments and content assets are considered to be Level 3 measurements. Refer to Note 3 - Equity Investmentsand Note 4 - Balance Sheet Componentsfor further discussion of the results of these analyses.

EQUITY METHOD INVESTMENTS

The Company applies the equity method of accounting to investments when it has the ability to exercise significant influence, but not control, over the investee. Significant influence is presumed to exist when the Company owns between 20% and 50% of the voting interests in the investee, but the Company also applies judgment regarding its level of influence over the investee by considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.

The Company’s equity method investments are initially reported at cost and then adjusted each period for the Company’s share of the investee’s income or loss and dividends paid, if any. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “Equity method investment loss” on the consolidated statements of operations. The Company classifies distributions received from equity method investments using the cumulative earnings approach in the consolidated statements of cash flows.

INVESTMENTS IN EQUITY SECURITIES

On November 14, 2025, the Company executed a Series Seed Preferred Share Purchase Agreement to acquire a minority equity interest in a private AI technology company. As of December 31, 2025, the Company holds 1,217,730 Series 2 Seed Preferred Shares, representing approximately a 2.60% ownership interest on a fully diluted basis. These shares are convertible into common stock at the Company's option and carry a liquidation preference of CAD 0.2053 per share. The shares are non-redeemable and represent a permanent equity interest in the investee. The shares entitle the Company to dividend and voting rights on an as-converted basis and provide certain protective rights over major corporate actions of the investee. The total cash consideration for this investment was $0.2 million, which was recorded as an accrued investment payable at December 31, 2025, and subsequently settled in cash on January 2, 2026.

The Company evaluated the nature of this investment and determined that it does not exercise significant influence over the operating and financial policies of the investee. Because this investment does not have a readily determinable fair value, the Company has elected to account for it utilizing the measurement alternative under ASC 321, Investments—Equity Securities. Due to the size of the investment, the carrying value is included within Other Assets on the Consolidated Balance Sheets. Under this method, the investment is recorded at cost, less any impairment, and is adjusted for subsequent observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company performs a qualitative assessment each reporting period, including a review of the investee's financial performance and industry trends, to evaluate whether the investment is impaired. As of December 31, 2025, no such impairments or observable price changes were identified.

ACCOUNTS RECEIVABLE

Accounts receivable is comprised of receivables from subscriptions revenue, license fees revenue, and other revenue. The Company records accounts receivable net of an allowance for expected credit losses. Effective January 1, 2025, the Company early adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets and elected the practical expedient to assume that current economic conditions as of the balance sheet date remain constant over the remaining life of its current accounts receivable. The allowance is determined based on a review of the estimated collectability of the specific accounts, historical loss experience, and existing economic conditions. Uncollectible amounts are written off against the allowance for credit losses accounts once management determines collection of such amount, or a portion thereof, to be less than probable. As of December 31, 2025, and 2024, allowance for expected credit losses was animmaterial amount and $0.2 million, respectively.

CONTENT ASSETS

The Company acquires, licenses and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. Content license terms generally include a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within Net cash provided by (used in) operating activities on the consolidated statements of cash flows. Content acquired or licensed through trade and barter transactions is also reported within additions to content assets at fair value.

The Company recognizes its content assets as Content assets, net on the consolidated balance sheets. For licensed content, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead.

Amortization of content assets is reported within Cost of revenues in the consolidated statements of operations. Based on factors including historical and estimated viewing patterns, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts.

Furthermore, the amortization of produced content is generally accelerated at a higher amortization rate than that of licensed content. The Company reviews factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant content licensing.

The Company’s primary business model is subscription-based as opposed to a model based on generating revenues at a specific title level. Content assets are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content library will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs are written off for content assets that have been, or are expected to be abandoned.

PROPERTY AND EQUIPMENT

Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the non-cancelable lease term or the estimated useful lives. Repairs and maintenance expenses are expensed as incurred.

The Company capitalizes certain internal-use software development costs, which consist primarily of direct labor and third-party costs. Capitalization begins when management has authorized and committed to funding the project and it is probable that the project will be completed and used for its intended function. Capitalization ceases when the software is ready for its intended use. These costs are amortized on a straight-line basis over the software’s estimated useful life, generally 3 years. Repairs and maintenance expenses are expensed as incurred.

LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value. For the years ended December 31, 2025, and 2024, the Company recognizedno impairment charges related to long-lived assets .

INTANGIBLE ASSETS

Intangible assets, excluding capitalized internal-use software costs, are carried at cost and amortized over their estimated useful lives. Amortization is recorded within general and administrative expenses in the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value. The Company’s policy and disclosures for internal-use software costs are included within the Property and Equipment policy.

WARRANT LIABILITY

The Company previously classified its Private Placement Warrants as liabilities prior to their expiration in October 2025, as the terms of these warrants provided for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares. Such provisions precluded the warrants from classification as equity. The Private Placement Warrants were recorded at fair value on the consolidated balance sheets, and changes in their fair value were reported in the consolidated statements of operations. During the third quarter of 2025, the fair value of the warrant liability was reduced tozero as the warrants approached their expiration. All such warrants subsequently expired unexercised on October 14, 2025, and are no longer outstanding.

REVENUE RECOGNITION

The Company’s performance obligations include:

1. Access to its SVOD platform on a subscription basis either directly or through a partner, whereby the performance obligation is satisfied as access is provided following any free trial period;

2. Access to the Company’s content assets, whereby the performance obligation is satisfied as access to the content is provided; and

3. Licenses of specific program titles, whereby the performance obligation is satisfied as that content is made available for the customer to use.

The Company’s streaming content is provided to consumers through two primary distribution channels: (i) direct-to-consumer (“DTC”) and (ii) third-party platforms, referred to as Partner Direct. Collectively, DTC and Partner Direct comprise the Company’s Direct Business.

Direct Business. DTC includes subscriptions to consumers as well as bulk subscriptions through enterprises, and provides monthly or annual subscription terms, which are generally billed and payable upfront. Pricing varies based on the subscriber’s location, the selected subscription tier, and the contract term. The Company’s primary performance obligation is to provide continuous access to its content library over the subscription period. As the subscriber simultaneously receives and consumes the benefits of this access, revenue is recognized ratably over the term of the subscription. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities.

To ensure wide accessibility, the Company has developed applications for major customer devices, including streaming media players (such as Roku, Apple TV, and Amazon Fire TV) and smart TVs (including LG, Vizio, and Samsung). For subscriptions generated through these third-party app stores, the platform typically bills the subscriber and remits the fee to the Company net of a distribution fee. The Company has determined it acts as the principal in these relationships because it retains control over service delivery and is primarily responsible for fulfilling the promise to provide content access. Accordingly, DTC revenue is recognized on a gross basis, and corresponding distribution fees are recorded as cost of revenues.

