CuriosityStream Inc.

UNAUDITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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 subscription or license.

The Company's online library available for streaming spans the entire category of factual entertainment including science, history, society, nature, lifestyle, and technology, offered through its flagship subscription video-on-demand ("SVOD") service, Curiosity Stream. Individual customers can purchase subscriptions directly via the Company's SVOD platform accessible by internet connected devices and applications for such devices as well as through distributor channel stores offering the Company’s subscriptions services. Individual subscriptions may be monthly or annual and pricing may vary based on the customer's location worldwide. Customers may also subscribe to Company services indirectly via distribution partners who deliver CuriosityStream content via the distributor's platform or system. Such wholesale distribution agreements typically convey a broad scope of rights, such as access to a 24/7 linear channel and an on-demand content library, with pricing and packaging flexibility, in exchange for an annual fixed fee or per-subscriber fee as part of a multi-year deal. The streaming library is composed of thousands of accessible on-demand and ad-free productions and includes shows and series from leading nonfiction producers.

The Company also has a substantial licensing business. Traditionally this business focused on content licensing of CuriosityStream’s library of 15,000 hours of factual entertainment content to other media companies and distributors worldwide, typically for a fee per hour of content. CuriosityStream’s traditional content licensing business is global, and licensed rights vary by platform or outlet, such as SVOD, FAST and Pay TV. The Company also owns, licenses or has access to millions of hours of content, both finished and raw, across the landscape of content genres and languages, as well as hundreds of millions of tokens of code and other datasets for sublicensing to technology companies to train artificial intelligence (AI) models and products that utilize AI.

CuriosityStream’s other businesses include advertising, such as FAST and AVOD channels and advertising on its Pay TV channels.

On June 30, 2026, the Company disposed of certain assets related to its Curiosity University, Curiosity Audio, and Catholic Stream brands to an unrelated third party. Concurrently, the Company entered into a 30-year content license agreement to license certain of its retained content related to these brands to the acquirer, together with a distribution and services agreement under which the Company continues to provide certain operational and distribution services. See Note 16 — Disposition of Curiosity Brands, LLC and Related Agreements) for further discussion.

NOTE 2 -BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s Audited Consolidated Financial Statements as of and for the year ended December 31, 2025.

In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report on

Form 10-K for the year ended December 31, 2025. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported total revenue, net income, or cash flows.

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). In connection with the Company's divestiture of Curiosity Brands, LLC during the second quarter of 2026, significant estimates also include the determination of standalone selling prices for the combined contractual arrangements, the discount rate used to measure the significant financing component and impute interest income on the deferred consideration, the assessment of collectability of contractual payments, and the valuation of assets and liabilities transferred in the transaction.

Revenue Recognition

The Company recognizes revenue as performance obligations are satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive. The Company’s revenue is classified into three primary categories: Subscription, Licensing, and Other.

Subscription revenue is derived from arrangements providing ongoing access to the Company’s streaming content library. This includes subscriptions sold through our direct business and via wholesale distribution agreements. Revenue is recognized on a straight-line basis over the contractual term as the customer simultaneously receives and consumes the benefit of the service. For arrangements via wholesale distribution agreements, the Company recognizes revenue straight-line over the term of the applicable distribution agreement or based on reported subscriber counts.

Licensing revenueis generated through the monetization of the Company’s content library and proprietary data assets, including traditional library sales to media companies, AI data licensing for model training, and non-monetary barter transactions. These arrangements represent the transfer of functional intellectual property. Revenue is generally recognized at the point in time when the license period begins and the content or data is made available for the customer’s use. For barter exchanges, revenue is recognized upon delivery and acceptance of the assets and at the fair value of services received. Certain licensing arrangements provide for consideration payable over a period exceeding one year following transfer of control of the licensed content. Where the timing of payments provides the customer with a significant financing benefit, the Company adjusts the transaction price for the effects of the time value of money, recognizing revenue at the discounted present value of the consideration to be received and recognizing the difference between the discounted and nominal amounts as interest income over the payment term using the effective interest method.

Other revenue primarily consists of advertising, sponsorship services, and brand partnerships across the Company's digital platforms. Revenue is recognized when the performance obligation is satisfied, which occurs when the advertisement is aired, displayed, or impressions are delivered.

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 and cash equivalents with high credit quality financial institutions. At times, cash balances with the financial institutions may exceed the applicable Federal Deposit Insurance Corporation (FDIC)-insured limits.