Partner Direct. Partner Direct revenue consists of license fees from multichannel video programming distributors (“MVPDs”), virtual MVPDs (“vMVPDs”), and digital distributor partners, including Comcast, Cox, Dish, Amazon Prime Video Channels, Apple Channel, The Roku Channel, Sling TV, and YouTube TV.

In these arrangements, the Company’s performance obligation is to provide the partner’s subscribers with access to CuriosityStream content via the partner's platform. Revenue is typically recognized over the term of the agreement as the service is provided. For agreements structured with per-subscriber fees, revenue is recognized in the period the service is provided based on reported subscriber counts. For fixed-fee arrangements, revenue is recognized on a straight-line basis over the contractual period.

The Company generates content licensing revenue through the licensing of its content library and proprietary data assets to third-party media and technology companies.

Library Sales. Through our Content Licensing business, we license a collection of existing titles from our content library to media companies. Additionally, the Company licenses and sublicenses proprietary content and data assets to companies for the purpose of training large-language learning models for artificial intelligence (AI) products. The Company has determined these licenses represent the transfer of functional intellectual property, as the content has significant standalone functionality.

Revenue from these arrangements is recognized at a point in time when the license period begins and the content or data assets are made available for the counterparty’s use, representing the moment control is transferred. For certain AI licensing deals involving high-volume data transfers, revenue is recognized as the underlying performance obligations are met, which may occur as data sets are delivered and accepted by the customer, at which point payment of cash consideration is typically due within 30 days.

Our Bundled Distribution business includes affiliate relationships with our bundled MVPD and vMVPD partners, which are broadband and wireless companies in the U.S. and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our video-on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.

The Company’s Bundled Distribution revenue is derived from affiliate relationships with bundled MVPD and vMVPD partners, including broadband and wireless companies in the U.S. and international territories. These agreements typically convey a broad scope of rights, including access to 24/7 “linear” channels, the Company's video-on-demand content library, mobile rights, and pricing and packaging flexibility. The Company has identified the license of intellectual property and the continuous delivery of content updates as a single performance obligation because the license and the updates are highly interrelated and represent a combined output provided to the partner. This performance obligation is satisfied over time as the partner simultaneously receives and consumes the benefit of the service over the contractual term.

The transaction price for these arrangements typically consists of either an annual fixed fee or a fee per subscriber. For fixed-fee arrangements, revenue is recognized on a straight-line basis over the term of the agreement, representing the Company’s stand-ready obligation to provide content access. For per-subscriber arrangements, revenue is recognized in the period the service is provided based on the actual number of subscribers reported by the partner. Partners typically remit payment of consideration due to the Company on a quarterly basis. These agreements are frequently structured as long-term, multi-year contracts, and the Company recognizes revenue as it fulfills its promise to provide ongoing access to its content ecosystem.

Trade and Barter Transactions

The Company engages in non-monetary trade and barter transactions to exchange content assets through licensing agreements with media counterparties. Certain transactions may also include the exchange of advertising, whereby the Company and its counterparties exchange media campaigns or other promotional services. The Company reviews each transaction to confirm that the content assets, advertising, or other services it receives have economic substance and records revenue in an amount equal to the fair value of what it receives at the time that it completes its performance obligation.

For advertising, the performance obligation is satisfied upon the Company’s delivery of the media campaign or other service to the counterparty. For an exchange of content, the performance obligation is satisfied at the time the content is made available for the counterparty to use, which represents the point in time that control is transferred.

Determining the fair value of content assets received in barter transactions requires significant management judgment. The Company utilizes a standardized framework that classifies content into tiers based on a holistic assessment of factors, including the recency of production, production value, and audience appeal. For each tier, the Company applies standardized valuation points derived from observed market bands for long-form factual and documentary content, including externally quoted rates and executed third-party licenses for similar assets, representing Level 2 inputs in the fair value hierarchy prescribed by ASC 820.

Because market benchmarks often vary in duration and scope, the Company normalizes pricing data from recent comparable transactions and external pricing data to align with the specific terms of its barter agreements. Many third-party benchmarks reflect one-year, non-exclusive licenses, whereas the Company’s barter agreements typically involve multi-year terms. Management adjusts market-based rates to account for these differences in duration and rights packages, ensuring that the final assigned value represents a reasonable estimate of the total license value over the life of the agreement. The Company applies these fixed valuation tiers consistently across transactions to prevent opportunistic valuation changes, with limited exceptions for high-volume content or significantly restricted rights grants.

Other

The Company provides advertising and sponsorship services through integrated digital brand partnerships designed to deliver content and brand messaging across various platforms. These services include short- and long-form program integration, branded social media promotional videos, and broadcast advertising spots within video and audio programs made available on linear channels or in front of the paywall. Additionally, the Company generates revenue through digital display ads and content delivery via advertising-based video-on-demand (AVOD), free advertising-supported streaming television (FAST), YouTube, and other digital distribution channels.

The Company identifies each distinct advertising or sponsorship deliverable as a separate performance obligation, and for arrangements involving multiple deliverables, the transaction price is allocated to each based on its relative standalone selling price. Revenue is recognized when the performance obligation is satisfied, which occurs when the advertisement or sponsored content is aired, displayed, or otherwise made available to the intended audience. For impression-based advertising delivered via digital display or AVOD/FAST channels, revenue is typically recognized in the period the impressions are delivered, whereas revenue for program integration and branded content is recognized upon the initial release or broadcast, representing the point in time when control of the service transfers to the customer. In certain multi-period sponsorship arrangements where the Company provides a continuous brand presence, revenue is recognized ratably over the term of the agreement as the benefit is simultaneously received and consumed by the sponsor.

In digital distribution arrangements where the Company utilizes third-party platforms to serve advertisements, revenue is recognized on a gross basis when the Company maintains control over the advertising inventory and is primarily responsible for fulfilling the delivery to the advertiser. Conversely, in instances where the third-party platform maintains control over the inventory or the sale process, revenue is recognized net of the fees retained by the platform. The Company also considers variable consideration in its advertising contracts, such as viewership-based share or volume-based discounts, and recognizes such revenue only to the extent that a significant reversal is not probable.

COST OF REVENUES

Cost of revenues primarily includes content asset amortization, streaming delivery costs, payment processing costs and distribution fees.

ADVERTISING AND MARKETING

Advertising and marketing expenses include digital, radio, and television advertisements as well as brand awareness expenditures. These costs are expensed as incurred. For the years ended December 31, 2025, and 2024, advertising and marketing expenses were $14.0 million and $14.4 million, respectively, and are reflected in the accompanying consolidated statements of operations.