Investments in debt securities are held with reputable institutions and are monitored to manage credit risk exposure.

Accounts receivable, net are typically unsecured and are derived from revenues earned from customers, the majority of which are located in the United States.

Investments in Debt Securities

The Company classifies its investments in debt securities as held-to-maturity ("HTM") under ASC “Accounting Standards Codification” 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 Unaudited Condensed Consolidated Statement of Operations as “Interest and other Income” under non-operating 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 inputs 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 have included its investments in money market funds, U.S. government securities, corporate 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 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’s remaining financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities, are carried at cost, which approximates fair value because of the short-term maturity of these instruments.

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.

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

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 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 June 30, 2026. The carrying values for the investment in Nebula as of June 30, 2026, and December 31, 2025, 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 June 30, 2026.

The Company had a call option that permitted it to require Spiegel TV and Autentic to sell their respective ownership interests in the Spiegel Venture (the “Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the Share Purchase Agreement (“SPA”), was initially exercisable only during the period that is the later of (i)30 business days following the adoption of the 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 had a put option that permitted it to require the Company to purchase its interest (“Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option was 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.

In April 2026, Spiegel TV and Autentic exercised their respective Put Options. The aggregate purchase price payable by the Company was calculated to be $2.0 million based on the formula set forth in the SPA and the Spiegel Venture’s audited 2025 results. To facilitate the timing required for an international wire transfer and ensure funds arrived in Germany for the July 1, 2026 settlement, the Company remitted the payment on June 30, 2026. As of June 30, 2026, this advance purchase price payment was recorded within Other Current Assets on the Unaudited Condensed Consolidated Balance Sheets. On July 1, 2026, the Company completed the acquisition of the remaining 68% ownership interest, bringing its ownership to 100%, and will consolidate Spiegel Venture’s financial results starting from the closing date. For additional information regarding the acquisition of Spiegel Venture, please see Note 17 — Subsequent Events.

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 June 30, 2026. 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 June 30, 2026.

NOTE 4 -BALANCE SHEET COMPONENTS

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS

A reconciliation of the Company’s cash and cash equivalents in the Unaudited Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Unaudited Condensed Consolidated Statements of Cash Flows is as follows:

The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) were as follows as of June 30, 2026, and December 31, 2025:

The following table provides the amortized cost and estimated fair value of investments with fixed maturities as of June 30, 2026:

The Company recordedno material realized gains or losses during the three and six months ended June 30, 2026, and 2025.

For the three and six months ended June 30, 2026, 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 Unaudited Condensed Consolidated Statements of Operations.

Accrued interest on held-to-maturity securities is excluded from the amortized cost basis. As of June 30, 2026, the total accrued interest receivable excluded from the disclosed amortized cost basis wasimmaterial, net of any allowance for credit losses.

The Company’s held-to-maturity investments as of June 30, 2026, 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 June 30, 2026.

The following table provides the amortized cost and estimated fair value of investments with fixed maturities by maturity date as of June 30, 2026:

The Company’s 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 six months ended June 30, 2026, and 2025, which reflects management’s estimate of expected credit losses over the contractual life of the Company's accounts receivable.

CONTENT ASSETS

Content assets consisted of the following as of June 30, 2026, and December 31, 2025:

Of the $14.7 million unamortized cost of licensed content that had been released as of June 30, 2026, the Company expects that $9.2 million, $3.8 million and $0.7 million will be amortized in each of the next three years. Of the $7.2 million unamortized cost of produced content that had been released as of June 30, 2026, the Company expects that $3.7 million, $2.4 million and $0.7 million will be amortized in each of the next three years.

As of June 30, 2026, the Company had licensed content that was 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 three and six months ended June 30, 2026, and 2025.

Amortization

In accordance with its accounting policy for content assets, the Company amortizes licensed content costs and produced content costs, which are included within cost of revenues in the Company’s Unaudited Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2026, and 2025, content amortization was as follows:

ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following as of June 30, 2026, and December 31, 2025:

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 12, 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 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 the average daily unused portion of the facility. For the three months ended June 30, 2026, the Company recorded immaterial unused fees, which are included within general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations.

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 of up to 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 June 30, 2026, the Company was in compliance with all covenants under the Credit Facility.

As of June 30, 2026, there wereno outstanding borrowings under the Credit Facility. In connection with entering into the facility, the Company incurred $0.1 million in debt issuance costs, that are included within Other assets in the Unaudited Condensed Consolidated Balance Sheets. These costs are amortized over the 36-month term of the facility and recorded within general and administrative expense on the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2026, the Company recorded an immaterial amount of amortization expense related to these costs.