STOCK-BASED COMPENSATION

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This compensation cost is recognized in earnings over the period during which an employee is required to provide the service, with the Company accounting for forfeitures as they occur. The Company’s equity awards, which include RSUs and stock options, may be subject to service-based, performance-based, or market-based vesting conditions.

For awards with only service-based conditions, the fair value is recognized as an expense on a straight-line basis over the requisite service period. For performance-based awards that vest upon the achievement of specific financial or operational goals, the Company recognizes compensation expense only when it is determined that it is probable the performance criteria will be met. The Company reassesses the probability of vesting for these awards at each reporting period and adjusts cumulative compensation expense for any subsequent changes in that probability.

For awards subject to market-based conditions, the grant-date fair value is estimated using a Monte Carlo simulation model. Compensation expense for market-based awards is recognized over the derived service period regardless of whether the market condition is ultimately satisfied, provided the requisite service is rendered. When RSUs vest or options are exercised, the Company typically issues previously unissued shares of Common Stock.

Refer to Note 8 - Stock-Based Compensation in the Notes to Consolidated Financial Statements for further information regarding the specific assumptions and valuation models used for these awards.

NONQUALIFIED DEFERRED COMPENSATION PLAN

In July 2025, the Company established a nonqualified deferred compensation plan (the "NQDC Plan") for the benefit of a select group of management and highly compensated employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The NQDC Plan allows eligible participants to defer a portion of their base salary and/or annual incentive compensation.

The Company records a liability for participant deferrals, which represents an unsecured general obligation of the Company to pay the participants in the future. This liability is adjusted in each reporting period to reflect the performance of the investments selected by the participants, with a corresponding charge or credit to compensation expense in the Consolidated Statements of Operations. As of December 31, 2025, the NQDC Plan liability was $0.1 million and is included in "Other liabilities" on the Consolidated Balance Sheets. Refer to Note 11- Retirement Planin the Notes to Consolidated Financial Statements for further information.

RESTRUCTURING

From time to time, the Company approves and implements restructuring plans to align internal resources and reduce costs. These plans may include employee terminations and contract cancellations. In 2023, the Company initiated a restructuring plan that resulted in the elimination of certain full-time positions. While the workforce optimization plan was initiated in 2023, the administrative execution and related settlement of severance obligations extended into 2024. As a result, the Company recorded pre-tax restructuring charges of animmaterial amount and $0.2 million for the year ended December 31, 2025 and 2024, respectively, primarily related to severance and workforce optimization costs. These expenses were classified within general and administrative expenses in the accompanying consolidated statements of operations. Of the total restructuring costs, the Company paid $0.1 million in 2025 and $0.9 million in 2024, respectively.

FOREIGN CURRENCY TRANSACTIONS

The Company’s functional currency is the U.S. dollar. Foreign currency transaction gains and losses, which result from the settlement of receivables or payables denominated in currencies other than the functional currency, are included in Other income (expense), net in the Consolidated Statements of Operations. The aggregate foreign currency transaction loss included in net loss was of animmaterial amount and $0.1 million for the years ended December 31, 2025 and 2024, respectively

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities as reported in the consolidated balance sheets and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as a component of the income tax provision in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized.

The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision.

The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income tax paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at that time. To the extent the assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made.

RECENT ACCOUNTING PRONOUNCEMENTS

As of December 31, 2025, the Company ceased to be an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (JOBS Act), because that date marked the last day of the fiscal year followingthe fifth anniversary of the Company’s initial public offering. While the Company previously elected to use the extended transition period provided by the JOBS Act to delay the adoption of new or revised accounting pronouncements until such time as those pronouncements were applicable to private companies, the sunset of its emerging growth company status means the Company is now generally required to comply with new or revised accounting standards on the timelines applicable to public business entities.

The Company continues to qualify as a “smaller reporting company” and a “non-accelerated filer” under the rules of the Securities and Exchange Commission. Although the Company has transitioned to the adoption timelines for public business entities, as a smaller reporting company, it may still be eligible to take advantage of certain accommodations and alternative effective dates for specific accounting standards where the Financial Accounting Standards Board (FASB) allows for a staggered adoption for smaller registrants. The Company will evaluate the impact of any such standards on its consolidated financial statements as they are issued.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The Company adopted this guidance on January 1, 2025, on a prospective basis. The adoption resulted in expanded disclosures in Note 15 - Income Taxes, specifically regarding the rate reconciliation and cash taxes paid, but did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides all entities with a practical expedient that allows them to assume that current economic conditions as of the balance sheet date remain unchanged for the remaining life of the assets when estimating expected credit losses for current accounts receivable and contract assets. In the fourth quarter of 2025, the Company early adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The Company applied the provisions of this standard prospectively as of January 1, 2025. Under the standard’s practical expedient, the Company assumes that current economic conditions will remain constant over the remaining life of its accounts receivable. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update modernizes the accounting for internal-use software by removing prescriptive project stages and replacing them with a principles-based recognition threshold. Under the new guidance, capitalization of software development costs begins when (i) management has authorized and committed to funding the project and (ii) it is probable that the project will be completed and the software will be used for its intended function. The amendments in this ASU are effective for the Company’s annual reporting period beginning January 1, 2028, and interim periods within that fiscal year. Early adoption is permitted. The Company early adopted this standard on January 1, 2025, using the prospective transition method. Accordingly, the new guidance was applied to software development costs incurred on or after the adoption date for both new and existing projects. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations. As required by the standard, capitalized internal-use software costs are now subject to the disclosure requirements of Topic 360, Property, Plant, and Equipment.

Accounting Pronouncements Issued but not Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. In January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date, which amended the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The standard allows for adoption using either a prospective or a retrospective method of transition. The Company is currently evaluating the impact of adopting ASU 2024-03, including the clarification provided by ASU 2025-01.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update are intended to improve the navigability of interim reporting guidance and clarify when Topic 270 is applicable. The ASU provides a comprehensive list of interim disclosure requirements and introduces a disclosure principle requiring an entity to disclose any events or significant changes since the most recent annual reporting period that have a material effect on the entity. The new guidance is effective for the Company’s interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted for all entities, and the amendments may be applied either prospectively or retrospectively. The amendments in this update may be applied either prospectively or retrospectively to all periods presented. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and related disclosures.

NOTE 3 -EQUITY INVESTMENTS

EQUITY INVESTMENTS

On November 14, 2025, the Company executed a Series Seed Preferred Share Purchase Agreement to acquire a minority equity interest in a private AI technology company. As of December 31, 2025, the Company holds 1,217,730 Series 2 Seed Preferred Shares, representing approximately a 2.60% ownership interest on a fully diluted basis. These shares are convertible into common stock at the Company's option and carry a liquidation preference of $0.20530 per share. The shares are non-redeemable and represent a permanent equity interest in the investee. The shares entitle the Company to dividend and voting rights on an as-converted basis and provide certain protective rights over major corporate actions of the investee. The total cash consideration for this investment was $0.2 million, which was recorded as an accrued investment payable at December 31, 2025, and subsequently settled in cash on January 2, 2026.

The Company’s holds equity investments in Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”) and Watch Nebula LLC (“Nebula”). The Company accounts for these investments under the equity method of accounting. The carrying value of the Company’s equity method investment in the Spiegel Venture was reduced tozero as of December 31, 2024, and remains unchanged as of December 31, 2025. The carrying values for the investment in Nebula as of December 31, 2025, and 2024, were as follows:

Spiegel Venture

In July 2021, the Company acquired a 32% ownership in the Spiegel Venture for an initial investment of $3.3 million. The Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV GmbH ("Spiegel TV") and Autentic GmbH ("Autentic"), operatestwo documentary channels, and a free advertising-supported streaming television (FAST) channel, and receives a share of revenue from the Company's German-language SVOD service. The Spiegel Venture provides factual content to audiences in Germany and certain German-speaking regions of other countries. As of December 31, 2024, the Company’s carrying value in the Spiegel Venture was written down tozero as the Company’s share of cumulative losses exceeded its initial investment. The Company has not received any dividends from the Spiegel Venture as of December 31, 2025.

The Company has a call option that permits it to require Spiegel TV and Autentic to sell their ownership interests in the Spiegel Venture (“Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the SPA, is initially exercisable only during the period that is the later of (i) the 30-day period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between March 1, 2026, and March 31, 2026.

Together with the Call Option, each of Spiegel TV and Autentic has a put option that permits it to require the Company to purchase their interest (“Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option is initially exercisable only during the period that is the later of i) the 60-day period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between April 1, 2026, and April 30, 2026.

As of December 31, 2025, the Company estimated the aggregate purchase price payable to be in the range of $1.8 million and $2.2 million based on the formula set forth in the SPA and management’s current expectations. The ultimate amount, if any, will depend on the Spiegel Venture’s audited fiscal 2025 results and other period-end adjustments and could differ materially from this estimate.

In the event that neither the Call Option nor the Put Option is exercised, both options will continue to be available to each respective party in perpetuity beginning in the following year, with its exercise limited to the applicable date range outlined above.

Nebula

Nebula is an SVOD technology platform built for and by a group of independent content creators. Prior to the Company’s investment, Nebula was a wholly owned subsidiary of Standard Broadcast LLC (“Standard”). On August 23, 2021, the Company purchased a 12% ownership interest in Nebula for $6.0 million. Upon its initial investment, the Company obtained 25% representation on Nebula’s Board of Directors.

Since the time of its original investment, the Company purchased additional incremental ownership interests, each for a payment of $0.8 million and representing 1.625% of equity ownership, if Nebula met certain quarterly targets. The Company made three subsequent incremental purchases, bringing its total ownership interest in Nebula to 16.875% as of December 31, 2023. The opportunity or obligation to make additional purchases ended as of September 30, 2023. Because the Company did not purchase at leasttwo consecutive ownership interests in Nebula, effective December 15, 2023, Standard removed the Company’s seat on the Nebula Board of Directors. The Company has not received dividends from Nebula as of December 31, 2025.

Beginning August 2021, the Company included access to Nebula’s SVOD service as a part of a combined CuriosityStream /Watch Nebula subscription offer and as part of the Company’s Smart Bundle subscription package. As part of this arrangement, the Company shared revenue with Nebula, based on certain metrics, and paid monthly. On September 26, 2023, Nebula provided the Company with a notice of non-renewal (the “Nebula Non-Renewal”), which resulted in the expiration of the revenue share at the end of 2023. Nebula was still required to make its service available to subscribers to either of these offerings through the end of the term of any such subscription that existed as of December 31, 2023.

Impairment Assessment

The Company regularly reviews its investments in equity method investees for impairment, including when the carrying value of an investment exceeds its related market or fair value. If it is determined that an investment has sustained an “other-than-temporary” decline in value, the investment is written down to its fair value. Factors considered in this determination include: (i) the market value of the investee in relation to its cost basis, (ii) the financial condition and operating performance of the investee, and (iii) the Company’s intent and ability to retain the investment for a sufficient period to allow for a recovery in the market value of the investment.

As a result of an impairment analysis performed in 2024, the Company determined the carrying value of its investment in the Spiegel Venture exceeded its fair value, and recorded an impairment charge a $0.1 millionto reduce the carrying value tozero. As of December 31, 2025 and 2024, the carrying value of the Spiegel Venture remained zero. No impairment charges were recorded for equity method investments during the year ended December 31, 2025.

NOTE 4 -BALANCE SHEET COMPONENTS

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS

A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2025, and 2024 is as follows:

As of December 31, 2025, and 2024, the Company held $0.1 million in restricted cash. These funds serve as collateral required by a financial institution in connection with the Company's corporate credit card agreements.

To determine the fair value of its investments in money market funds, certificate of deposit, mutual funds, U.S. Government and corporate debt securities, the Company uses unadjusted quoted market prices (Level 1 inputs), and quoted prices for comparable assets (Level 2 inputs), respectively. As of December 31, 2025, and December 31, 2024, the fair value of the Company’s securities investments was as follows:

The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of December 31, 2025:

The Company didnot record any realized gains or losses on its debt securities for the years ended December 31, 2025, and 2024.

For the year ended December 31, 2025, the Company recorded a nominal amount of net investment income and an unrealized loss related to the mutual funds held in the Rabbi Trust related to the NQDC plan, which is included in Interest and other income, net in the Consolidated Statements of Operations.

Accrued interest on held-to-maturity securities is excluded from the amortized cost basis. As of December 31, 2025, the total accrued interest receivable excluded from the disclosed amortized cost basis was $0.1 million, net of any allowance for credit losses.

The Company’s held-to-maturity investments as of December 31, 2025, consist of short term, investment-grade debt securities, primarily corporate bonds and U.S. Treasury securities. Based on external credit ratings and economic forecasts, the Company determined that the expected credit losses over the lifetime of these securities are immaterial. Therefore, no allowance for credit losses has been recorded for these securities as of December 31, 2025.

The following table provides the amortized cost and estimated fair value of investments with fixed maturities as December 31, 2025:

Our investment in the private AI technology company is an equity security without a readily determinable fair value and is measured using the measurement alternative under ASC 321; accordingly, it is not categorized within the fair value hierarchy.

ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the activity in the allowance for credit losses for the years ended December 31, 2025 and 2024, which reflects management’s estimate of expected credit losses over the contractual life of the Company's accounts receivable.