NOTE 5 -REVENUE

The following table sets forth the Company’s disaggregated revenues for the three and six months ended June 30, 2026, and 2025, as well as the relative percentage of total revenue:

REMAINING PERFORMANCE OBLIGATIONS

As of June 30, 2026, the Company expects to recognize revenues in the future related to performance obligations that were unsatisfied as follows:

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

DEFERRED REVENUE

Contract liabilities (i.e., deferred revenue) consist 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.

Total deferred revenues were $8.5 million and $8.7 million as of June 30, 2026, and December 31, 2025, respectively. The non-current portions of$0.3 million as of June 30, 2026, and December 31, 2025, are included in other liabilities in the Unaudited Condensed Consolidated Balance Sheets.

For the six months ended June 30, 2026, the Company recognized revenues of $6.1 million related to amounts deferred as of December 31, 2025.

The following table provides a roll-forward of the contract liability balances forthe six months ended June 30, 2026, and 2025:

TRADE AND BARTER TRANSACTIONS

The Company regularly enters 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 Condensed Consolidated Balance Sheet and amortizes those assets over the term of the content license, beginning at the time the asset is placed in service or monetized otherwise, 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 three and six months ended June 30, 2026, and 2025, trade and barter revenues were as follows:

For the three and six months ended June 30, 2026, and 2025, trade and barter cost of revenues were as follows:

For the three and six months ended June 30, 2026, and 2025, additions to content assets resulting from trade and barter transactions were as follows:

NOTE 6 -STOCKHOLDERS’ EQUITY

COMMON STOCK

As of June 30, 2026, and December 31, 2025, the Company had authorized the issuance of 126,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a)125,000,000 shares of common stock, and (b)1,000,000 shares of preferred stock.

TREASURY STOCK

On June 10, 2024, the Company's Board of Directors 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. On March 10, 2026, the Board authorized an additional $2.0 million for the purchase of the Company’s common stock under this existing program, increasing the total authorized amount to $6.0 million.

As of December 31, 2025, the Company had repurchased 215,890 shares of its common stock at an average price of $1.16 per share. The total cost of the repurchases was $0.3 million. The Company purchased additional 272,883 shares at an average price of $3.16 per share for a total of $0.9 million during the six months ended June 30, 2026. The purchased shares were recorded as treasury stock in the equity section of the Company’s Unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2026, $4.9 million remains 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 three and six months ended June 30, 2025.

The Private Placement Warrants were recorded at fair value as of each reporting date with the change in fair value reported in the accompanying Unaudited Condensed 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 were 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 June 30, 2025, were as follows:

The change in fair value of the private placement warrant liability was negligible for the three and six months ended June 30, 2025.

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 three and six months ended June 30, 2026, and 2025, the components of basic and diluted net income per share were as follows:

The following table summarizes common shares issuable for stock options and restricted stock units as of June 30, 2026, and for warrants, stock options, and restricted stock units as of June 30, 2025. For the three months ended June 30, 2026, and 2025, these share equivalents were excluded from the calculation of diluted net income per share as their inclusion would have been 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 three and six months ended June 30, 2026, and 2025.

As of June 30, 2026, all outstanding stock options were fully exercisable with a weighted-average exercise price of$5.00 and a weighted-average remaining contractual term of 3.17 years. There were no unvested stock options as of June 30, 2026.

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. DERs do not result in additional share-based compensation expense.

During the year ended December 31, 2025 and six months ended June 30, 2026, 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 3.57% to 3.95%, an expected dividend yield ranging from 6.5% to 9.2%, and an assumed correlation with peer indices of 1.54 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 for the six months ended June 30, 2026:

For the three and six months ended June 30, 2026, and 2025, stock-based compensation expense was as follows:

The following table summarizes total fair value of RSUs that vested during the three and six months ended June 30, 2026, and 2025. This value is calculated based on the closing market price of the Company’s common stock on the applicable vesting dates.

As of June 30, 2026, the total remaining unrecognized compensation cost related to unvested restricted stock units was approximately $2.5 million. This cost is expected to be recognized over a weighted average remaining period of 0.47 years.

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 three and six months ended June 30, 2026, and 2025:

All long-lived tangible assets are located in the United States. For the three and six months ended June 30, 2026, and 2025, revenue by geographic location based on customer location was as follows:

Revenue from one foreign country, Germany, comprised 10% or greater of total revenue for one or more of the periods presented.