CONTENT ASSETS

As of December 31, 2025, and 2024, content assets, net consisted of the following:

Of the$9.3 million unamortized cost of licensed content that had been released as of December 31, 2025, the Company expects that $5.9 million, $2.0 million, and $0.5 million will be amortized in each of the next three years. Of the$10.3 million unamortized cost of produced content that had been released as of December 31, 2025, the Company expects that $4.7 million, $3.5 million, and $1.5 million will be amortized in each of the next three years.

As of December 31, 2025, the Company has licensed content that is contractually completed but not yet released. The timing of the release for this content is uncertain, and therefore, the Company cannot reasonably estimate the portion of costs that will be amortized in the next 12 months. The Company will recognize amortization once the content is published and available for monetization.

Content assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. No impairment charges were recognized during the years ended December 31, 2025 and 2024.

Amortization

In accordance with its accounting policy for content assets, the Company amortizes licensed content costs and produced content costs, which is included within cost of revenues in the Company’s consolidated statements of operations. For the years ended December 31, 2025, and 2024, content amortization was as follows:

ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following as of December 31, 2025, and December 31, 2024:

PROPERTY AND EQUIPMENT

As of December 31, 2025, and 2024, property and equipment, summarized by major classifications, were as follows:

Depreciation and amortization expense related to property and equipment, including the amortization of internal-use software and leasehold improvements, was $0.1 million and $0.3 million for the years ended December 31, 2025, and 2024, respectively.

WARRANT LIABILITY

As described in Note 6 - Stockholders' Equity, the Private Placement Warrants were classified as a non-current liability and reported at fair value at each reporting period. All such warrants expired unexercised on October 14, 2025. As of December 31, 2025, there wasno outstanding warrant liability on the consolidated balance sheet.

The following table presents the fair value of the warrant liability as of December 31, 2024:

NOTE 5 -REVENUE

The following table sets forth the Company’s disaggregated revenues for the years ended December 31, 2025, and 2024, as well as the relative percentage to total revenue.

REMAINING PERFORMANCE OBLIGATIONS

As of December 31, 2025, the Company expects to recognize revenues in the future related to performance obligations that are unsatisfied as follows:

These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of content that are solely based on sales or usage-based royalties.

DEFERRED REVENUE

Contract liabilities (i.e., deferred revenue) consists of subscriber and affiliate license fees billed that have not been recognized, amounts contractually billed or collected for content licensing sales in advance of the related content being made available to the customer, and unredeemed gift cards and other prepaid subscriptions that have not been redeemed. Approximately 90% of the contract liability balance relates to annual subscriptions.

As of December 31, 2025, and 2024, total deferred revenues were $8.7 million and $11.4 million, respectively, with non-current portions of $0.3 million and $0.4 million, respectively, which are recorded within other liabilities in the consolidated balance sheets.

The decrease of $2.6 million in the contract liability balance during the fiscal year ended December 31, 2025, was primarily driven by a $2.5 million decrease in deferred revenue from Direct-to-Consumer (DTC) subscriptions. This decline is consistent with an overall decrease in the Company's subscriber count during the year ended December 31, 2025.

The following table provides a roll-forward of the contract liability balances for the fiscal year ended December 31, 2025:

TRADE AND BARTER TRANSACTIONS

During 2025, the Company continued to enter into trade and barter transactions, primarily for the purpose of exchanging content assets through licensing agreements with media counterparties.

For content acquired through trade and barter transactions, the Company records the acquired assets in the consolidated balance sheet and amortizes those assets over the term of the content license, beginning at the time the asset is published, in accordance with the Company’s content and amortization policies. For other products and services received through trade and barter transactions, the Company records operating expenses upon receipt of such products and services, as applicable.

The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case, the consideration is measured based on the standalone selling price of the services provided. For an exchange of content, the performance obligation is satisfied at the time the content is made available for the counterparty to use, which represents the point in time that control is transferred. For advertising, the performance obligation is satisfied upon the Company’s delivery of the media campaign or other service to the counterparty.

For the years ended December 31, 2025, and 2024, trade and barter revenues were as follows:

For the years ended December 31, 2025, and 2024, trade and barter costs of revenue were as follows:

For the years ended December 31, 2025, and 2024, additions to content assets resulting from trade and barter transactions were as follows:

NOTE 6 -STOCKHOLDERS’ EQUITY

COMMON STOCK

As of December 31, 2025, and 2024, the Company had authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (i)125,000,000 shares of Common Stock and (ii)1,000,000 shares of preferred stock.

TREASURY STOCK

On June 10, 2024, the Company's Board of Directors (the "Board") authorized and approved a share repurchase program for up to$4.0 million of the then-outstanding shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws.

During the year ended December 31, 2024, the Company had repurchased 216,000 shares of its common stock at an average price of $1.16 per share. The total cost of the repurchase was $0.3 million, which has been recorded as treasury stock in the equity section of the Company’s consolidated balance sheets.

There wereno share repurchases during the year ended December 31, 2025. As of December 31, 2025,$3.7 million remained available for future repurchases under the Board-authorized program.

WARRANTS

All of the Company’s outstanding Warrants expired unexercised on October 14, 2025. As of December 31, 2025, there wereno Warrants outstanding and the related warrant liability waszero.

Prior to their expiration, the Company had 3,054,203 Public Warrants and 3,676,000 Private Placement Warrants outstanding. Each whole warrant entitled the registered holder to purchaseone share of the Company’s common stock at an exercise price of $11.50 per share. The Private Placement Warrants were liability-classified, and the Public Warrants were equity-classified. No warrants were exercised during the years ended December 31, 2025, and 2024.

The Private Placement Warrants were recorded at fair value as of each reporting date with the change in fair value reported in the accompanying consolidated statements of operations as “Change in fair value of warrant liability”. The fair value of the Private Placement Warrant liability was estimated using a Black-Scholes pricing model with Level 3 inputs. As of September 30, 2025, the fair value of the Private Placement Warrants was determined to bezero as the Warrants were significantly out-of-the-money and approaching their expiration date. Because the Private Placement Warrants have been written down tozero during the third quarter of 2025, and subsequently extinguished upon expiration, no fair value measurements or significant assumptions were required for the Black-Scholes model as of December 31, 2025. The significant assumptions used to determine fair value as of December 31, 2024, were as follows:

The changes in fair value of the private placement warrant liability for the years ended December 31, 2025, and 2024 resulted in a gain (loss) of $0.09 million and $(0.04) million, respectively.

NOTE 7 -EARNINGS (LOSS) PER SHARE

Basic and diluted earnings (loss) per share are computed based on the weighted-average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted, using the treasury stock method for stock options, restricted stock units (“RSUs”), and other potentially dilutive instruments. For RSUs, the assumed proceeds under the treasury stock method include the amount of unrecognized compensation cost. Potential common shares are excluded from the diluted per share calculation when their effect is anti-dilutive, including in periods of net loss or when inclusion does not result in a decrease in earnings per share.