NOTE 10 -RELATED-PARTY TRANSACTIONS

EQUITY INVESTMENTS

As of June 30, 2026, and December 31, 2025, the impacts of the arrangements with the Spiegel Venture on the Company’s Unaudited Condensed Consolidated Balance Sheets were as follows:

For the three and six months ended June 30, 2026, and 2025, the impacts of arrangements with the Spiegel Venture on the Company’s Unaudited Condensed Consolidated Statements of Operations were as follows:

The Company had no business transactions with Nebula during the periods presented; however, it continues to hold an equity interest in Nebula.

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 Company’s Board of Directors. The Company accounts for the arrangement as an operating lease. Refer to Note 12 - Leases for additional information.

NOTE 11 -RETIREMENT PLAN

Nonqualified Deferred Compensation Plan

In July 2025, the Company established the NQDC Plan for the benefit of employees classified as highly compensated employees under Section 414(q) of the Internal Revenue Code, 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 Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Operations.

As of June 30, 2026, the aggregate liability under the NQDC Plan was $1.6 million, which is included in "Other liabilities" on the Unaudited Condensed Consolidated Balance Sheets. The following table summarizes the activity in the NQDC Plan for the three and six months ended June 30, 2026:

NOTE 12 -LEASES

COMPANY AS LESSEE

The Company is a 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 June 30, 2026, the Company held operating lease ROU assets of $2.6 million. Current lease liabilities were $0.4 million, and are included within accrued expenses and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. Non-current lease liabilities were $3.2 million. In measuring these operating lease liabilities, the Company used a weighted average discount rate of 4.4% as of June 30, 2026. The weighted average remaining lease term as of June 30, 2026, was 6.67 years.

Components of Lease Cost

For the three and six months ended June 30, 2026, the Company’s total operating lease cost was comprised of the following:

Maturity of Lease Liabilities

As of June 30, 2026, maturities of the Company’s operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows:

COMPANY AS LESSOR

The Company subleases 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 (expense) in the accompanying Unaudited Condensed Consolidated Statements of Operations. Operating lease income from the Company’s sublease was nominal for both the three and six months ended June 30, 2026. As of June 30, 2026, total remaining future minimum lease payments receivable on the Company’s sublease were $0.1 million.

NOTE 13 -COMMITMENTS AND CONTINGENCIES

CONTENT COMMITMENTS

As of June 30, 2026, the Company’s content obligations amounted to $0.3 million, including less than $0.1 million recorded within content liabilities in the accompanying unaudited consolidated balance sheets, and $0.2 million of obligations not yet recorded as they did not yet meet the asset recognition criteria for content assets. These obligations are expected to be paid through the remainder of 2026.

As of December 31, 2025, the Company’s content obligations amounted to $0.6 million, including $0.4 million recorded within current content liabilities in the accompanying unaudited consolidated balance sheets and $0.2 million of obligations not yet 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 arrangements, and the Company reports commitments when the applicable agreements provide for specific committed amounts. As of June 30, 2026, the Company’s future advertising commitments totaled $0.9 million, all of which the Company expects to pay through the remainder of 2026.

NOTE 14 -INCOME TAXES

For the three and six months ended June 30, 2026, the Company recorded income tax provision of $0.4 million and$0.5 million, respectively, compared to income tax benefits of $0.1 million each for the same periods in 2025. The change in the income tax provision was primarily driven by changes in our estimated annual effective tax rate, reflecting projected full-year valuation allowance utilization and state income tax liabilities.

The Company’s provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a tax benefit attributable to generated losses for either federal or state income tax purposes.

NOTE 15 -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.

In 2023, the Company filed claims for the Employee Retention Credit (“ERC”) related to the 2020 tax year and the first and second quarters of the 2021 tax year. In December 2024, the Company sold its rights to these anticipated proceeds to a third party (the “Buyer”). During the year ended December 31, 2025, the IRS processed the 2020 ERC claims, and the resulting refund of $0.4 million was remitted to the Buyer in accordance with the agreement.

During the first quarter in 2026, the Company received a Letter 105C from the IRS notifying the Company of the disallowance of its claims related to the first and second quarters of 2021, which total approximately $1.0 million. The Company, in consultation with its tax advisors, continues to believe it is eligible for these credits and has initiated a formal appeal of the IRS's determination.