For the years ended December 31, 2025, and 2024, the components of basic and diluted net loss per share were as follows:

Common shares issuable for warrants, options, and RSUs represent the total amount of outstanding warrants, stock options, and restricted stock units as of December 31, 2025, and 2024. For the years ended December 31, 2025, and 2024, the following share equivalents were excluded from the calculation of diluted net loss per share as the inclusion of such shares would have been be anti-dilutive.

NOTE 8 -STOCK-BASED COMPENSATION

In October 2020, the Board adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Legacy CuriosityStream Stock Option Plan. Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock. In June 2025, the Company’s stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares, bringing the total number of shares reserved for issuance thereunder to 10,725,000 shares.

Stock options and RSUs generally vest on a monthly, quarterly, or annual basis over a period of up tofour years from the grant date. In addition to time-based vesting, certain RSU awards are subject to performance-based conditions (based on the achievement of specific financial or operational goals) or market-based conditions (based on the Company’s stock price performance). When options are exercised or RSUs vest, the Company issues previously unissued shares of Common Stock to satisfy the awards, net of shares withheld for taxes if elected by the holder.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, recognizing the expense in earnings over the period during which an employee is required to provide the service. Expense for time-based awards is recognized on a straight-line basis over the requisite service period. Expense for awards with accelerated vesting subject to performance or market-based triggers is recognized over the shorter of the derived or requisite time-based service period. Forfeitures are accounted for as they occur.

STOCK OPTIONS

The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which incorporates assumptions regarding stock price volatility, employee exercise behavior, future dividend payments, and risk-free interest rates. Due to a lack of sufficient historical exercise behavior, the Company utilizes the simplified method to estimate the expected term, representing the midpoint between the vesting date and the end of the contractual term. Volatility is estimated using the Company’s historical volatility alongside that of similar public companies, while the risk-free interest rate is based on the rate of return on U.S. Treasury securities with maturities approximating the expected term. No options were exercised during the years ended December 31, 2025, or 2024.

Historically, the Board and shareholders approved a stock option exchange program in 2023, permitting the exchange of certain underwater options for RSUs of equivalent fair value. This exchange, completed in July 2023, resulted in 4.6 million options being exchanged for 1.6 million RSUs with a fair value of $0.99 per share. For options already vested at the time, the resulting RSUs fully vested in July 2024; otherwise, original vesting schedules remained in effect. No incremental compensation expense was recorded as a result of this program.

As of December 31, 2025, and 2024, all outstanding stock options were fully exercisable with a weighted-average exercise price of $5.00 and a weighted-average remaining contractual term of 3.67 years. There were no unvested stock options as of December 31, 2025, and 2024.

RSUs

The Company issues RSU awards that vest upon continued service, the achievement of performance conditions, or the attainment of specified market conditions. Certain RSU awards include dividend equivalent rights (“DERs”) on dividends declared during the vesting period. These DERs are forfeitable until the underlying RSUs vest and are payable in cash upon vesting. Upon the declaration of dividends, the Company records the related DERs as a dividend payable with a corresponding charge to accumulated deficit; notably, DERs do not result in additional share-based compensation expense.

During the year ended December 31, 2025, the Company granted RSU awards to employees and senior leadership, a significant portion of which were granted in July 2025 and included tranches that vest upon (i) achievement of specified market conditions or (ii) performance conditions or (iii) continued service through dates generally ranging fromone tofour years.

For tranches with market condition-based vesting terms, grant-date fair value was estimated using a Monte Carlo simulation. Key inputs for this simulation included an expected volatility of 85.5%, risk-free interest rates ranging from 3.87% to 3.95%, an expected dividend yield ranging from 6.5% to 7.1%, and an assumed correlation with peer indices of 1.66 to 1.67. Compensation expense is recognized over the derived service period and is therefore front-loaded, with the majority expected to be recognized in the first three quarters following grant.

For tranches with vesting terms based on performance conditions, grant-date fair value equals the Company’s common stock closing price on the grant date; compensation expense is recognized when achievement of the performance condition is considered probable, on a straight-line basis over the remaining requisite service period.

The following table summarizes stock option and RSU activity, prices, and values from December 31, 2024, to December 31, 2025:

For the years ended December 31, 2025, and 2024, the stock-based compensation expense were as follows:

The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $11.3 million and $8.3 million, respectively. This value is calculated based on the closing market price of the Company’s common stock on the applicable vesting dates.

The following table summarizes the total remaining unrecognized compensation cost as of December 31, 2025, related to unvested RSUs, and the weighted average remaining years over which the cost will be recognized:

NOTE 9 -SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates asone reportable segment. The Company’s Chief Operating Decision Maker ("CODM"), its Chief Executive Officer ("CEO"), reviews financial information on a consolidated basis to make operating decisions, assess financial performance, and allocate resources.

In evaluating performance, the CODM primarily assesses operating loss and net loss, as reported on the consolidated statement of operations and regularly reviews certain significant expense categories, including content amortization, other cost of revenues, advertising and marketing, payroll and related expenses, and other general and administrative expenses. These expense categories are considered key factors in managing the business and guiding resource allocation decisions.

This approach ensures that the Company’s financial reporting reflects the way management monitors expenses and overall financial performance.

The following table presents financial information with respect to the Company’s single operating segment for the years ended December 31, 2025, and 2024:

All long-lived tangible assets are located in the U.S. For the years ended December 31, 2025, and 2024, revenue by geographic region based on customer location was as follows:

No revenue from any foreign country comprised of 10% or greater of total revenue for either of the periods presented.

NOTE 10 -RELATED-PARTY TRANSACTIONS

EQUITY METHOD INVESTMENTS

For the years ended December 31, 2025, and 2024, the Company recognized anominal amount and $0.2 million of revenue, respectively, related to license fees from the Spiegel Venture.

For the years ended December 31, 2025, and 2024, the Company also recorded zero in cost of revenues pertaining to the revenue share arrangement with Nebula for subscription sales of certain bundled packages. When incurred, these revenue share costs are recorded within cost of revenues in the Consolidated Statements of Operations.

As of December 31, 2025, and 2024, the impacts of the arrangements with Spiegel Venture on the Company’s consolidated balance sheets were as follows:

For the years ended December 31, 2025, and 2024, the impacts of arrangements with the Spiegel Venture on the Company’s consolidated statements of operations were as follows:

OPERATING LEASE

The Company sublets a portion of its office space to Hendricks Investment Holdings, LLC, which is considered a related party as it is managed by various members of the Board. The Company accounts for the arrangement as an operating lease. Refer to Note 12 - Leases for further information.

NOTE 11 -RETIREMENT PLAN

Defined Contribution Plan (401(k))

The Company administers and participates in a 401(k) plan that covers employees 21 years of age or older with three months or greater of service. The plan permits elective deferrals from each participant’s compensation up to the maximum allowed by law. The Company matches employee deferrals at 100% on up to 3% of compensation and 50% of employee deferrals between 3% and 5% of compensation. Participants are immediately vested in their elective deferrals and the Company matching contributions. The Company recorded matching contributions of $0.2 million for each of the years ended December 31, 2025, and 2024

Nonqualified Deferred Compensation Plan

In July 2025, the Company established a nonqualified deferred compensation plan (the "NQDC Plan") for the benefit of a select group of management and highly compensated employees under Internal Revenue Service (IRS) rules, including the Company’s Chief Executive Officer and Chief Financial Officer. The NQDC Plan allows eligible participants to defer up to 80% of their base salary and up to 100% of their annual incentive compensation.

The NQDC Plan is unfunded for tax purposes and represents an unsecured general obligation of the Company to pay the participants in the future. Participant accounts are credited with earnings or losses based on the performance of notional investment indices selected by the participants from a menu of options established by the Company. The Company does not guarantee a minimum rate of return on participant accounts. To manage the obligation, the Company maintains a Rabbi Trust, which holds investments in Fidelity mutual funds that generally mirror the participants' notional investment selections. These assets are recorded at fair value within Other assets on the Consolidated Balance Sheets

The Company records a liability for the participant deferrals, which is adjusted each reporting period to reflect the performance of the selected investment indices. Changes in the fair value of the NQDC Plan liability are recognized as compensation expense within "General and administrative" expenses in the Consolidated Statements of Operations.

As of December 31, 2025, the aggregate liability under the NQDC Plan was $0.1 million, which is included in "Other liabilities" on the Consolidated Balance Sheets. The following table summarizes the activity in the NQDC Plan for the year ended December 31, 2025:

NOTE 12 -LEASES

COMPANY AS LESSEE

The Company is party to a non-cancellable operating lease agreement for office space, which expires in 2033. The Company’s operating lease for this office space includes fixed rent payments and variable lease payments, which are primarily related to common area maintenance and utility charges. The Company elected not to separate lease and non-lease components, and as such, all amounts paid under the lease are classified as either fixed or variable lease payments. The Company has determined that no renewal clauses are reasonably certain of being exercised and therefore has not included any renewal periods within the lease term for this lease.

As of December 31, 2025, and 2024, the Company held operating lease right-of-use (ROU) assets of $2.8 million and $3.1 million, respectively; current lease liabilities of $0.4 million and $0.4 million, respectively; and non-current lease liabilities of $3.5 million and $3.9 million, respectively. In measuring operating lease liabilities, the Company used a weighted average discount rate of 4.4% as of December 31, 2025. This rate was determined based on the Company's incremental borrowing rate, reflecting the interest rate the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. The weighted average remaining lease term as of December 31, 2025, was 7.17 years.

Components of Lease Cost

For the years ended December 31, 2025, and 2024, the Company’s total operating lease cost was comprised of the following:

Maturity of Lease Liabilities

As of December 31, 2025, maturities of the Company's operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows:

COMPANY AS LESSOR

The Company sublets a portion of its office space to a related party and accounts for the arrangement as an operating lease. Related-party sublease rental income is recognized on a straight-line basis and is included in Interest and other income in the accompanying consolidated statements of operations. For the year ended December 31, 2025, operating lease income from the Company’s sublet was immaterial. As of December 31, 2025, total remaining future minimum lease payments receivable on the Company’s operating lease was $0.2 million.

NOTE 13 -COMMITMENTS AND CONTINGENCIES

CONTENT COMMITMENTS

As of December 31, 2025, the Company's content obligations amounted to $0.6 million, including $0.4 million recorded within content liabilities in the accompanying consolidated balance sheets, and $0.2 million of obligations not recorded as they did not yet meet the asset recognition criteria for content assets. These obligations are expected to be paid during the year ending December 31, 2026.

As of December 31, 2024, the Company's content obligations amounted to $0.4 million, including $0.3 million recorded within content liabilities in the accompanying consolidated balance sheets, and $0.1 million of obligations not recorded as they did not yet meet the asset recognition criteria for content assets.

Content obligations include amounts related to licensed, commissioned and internally produced streaming content. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements. An obligation for the licensed and commissioned content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is generally recorded. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date.

ADVERTISING COMMITMENTS

The Company periodically enters into agreements to receive future advertising and marketing services as part of various licensee agreements, and the Company reports commitments when the applicable agreements provide for specific committed amounts. As of December 31, 2025, the Company's future advertising commitments totaled $1.7 million, all of which the Company expects to pay during the year ended December 31, 2026.

CONTINGENCIES

The Company is involved, from time to time, in lawsuits arising in the normal course of business. We believe the potential outcomes from these lawsuits will not have a material adverse impact on our financial position or results of operations. The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated. As part of this evaluation, no loss contingencies were identified for the years ended December 31, 2025, and 2024.

NOTE 14 -SALE OF EMPLOYEE RETENTION CREDIT CLAIM

In response to the COVID-19 pandemic, the Company became eligible for the Employee Retention Credit ("ERC") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and subsequent legislation. The ERC is a refundable tax credit against certain employment taxes, designed to support businesses in retaining employees during periods of economic hardship. The Company determined its total eligible ERC to be $1.2 million.

Prior to fourth quarter 2024(i.e., before October 1, 2024), the Company had not recognized the ERC as an asset or recorded any related income. Upon communication with the Internal Revenue Service ("IRS") acknowledging our claim, the Company determined that it was entitled to the credit and recognized the ERC as an asset and corresponding income in fourth quarter of 2024. Subsequently, during the same quarter, the Company executed an agreement to transfer its rights to the ERC to a third-party buyer. As a result of this transaction, the Company recognized the net proceeds of $1.0 as Other Income in its financial statements for the year ended December 31, 2024.

On December 27, 2024, the Company entered into an agreement (the “Agreement”) with a third party (the “Buyer”) to sell its rights to the anticipated ERC proceeds. The key terms of the Agreement are as follows:

•Purchase Price: The Buyer agreed to purchase the ERC at 85% of the claimed amount, resulting in a gross purchase price of $1.0 million.

•Holdback: A holdback of $0.02 million was applied to the gross purchase price to cover potential contingencies, resulting in net proceeds of $1.0 million received by the Company at closing.

•Transfer of Rights: The Agreement stipulates that the Buyer acquires all rights to any ERC-related refunds, payments, or credits from the IRS.