The agreement with the Buyer 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 based on the technical merits of the pending appeal; consequently, noliability has been recognized for this contingent obligation as of June 30, 2026. No income or expenses related to the 2021 ERC claims were recognized during the three and six months ended June 30, 2026.

NOTE 16 -DISPOSITION OF CURIOSITY BRANDS, LLC AND RELATED AGREEMENTS

On June 30, 2026, the Company disposed of the financial and intangible assets related to its Curiosity University, Curiosity Audio, and Catholic Stream brands, representing the Company's educational lifelong-learning, audio-format, and faith-based content offerings, respectively, to an unrelated third party (the “Buyer”) for $0.3 million. To effect the disposition, the Company contributed the assets to a newly formed, wholly owned subsidiary, Curiosity Brands, LLC (“Curiosity Brands”), and the Buyer then acquired 100% of Curiosity Brands’ membership interests. The purchase price is receivable intwo equal installments with the first installment due no later than December 31, 2026, and the second installment due no later than June 30, 2027. The purchase price receivable was recognized within Other assets on the Condensed Consolidated Balance Sheet.

The Company derecognized the net assets disposed of and recognized a loss on disposal of approximately $0.2 million, representing the excess of the net book value of the assets transferred over the consideration received, which is reflected within General and administrative expenses in the Condensed Consolidated Statements of Operations.

Concurrently with the disposition, the Company entered into a long-term content license agreement (the “License Agreement”) with Curiosity Brands for $10 million, payable infour annual installments of $2.5 million beginning June 30, 2027, and a Distribution and Services Agreement (the “Service Agreement”) under which the Company will earn a fee equal to 10% of Curiosity Brands' net revenue for providing certain operational and distribution services. Because the License Agreement provides Curiosity Brands a significant financing benefit, the Company recorded the related receivable at its present value, discounted at 7.0%, representing the estimated rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception, resulting in licensing revenue of $8.5 million for the three and six months ended June 30, 2026. Interest income associated with the accretion of the licensing fee receivable will be recorded within Interest and other income (expense) in the Condensed Consolidated Statements of Operations, commencing in the third quarter of 2026.

The Company evaluated the license fee receivable under ASC 326 and concluded no allowance for credit losses was required as of June 30, 2026, based on Curiosity Brands projected cash flows, and contractual protections available to the Company in the event of a payment default.

NOTE 17 -SUBSEQUENT EVENTS

ACQUISITION OF REMAINING OWNERSHIP IN SPIEGEL VENTURE

On July 1, 2026, the Company completed its previously disclosed acquisition of the remaining 68% ownership interest in Spiegel Venture, pursuant to put options exercised by Spiegel TV GmbH and Autentic GmbH in April 2026, for an aggregate purchase price of $2.0 million paid in cash. As a result, the Company now owns 100% of the Spiegel Venture, and Spiegel Venture's results of operations will be consolidated within the Company's financial statements beginning on the closing date.

Unaudited Pro Forma Financial Information

The following table presents the supplemental pro forma results of operations for the three and six months ended June 30, 2026, and 2025, as if the acquisition of Spiegel Venture had occurred on January 1, 2025:

Basis of Pro Forma Presentation

These pro forma results are presented for informational purposes only and are not necessarily indicative of the actual results that would have occurred had the acquisition been completed on January 1, 2025, nor are they indicative of future operating results.

The pro forma adjustments include: the consolidation of 100% of Spiegel Venture’s revenue and expenses, preliminary amortization expense associated with the estimated fair value of acquired intangible assets, and the elimination of certain intercompany transactions between the Company and Spiegel Venture.

As this is a step-acquisition, the Company will remeasure its previously held 32% equity interest in Spiegel Venture at its acquisition-date fair value. Any resulting gain or loss will be recognized in earnings in the third quarter of 2026. As the Company’s carrying value in the Spiegel Venture has remained atzero since 2024, the Company expects to recognize a gain within the consolidated statement of operations upon the closing of the transaction in the third quarter of 2026.

As of the filing date of these financial statements, the initial accounting for this business combination is incomplete; therefore, certain disclosures, such as the final purchase price allocation and the fair value of the previously held interest, have not yet been finalized.

DIVIDEND DECLARATION

On August 11, 2026, the Board declared a quarterly cash dividend of $0.085 per share of common stock. The cash dividend will be paid on September 18, 2026, to all holders of record of common stock at the close of business on September 4, 2026. This cash dividend of approximately$5.0 million is expected to be paid from available cash on hand, cash generated from operations, as well as potential drawdowns on our credit facility if needed.