During the year ended December 31, 2025, the IRS processed the Company’s 2020 ERC claim, resulting in a refund of $0.4 million. In accordance with the Agreement, the principal refund amount of $0.4 million was remitted to the Buyer. As of December 31, 2025, the Company’s remaining claims related to 2021 ERC are undergoing a routine information request process with the IRS. To date, this process has not resulted in any identified issues or notifications of disallowance. The Agreement includes a provision allowing the Buyer to require the Company to repurchase the ERC claim if the IRS disallows or reduces the amount. Management continues to believe the likelihood of such a repurchase obligation is remote; consequently, no liability has been recognized for this contingent obligation as of December 31, 2025.

In accordance with ASU 2021-10, the Company provides the following disclosures related to the ERC transaction:

•Nature of the Assistance: The ERC is a refundable tax credit provided by the U.S. government to assist employers in retaining employees during the COVID-19 pandemic.

•Significant Terms and Conditions: The Company sold its rights to the ERC proceeds to the Buyer at 85% of the claimed amount, with a holdback applied. The Buyer assumes all rights to any ERC-related refunds, payments, or credits from the IRS. A clawback provision exists, allowing the Buyer to require repurchase if the ERC is disallowed or reduced by the IRS.

•Accounting Policies: The Company recognized the net proceeds from the sale as interest and other income upon execution of the Agreement, as the ERC had not been previously recorded as an asset or income.

The net proceeds of $1.0 million were recorded as interest and other income in the consolidated statement of operations for the year ended December 31, 2024. As of December 31, 2025, no income or expenses related to the ERC were recognized. No asset or liability related to the ERC remained on the Company’s consolidated balance sheet as of December 31, 2025, and 2024.

NOTE 15 -INCOME TAXES

For the years ended December 31, 2025, and 2024, the components of the provision for income taxes were as follows:

For the year ended December 31, 2025, the following table reconciles the Company's effective income tax rate to the U.S. federal statutory income tax rate:

The amounts of cash taxes (refunded) paid by CuriosityStream are as follows:

For the years ended December 31, 2024, the following table reconciles the Company’s effective income tax rate to the U.S. federal statutory income tax rate:

Deferred income taxes reflect the net tax effect of temporary differences between the amounts recorded for financial reporting purposes and the bases recognized for tax purposes. As of December 31, 2025, and 2024, the significant components of deferred tax assets and liabilities were as follows:

As of December 31, 2025, and 2024, the Company maintained a valuation allowance on substantially all of its deferred tax assets. The deferred tax assets predominantly relate to operating losses, intangibles and content assets, and stock-based compensation. As a result of Legacy CuriosityStream’s conversion from an LLC to a C corporation in 2018, Legacy CuriosityStream recognized a partial step-up in the tax basis of intangibles and content assets that will be recovered as those assets are sold or the basis is amortized. On the date of the conversion, Legacy CuriosityStream recorded an estimated net deferred tax asset relating to this partial step-up in tax basis.

The valuation allowance was determined in accordance with applicable accounting guidance, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses, required that the Company record a full valuation allowance against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support a reversal of the valuation allowance.

As of December 31, 2025, and 2024, the Company held federal net operating loss(“NOL”)carryforwards of approximately $223.6 million and $228.6 million, respectively. This balance includes $7.3 million that expires in 2037 and $216.3 million that has an indefinite carryforward period. As of December 31, 2025, and 2024, the Company held gross state NOL carryforwards of approximately $142.8 million and $144.5 million, respectively, which begin to expire in 2028.

Pursuant to Section 382 of the Internal Revenue Code, or IRC, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. Such ownership change could result in annual limitations on the utilization of tax attributes, including NOL carryforwards and tax credits. The Company performed an analysis to determine if any ownership changes occurred as of year end 2025 and a change was identified. While this limitation may restrict the timing of the utilization of NOLs, due to the large net unrealized built-in-gain and projected recognized built-in-gain recognitions, the Company does not expect a significant portion of its NOLs to expire unused.

The Company has not been audited by the IRS or any state income or franchise tax agency, but tax returns remain open to examination subject to a three to four year statute of limitations, depending on the state.

The Company has not recorded a liability related to uncertain tax positions in the consolidated financial statements. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon settlement with the taxing authority. The Company recognizes interest accruedand penalties related to unrecognized tax benefits in its tax provision.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant provision, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has evaluated the provisions of the OBBBA and determined that the Act did not have a material impact on its consolidated financial statements or effective tax rate for the year ended December 31, 2025. As the Company maintains a full valuation allowance against its deferred tax assets, any adjustments to the gross value of these assets resulting from the enactment of the OBBBA were offset by a corresponding change in the valuation allowance, resulting in no net impact to the consolidated financial statements. The Company will continue to monitor the impact of the OBBBA as additional guidance is issued and further provisions become effective in future periods.

NOTE 16 -SUBSEQUENT EVENTS

DIVIDEND DECLARATION

On January 29, 2026, the Board declared the cash dividend of$0.08 per share to be paid on March 20, 2026, to all holders of record of Common Stock at the close of business on March 6, 2026. Total dividend payment of$4.7 million is expected to be paid from available cash on hand.

SHARE REPURCHASE PROGRAM

On March 10, 2026, the Company’s Board of Directors authorized an additional$2.0 million to purchase the Company’s common stock under its existing share repurchase program. This authorization increases the total amount approved for repurchases under the plan to$6.0 million. Under the stock repurchase program, we may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal securities laws. The stock repurchase program has no expiration date and may be modified, suspended, or discontinued at any time at the Company’s discretion.

SENIOR SECURED REVOLVING CREDIT FACILITY

On March 12, 2026, the Company entered into a Credit Agreement with Citibank, N.A., providing for a $10.0 million Senior Secured Revolving Credit Facility (the "Credit Facility"). The Credit Facility has athree-year term maturing on March 11, 2029, and is secured by a first-priority lien on substantially all assets of the Company and its domestic subsidiaries. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the Company's option, either (i) a floating base rate plus 3.00% or (ii) Adjusted Term SOFR plus 3.00%. The Company is required to pay an unused fee of 0.35% per annum on on the average daily unused portion of the facility.

The Credit Facility includes a $2.0 million sublimit for the issuance of letters of credit and an accordion feature allowing the Company to request increases in the revolving commitment an aggregate principal amount of $20.0 million, subject to lender consent. The Credit Facility contains customary financial covenants, including a Consolidated Leverage Ratio not to exceed 3.00:1.00 and a Consolidated Interest Coverage Ratio of not less than 3.00:1.00. Additionally, the agreement restricts the payment of cash dividends or the repurchase of equity interests unless the Company maintains liquidity (defined as unrestricted cash plus facility availability) of at least $10.0 million, after giving effect to such payment. As of the date of this filing, there areno outstanding borrowings under the Credit Facility.